Wang Bianlian is an aging street performer known as the King of Mask for his mastery of Sichuan Change Art in a true story. His wife left him with and infant son over 30 years ago. The son died from illness at age 10. This left Wang a melancholy loner aching for a male descendent to learn his rare and dying art. A famous master performer of the Sichuan Opera offers to bring him into his act, thus giving Wang fame and possible fortune, but Wang opts for staying the simple street performer. Then, one night after a performance he is sold a young boy by a slave trader posing as the boy's parent. 'Grandpa' finds new joy in life as he plans to teach 'Doggie' (an affectionate term often used for young children in China) his art. All is well until Doggie is found out to really be a girl.