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Louis Winthorpe III is a successful Philadelphia commodity broker with mansion, manservant and girlfriend to match. Billy Ray Valentine is a hustling beggar. Winthorpe's employers, the elderly Duke brothers, make a bet that by switching the lifestyle of the two Billy Ray will make good and their man will take to a life of crime. Suddenly Louis finds himself uncomprehendingly with no job, no home and only a new acquaintance, glamorous hooker Ophelia, prepared to help him. So at least in one way things could actually be worse.