In 1978, narcissistic actress Madeline Ashton performs in the poorly received Broadway musical Songbird!. She invites long-time frenemy Helen Sharp, an aspiring writer, backstage along with Helen's fiancé, plastic surgeon Ernest Menville. Smitten with Madeline, Ernest breaks off his engagement with Helen to marry her instead. Seven years later, Helen is obese, depressed and committed to a psychiatric hospital where she begins plotting revenge on Madeline. Another seven years later, Madeline and Ernest live in Beverly Hills, but they are miserable: Madeline's acting career has declined and Ernest, now an alcoholic, has been reduced to working as a reconstructive mortician. Receiving an invitation to a party celebrating Helen's new book, Madeline rushes to a spa where she regularly receives facial treatments. Understanding Madeline's desperation, the spa owner gives her the business card of Lisle Von Rhuman, a mysterious, wealthy socialite who specializes in rejuvenation.
Madeline and Ernest attend the party for Helen's novel, Forever Young, and discover that somehow, Helen is slim, glamorous and youthful. Dumbfounded and depressed by Helen's appearance, Madeline secretly witnesses Helen tell Ernest that she blames Madeline for his career decline. After the soiree, Madeline visits her young lover, but discovers he is with a woman his age. Dejected, Madeline drives to Lisle's home. Lisle, claiming to be 71, but looking decades younger, reveals the secret of her beauty and youth—an expensive potion that promises eternal life and an everlasting youthful appearance. Madeline purchases and drinks the potion and is rejuvenated, regaining her beauty. As a condition of purchase, Lisle warns Madeline to disappear from the public eye after ten years to keep the potion's existence secret, and to take good care of her body.
Helen seduces Ernest and convinces him to kill Madeline. When Madeline returns home, she and Ernest argue, during which she falls down the stairs, breaking her neck. Believing Madeline dead, Ernest phones Helen for advice, initially not seeing Madeline stand and approach him with her head twisted backward. At Madeline's request, Ernest drives her to the emergency room. Madeline is told she is technically dead, and faints. She is taken to the morgue due to her body having no pulse and a temperature below 80 °F. After rescuing Madeline, Ernest considers her resurrection a miracle and uses his skills as a mortician to repair her body at home. Helen demands information about Madeline's situation. Overhearing Helen and Ernest discussing their plot to kill her, Madeline shoots Helen with a shotgun. Although the blast creates a hole in her abdomen, Helen rises, undead like Madeline, revealing that she drank the same potion, on October 26, 1985. The two briefly fight before apologizing and reconciling their friendship. Fed up with the pair, Ernest prepares to leave, but Helen and Madeline convince him to do one last repair on their bodies. They realize they will need regular maintenance and scheme to have Ernest drink the potion to ensure he will always be available.
After bringing Ernest to Lisle, she offers to give him the potion free of charge in exchange for his surgical skills. Ernest refuses to drink it upon realizing the pitfalls of immortality. He pockets the potion and flees, but becomes trapped on the roof. Helen and Madeline implore Ernest to drink the potion to survive an impending fall. Ernest, realizing that they only need him for their own selfish reasons, refuses and drops the potion to the ground, but after falling he lands in Lisle's pool and escapes. Lisle banishes Madeline and Helen from her group, leaving the pair to rely on each other for companionship and maintenance. Thirty-seven years later, Madeline and Helen attend Ernest's funeral, where he is eulogized as having lived an adventurous and fulfilling life with a large family and friends. The two women are now parodies of their former selves, with cracked, peeling paint and putty covering most of their grey and rotting flesh. Helen trips at the top of a staircase. When Madeline hesitates to help her, Helen grabs Madeline and the two tumble down the stairs, breaking to pieces. As their disembodied heads totter down together, Helen sardonically asks Madeline where she parked their car.
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