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.

The punch line of Bunny's story ("...and she stepped on the ball") is a reference to Auntie Mame (1958), in which Gloria Upson tells a joke with the same punch line.

Billy Ray Valentine:
[watches Louis clean his shotgun] You know, you can't just go around and shoot people in the kneecaps with a double-barreled shotgun 'cause you pissed at 'em.


Louis Winthorpe III:
Why not?


Billy Ray Valentine:
'Cause it's called assault with a deadly weapon, you get 20 years for that shit.


Louis Winthorpe III:
Listen, do you have any better ideas?


Billy Ray Valentine:
Yeah. You know, it occurs to me that the best way you hurt rich people is by turning them into poor people.


Coleman:
You have to admit, sir, you didn't like it yourself a bit.

Continuity: When Valentine is in the Dukes' limo, rain on the rear window disappears and reappears repeatedly between shots.

By Wolfgang Amadeus Mozart
Conducted by Elmer Bernstein