A nasty breakup leaves slacker gay artists Tim and Eugene barely friends. Reluctantly, both still manage to work together as waiters in a Brooklyn restaurant that is frequented by mobsters. Enter Fat Sal, a gluttonous gangster who recruits them into the lucrative world of art forgery. Tim and Eugene briefly shock the art world with convincing variations of post-impressionist masterpieces, but soon the good life comes crashing to an end when Federal Agents pressure them to turn states on Fat Sal. With nowhere to turn, they catch the first flight out of town and end up in Las Vegas, where they meet a card counting hustler named Edna who backs them in their efforts to “breathe” some new dead art. The art world is soon turned on its ear again when the boys sell a painting entitled, “Liberace... Buck Naked”, which experts are convinced was painted in the 50’s by Frank Sinatra, leading to wide speculation that the crooner was gay. The ensuing media circus inevitably gets the attention of both the mobsters and the feds, and the pair scramble  to figure one final way out.