With an off beat sense of humour, the film looks at the politics and glamour of lipstick and the dilemmas of the modern woman in a marketed world.

Career counsellor Michael Thornton decides to change his career and become an actor. He dreams of performing Shakespeare but ends up in a television ad where only his hands appear on camera. He finds a friend in actress Mary McAllister (Nicole Kidman) until she is called to Hollywood to star in a horror feature. Katrina Foster plays Michael's understanding wife Helen, who supports him while he pursues his elusive dream.

In an effort to come to terms with his father's death, a young man (Weaving) moves into a rooming house amidst the decaying grandeur of Bondi Beach, where he gets enmeshed in the lives of the other boarders, including a junkie, his sister, and an Aboriginal activist.