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NOTE: This spoiler was submitted by Jeremy.

1982 - A young Burt (Mason Cook) is seen running cheerfully down the street...that is, until we see a bully (Zachary Gordon - yes, the wimpy kid is a bully) chasing him. He catches up to Burt and tells him to eat tree bark. Burt says he was already going to do that, and the bully socks him in the gut. He berates Burt and leaves him in front of his house, whimpering.

Burt finds a note from his mom, who managed to remember it was his birthday, but merely leaving him the mix for him to bake his own cake, along with a big box. The gift is a Rance Holloway magic kit. Burt pops in the video that features Rance Holloway (Alan Arkin) doing a trick that captivates Burt.

The next day at school, Burt practices the magic on his own, even with the bullies laughing near him. A scrawny little boy named Anthony (Luke Vanek) sees Burt's disappearing handkerchief trick and is astonished. We see the kid is really unhealthy - he has medicine for asthma and testosterone (since he's "dangerously close to being a girl"). Burt invites Anthony over later, and the two go through Rance's magic kit for stuff to practice with.

Flash forward a few years, where adults Burt Wonderstone (Steve Carrell) and Anton Marvelton (Steve Buscemi) are playing magic gigs to sizable audiences. They catch the eye of Doug Munny (James Gandolfini), a manager of Bally's in Vegas. He gets Burt and Anton to meet in his office, and Munny wants to offer Burt a job playing at his hotel. The catch? He has to ditch Anton. However, Burt refuses, because he declares that he and Anton have always been and will always be a partnership.

Cut to ten years further, where the duo are now playing their own professional show, "The Incredible Burt and Anton in A Magical Friendship". They perform a magic trick called "The Hangman", where they have a lovely assistant "hang" Anton as Burt covers himself with his robe. The trick is that they have switched places.

The audience loves it, but backstage, Burt is behaving like a diva and making petty complaints while Anton tries to keep his cool. Their bickering causes the assistant to quit, which leads Burt to force a stagehand, Jane (Olivia Wilde), into filling in for their next trick. They are dressed up as jocks while Jane is a cheerleader. She and Burt get in a locker and Anton stabs through the locker with swords. In the locker, Burt tries to proposition Jane for sex, but she refuses.

During another act, Burt calls over a pretty girl from the audience, Miranda (Gillian Jacobs), to help with a trick. He later goes back to his hotel with her so he can sleep with her on a ridiculously oversized Vegas hotel bed. When she wakes up in the morning, she finds a card that Burt made for her where he photoshops a picture he took of her onto him as if he was cradling her. She's not impressed and tosses the card.

The duo are seen at a bar where magicians meet, including Rick the Implausible (Jay Mohr). Outside on the strip is a crowd of people watching Steve Gray (Jim Carrey). He performs a trick in which he has a man write the name of his mother on the card. Steve asks the man to punch him in the face after he insults his mother, so the man obliges and Steve has a rapidly-swelling lump on his face. He cuts his cheek to take off pressure from the wound, but he manages to pull the bloody card with the man's mother's name on it. The crowd is impressed, but neither Burt nor Anton are.

At their next show, the audience has noticeably declined. The duo aren't doing well, and later meet with Munny, who tells them their show sucks now. They've been doing the same thing for years, even with the same song. He shows them Steve Gray, who continues doing more ridiculously painful acts like holding his urine for some elaborate trick. Munny says they need a new trick fast. Anton spots a glass box holding a baseball, and he hatches an idea.

There is a big crowd forming to watch Burt and Anton, who are to stay in a glass box suspended above the air for a long time. Burt almost enters with a velvet fur suit, until Jane tells him he'd die with that up there. He now wears a suit, and he enters the box with Anton. Burt barely lasts 20 minutes before screwing up, causing him and Anton to fall out of the box, with Anton being seriously injured. Anton chastises Burt for his selfishness and ego, which is what has been ruining them. The duo effectively break up.

Burt tries to continue the show as a one man act, and it is disastrous. He loses his job, and as it turns out, after meeting with his accountant (Brad Garrett), Burt is broke. He loses his home and asks Jane if he can stay over. She reluctantly allows it, but only because Burt was already waiting outside her door for her to say yes.

They have dinner, and it is revealed that Jane is a rather skilled and aspiring magician. She performs a trick for Burt, which he is obviously impressed by. She admits to having been wowed by his magic ten years earlier, right before his falling out with Anton. She proposes to Burt that she be his partner now, but Burt brushes her off. The reason? Because she's a girl. Jane angrily kicks him out.

Burt is forced to stay a small motel, where he complains about his bed being too small. He tries to join David Copperfield (as himself) in his show, but Copperfield says he's doing fine on his own. He gets a job performing magic tricks at a retail store to sell Bounty. He sees an ad seeking entertainment at a retirement home. He finds that a lot of past entertainers are there, and he laments his predicament. Burt performs a trick where he makes a woman's bracelet vanish. She cries for it until Burt gives it back.

He is seen performing a trick for an audience, but a voice in the back heckles him for doing the act wrong. Burt discovers this is Rance Holloway, and he is starstruck. Burt asks for his help, but Rance refuses.

Burt sees Munny again for a job, since he is opening a new hotel - "DOUG" - but the best thing he can get is performing at Munny's kid's birthday party, since the kid is really the only fan Burt has. Burt agrees after Munny says he'll pay $500.

Burt goes back to the home and sees a commercial with Anton. He's in a poor village trying to spread magic to the people, even though he ignores the fact that they need food and water. From the looks of it, Anton is still fondly remembering his time with Burt, and it appears as though he misses him.

He meets with Rance at the home again, where Rance shows him a trick that involves a dove emerging from a salt shaker. Rance sees Burt's amazement in his eyes and tells him that's why he became a magic fan. Burt asks for help practicing for the birthday party, but Rance is hesitant. Burt tells Rance he has something he might want to see.

The two go to the streets, where Steve Gray is performing again, this time dressed as a pinata and spewing candy after getting hit. Burt is surprised to see Jane is working as Steve's assistant. Rance is appalled by Steve's form of magic and agrees to help Burt.

The duo practice to the folks at the home, where Jane comes in to visit the woman with the bracelet. Burt meets with her and apologizes for all the times that he was rude and misogynistic toward her, as well as forgetting her name (he always called her Nicole, which was the name of their previous assistant). She agrees to help Burt prepare for Munny's kid's birthday party.

On the day of the party, Rance is nowhere to be seen, and Burt is coming up soon, though Jane tries to encourage him. Munny takes the time to advertise his new hotel and announcing that there will be a gig in a few days, and the most popular gig will win a five-year contract with the hotel. He also points out that Steve is there, praising him before indifferently introducing Burt. Burt plays the quarter-behind-the-ear trick for Munny's son, Judah, which impresses the kids, but Steve goes up and performs an illusion trick, namely, lighting candles so he can burn "Happy Birthday Judah" on his forearm. As Burt tries to continue his show, Steve continues to try and one-up him, culminating when Burt presents Judah with a new puppy, which Steve swipes and appears to crush. That's when he pulls out a box with what looks like the same puppy, but Burt knows Steve hid the his pants. Outside, Burt is deeply upset over Steve's behavior, and when Jane tells Steve to back off, he says he really wants the gig.

Burt gets a call, and we see him and Jane rushing to the hospital. Rance has suffered a stroke and appears to be ailing. He does an overdramatic cough and pounds his chest, disappearing. However, it turns out he just went under the bed.

Burt meets with Anton in the bar, since he failed in his magic-spreading venture. The two reconcile, admitting they missed each other and that they'll always be friends. They later meet in the motel room with Jane, where they try to find the perfect trick. Jane asks about "The Disappearing Audience", which involves making everybody in the audience disappear from the theater. The duo suggest drugging the audience with a highly potent chemical from a leaf. They test their concoction, which effectively knocks both of them out and gives them slight short term memory loss.

The evening before the show, Burt thanks Jane for her help, and then invites her to become the opening act if he and Anton are successful. She gladly accepts, and she kisses him as Anton awkwardly leaves.

On the night of the performance, Munny proudly introduces Steve to the audience. His big trick is to drill a hole through his head. He succeeds...and presumably lobotomizes himself, as he is carried offstage while babbling incoherently.

As Burt and Anton are up next, Rance comes on and boasts of the big act, just as some fumes come from the stage and cover the audience...

Everybody wakes up far outside Vegas. They have no idea how they got there. Burt and Anton reveal themselves before the audience, and they are given a standing ovation for the trick. Munny congratulates the duo as they have successfully secured the contract. They gas him and the audience again to get them back to the theater, where they are applauded once more.

Burt, Anton, and Jane have formed a successful trio - The Incredible Burt and Anton with The Magnificent Jane. Before the credits roll, we see how the trio managed to perform the Disappearing Audience act. It involves a very long process with memorizing the seats and names of everybody while hauling them back and forth between the theater to outside the city and then back in trucks. One audience member almost catches them, but Burt motions him to shut his eyes so he can continue.

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