But then Duncan, the husband she thought adored her, leaves her for a beautiful and much younger woman. At the same time, Sara becomes obsessed with appearance and threatens to drop out of school and become a beautician, a career choice that horrifies Elizabeth.

Kate, Elizabeth's older sister, is searching for a subject for her documentary video class, and sees the perfect opportunity. She persuades Elizabeth to let Sara do an elaborate makeover on her. With a tape-on face-lift, eye-tucks, girdle, and wig, Elizabeth is transformed - at least fifteen years younger, very glamorous, with a new zest and self-confidence.

Sara arranges a meeting at a restaurant between her mother and father to show off her creation, but the focus of Elizabeth's attention wanders to Max, the restaurant's owner. In an effort to spice up her video with a little romance, Kate sets up a date for Max and Elizabeth. Elizabeth, believing Max is only interested in her "made-up" self, transforms herself again for their date. Despite a host of glitches and a near disaster, Elizabeth likes Max, and she loves feeling sexy again.

When a production company considers developing the video project into a romantic comedy, Kate's obsession soars. She is certain she has a seminal work on beauty and aging and believes she can turn her video documentary - and her sister's life - into a comedy. When company executives complain that her sister is boring, Kate goes overboard to make Elizabeth interesting. Does Kate go too far? Perhaps. But that's where the comedy begins.

What starts as a mother-daughter documentary turns into a Sister Film about beauty and aging, passion and creativity, seeing and being seen - a coming of middle age comedy.