江湖艺人变脸王（朱旭 饰）孑然一身，以船为家，因恪守传男不传女、传内不传外之祖规，一手绝活面临失传。在活观音梁素兰（赵志刚 饰）惜才提点下，变脸王终生传承衣钵之愿。他用五枚大洋买下机灵的狗娃（周任莹 饰）。初时祖孙相处融洽，一场出街意外却令狗娃女儿身暴露。恼怒的变脸王意欲赶走狗娃，拗不过其苦苦相求，遂改自称“老板”，两人依旧搭伙卖艺。朝夕相处间，变脸王虽欣慰于狗娃孝顺懂事，碍于其女娃身份并不传授变脸绝活。按捺不住好奇的狗娃夜半偷看脸谱，失手引发船火，两人栖身之所烧毁殆尽。狗娃自感无颜，悄然离去，但心中始终感念变脸王的恩情。却不知，这份恩情有一日需要她以命相报，变脸绝活也终因此得以流传……
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.
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