- A model uses a cursed compact to dispose of anyone who stands in the way of her success, including her doctor and her lover.
- The cursed antique from "Vanity's MIrror" turns up, now in the hands of an aging model who discovers that it will remove her wrinkles...as long as she kills anyone who stands in her way. Joanne, the sister of the original user, tries to get it back and calls on Micki and Ryan for help.—Gislef
- Joanne Mackey goes to the grave of her sister, Helen. and lays flowers on the tombstone. She remembers how Helen was taunted by the school bullies because of her looks, and how Joanne's boyfriend Scott eventually fell in love with Helen and the two of them apparently killed themselves rather than be torn apart. She remembers finding the compact after Helen's death, and vowing to keep it safe in Helen's memory so nobody will be hurt by it again.
On a set, photographer Emery Donahue is taking photos of models Sandy Thomerson and Kamichi , with faux gangsters. Model Tabitha Robbins is watching from offstage, and Tabitha notices and scowls at the younger model. Xxx continues taking photos of Sandy, and then calls Tabitha to come over as Joanne--the makeup girl-- assures Tabitha that she looks great. As Tabitha goes over, Emery tells her that she's the one he goes home with. He then complains about Tabitha's wrinkles and calls Joanne over.
As Emery calls Joanne over, he tells Tabitha that they can't cover her aging with airbrushing anymore. The aging model tells him to do it, and that she's the famous face rather than Emery or Sandy. The photographer angrily tells her that if the upcoming cover with Tabitha's photo doesn't "slam" people, it's over for Tabitha.
Tabitha goes back to her dressing table, crying in frustration. She curses Emery out, saying he wouldn't be there if not for her. Emery calls Joanne over to tend to Sandy and Kamichi, and Tabitha looks for a mirror to fix her own mascara and finds the compact in Joanne's purse. The compact mirror shows how Helen used the mirror on Scott.
At Curious Goods, Micki tends to an ailing Jack, who has a bad cold. Ryan and Micki assure Jack that they'll take care of things, and once Jack goes to his bedroom while asking them for things to bring him.
At the studio, Emery tells the owner of the magazine, Degage, that it's the hottest spread they've ever run. The owner, Cora St. Clair, asks how Tabitha's face was. Emery talks Tabitha up, and Cora tells him to reshoot the cover without Tabitha because Tabitha is a has-been. Joanne overhears them and takes the blame, but Cora says that she figures Joanne will do the best for Tabitha that she can because she's there on Tabitha's recommendation.
The owner walks off, and Joanne tells Emery that he can't replace Tabitha with Sandy. He says that Tabitha's career is over because of her age, and calls Sandy back in. Joanne checks her purse and discovers that the compact is gone.
Later at Tabitha's apartment, Emery tells Tabitha about her removal from the cover. She throws things at her, and figures that Sandy is replacing her. Emery warns that Cora doesn't change her mind, and tells Tabitha that the camera doesn't lie and it's someone else's turn. Tabitha look at her reflection in the compact mirror and says that they'll see. Emery goes to discuss the shoot with Sandy, and Tabitha looks at her wrinkles in the mirror and remembers what Emery said about it being over for her.
Joanne searches the studio for the compact but can't find it. She calls the shop, and Ryan answers. Joanne hears Ryan's voice but hangs up without saying anything.
Tabitha tells her plastic surgeon, Dr. Sterling, that she's going to stay on top. She asks how soon he can work on her, and he advises her that she still looks good and he won't risk damaging her face. Tabitha goes up the stairs, furious, and she shines the light off the mirror into Sterling's face. She sees his face covered in blood, and tells Sterling that he's going to make her perfect like she was before. Tabitha grabs Sterling and when they struggle, Sterling topples over the balcony and falls to his death on a glass end table below. There is glass in his face and it looks like what Tabitha saw in the mirror. Tabitha checks her own reflection in the mirror and discovers that the wrinkles are gone, and realizes the compact is responsible.
The next day, Jack continues to demand "service" from Ryan and Micki. Joanne comes in and reintroduces herself. The cousins bring Mackey in, and she tells them that she lost the compact. She says that she kept it in remembrance of Helen, and figures that someone at the magazine took it. Joanne hasn't noticed anyone acting like Helen, and Degage doesn't like visitors. Micki and Ryan go with Joanne to retrace her steps, and otherwise they have to hope nobody dies.
At the magazine studio, Joanne and the cousins arrive. Emery has Joanne make up the models for the next shoot, which is in a faux boring ring. When the photographer notices Ryan and Micki, Joanne tells Emery that they're family friends. Cora ignores Emery's protestations, saying that they're behind schedule. Once he goes. Joanne tells the cousins that Cora replaced Tabitha the previous day.
Joanne goes to work, greeting Sandy. Meanwhile, Emery tells Cora that he didn't make it home the previous night so he doesn't know how Tabitha is doing. Cora figures that Emery was with Sandy, congratulates him, and checks on Kamichi. Ryan and Micki look around but don't spot anything unusual. Meanwhile, Joanne asks Emery if he's seen the compact. When he says that he hasn't, he tells Joanne to "get in the game".
Tabitha approaches Emery, and Emery tells her that he can't have Tabitha upsetting Sandy. The older model reminds him that he got his job because of her, and asks him to let her say goodbye to people. Cora comes over and says that Tabitha's photos haven't done her justice, and criticizes Emery. She asks Tabitha to come to the shoot that night and they may put her on the cover. Joanne comes over and greets Tabitha, and asks her if she borrowed the compact. Tabitha denies having it.
Micki and Ryan return to the shop and tell Jack that they didn't find anything. Jack points out a newspaper article on Sterling's death, and Ryan notes that Tabitha didn't seem very upset. Considering, Jack speculates that the compact might do something different in Tabitha's hands. The cousins go back to talk to Joanne, while Jack checks with the coroner about Sterling's "freak accident".
At the set, Emery shows Cora his negatives of the shoot. Meanwhile, Joanne notices the returning wrinkles under Tabitha's face. Tabitha checks her face in the dressing table mirror and confirms that Joanne is right. Cora calls Tabitha over, and Tabitha puts on a pair of sunglasses to conceal the wrinkles. The owner tells Tabitha that she hasn't decided which model to use on the cover, and it will all be up to Tabitha.
Tabitha goes back to the mirror and checks her wrinkles. When Ryan and Micki return, they tell Joanne their suspicions about Tabitha. Joanne doesn't believe it, and says that Cora changed her mind about Tabitha. When Emery objects, Joanne tells him that the cousins are leaving. Once they go, Emery asks Joanne where Tabitha is, and the girl says that Tabitha went to the restroom to do her own face.
At Sandy's dressing table, Tabitha comes over and uses the compact on her. It shows a hideously scarred Sandy in the reflection, and Tabitha leaves in satisfaction after telling Sandy that her face will get her everything she deserves. Sandy is smoking, and when a makeup girl sprays her hair, the cigarette sets the spray on fire and Sandy's face is scarred by the burns. Joanne checks her face in the compact mirror and confirms that the wrinkles are gone.
The EMTs take Sandy away, moaning about her face, and Emery tries to reassure her. When Emery says to call it a night, Tabitha overhears him and protests, saying that they have a shoot to do. She insists that it's her cover and her spotlight, and tells everyone that it's not a business for the faint of heart. Tabitha dismissively says that Sandy wasn't right for the cover anyway and walks away. Joanne remembers how Helen acted the same way after hearing of Greg's death.
Tabitha goes back to her apartment with Emery, and says that she's going to blow everyone away. He offers to keep helping her if Tabitha wants him to be, and she tells him to make them drinks while she runs a bath. As she goes up to her bathroom, Emery calls Kamichi and says that he's stuck at work and can't make it. He tells Kamichi that he's talked Cora into having Tabitha and Kamichi doing the runaway show together.
Upstairs, Tabitha overhears Emery talking, takes out the compact, and walks away.
At the shop, Jack tells the cousins that the coroner told him that Sterling only got cuts and lacerations on his face. He figures that the compact is a weapon of revenge, and it feeds on the vanity of whoever has it. Micki and Ryan go to tell Joanne what's happening.
At the set, Emery and his co-workers prepare for the runway shoot. Joanne sees Tabitha, still wearing her sunglasses, but tells the model that she hasn't seen anything unusual. Joanne goes to get her things, while Emery tells Tabitha that the shoot is going to be awesome. He tells her that Kamichi will go out first since she's younger and fresher, and Tabitha readily agrees.
Once Emery goes back to the set, Tabitha checks her reflection and confirms the wrinkles are back. Joanne sees Tabitha take out the compact, and Joanne remembers how Helen had it.
The shoot begins and Kamichi comes out first. Afterward, Kamichi goes to her makeup table and Joanne tends to her. Tabitha looks on, while Joanne searches Tabitha's closet and finds what feels like the compact in her mentor's jacket pocket. Tabitha sees Kamichi go off with Emery for the next part of the shoot, and takes the compact out of her purse.
Tabitha goes backstage and uses the compact on Emery and Kamichi. She checks the reflection and sees them both badly scarred. Joanne joins them and sees Tabitha with the compact, and a lighting box falls on Emery and Kamichi. Both of them are scarred and Emery is killed, and Joanne grabs the compact from Tabitha and runs.
Tabitha goes after Joanne, who tells her mentor that she doesn't need it. The model removes her sunglasses, revealing that her wrinkles are gone.
Ryan and Mickey around on the set, and a hand directs them backstage where Joanne is. The cousins see the scarred Kamichi taken away.
Tabitha demands the compact from Joanne, saying that it helps her get people out of her way. When Joanne tells Tabitha that she needs to get rid of the compact, Tabitha says that she should have gotten rid of Joanne as soon as she learned what the compact could do. Ryan and Micki arrive, and Tabitha grabs the compact from the distracted Joanne.
When Tabitha reflects the light on the cousins, Ryan blocks it with his coat and gets Micki and Joanne to cover. The model comes after them, and Ryan shoves a rack of dresses at her. Micki grabs a makeup mirror and reflects the beam of light back on Tabitha's face. Joanne tells Tabitha to stop, and Tabitha says that they can't take her face and reflects the light at her assistant. When Joanne ducks, the beam of light bounces back on Tabitha's face. She collapses, her face wrinkling in seconds, and the model turns into a withered old hag before dying with the compact just out of her reach. Joanne picks up the compact and Micki takes it from her.
The next day at the shop, Micki tells Jack that Joanne doesn't want to see them because she loses someone close to her whenever they come around. Jack figures Joanne thought she was doing the right thing by keeping the compact rather than giving it to them, and says that they can blame Lewis rather than Joanne. Now she has to deal with Tabitha's death as well as Helen's, and wonders what will happen to her.
Joanne goes to Helen's grave.
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