Jason Foster (Robert Keith), a very wealthy old man, is dying. Cranky and candid, Jason is not cheered by a visit from his daughter Emily (Virginia Gregg) and her family—husband Wilfred (Milton Selzer), son Wilfred Jr. (Alan Sues) and daughter Paula (Brooke Hayward). All four have various terrible traits—Emily is a cowardly, self-centered hypochondriac who whines and complains about the most trivial things; Wilfred, a successful businessman, is uncultured and greedy, thinking of everything in monetary terms; Paula is extremely vain, constantly checking her appearance in the mirror (in fact, she is looking in one when she greets her grandfather); and Wilfred Jr. is an oafish, sadistic bully who enjoys causing pain and suffering to other people and animals. Moreover, it is clear that they are only there in order to claim Jason's fortune once he dies. Jason is not shy about his opinions of his family and openly insults them all. In an act of apology, he says he has a special Mardi Gras party planned for the little group that night.
After dinner, the family gathers in Jason's study, where he offers special one-of-a-kind masks. These masks, which he said are "crafted by an old Cajun", are very ugly creations. Jason informs his daughter, son-in-law, and grandchildren that a Mardi Gras custom is to wear masks that are the exact opposite of a person's true personality. Thereupon, he says sarcastically that these masks are just that—and offers the mask of a sniveling coward to Emily, a miserable miser to Wilfred, a twisted buffoon to Wilfred Jr., and a self-obsessed narcissist to Paula. He himself dons a skull, claiming that the opposite of life is death. The family is reluctant to wear the ugly masks until Jason quotes his demands as a proviso from his will: unless all four of them don the masks and leave them on until midnight, all they will receive from his vast estate is train fare home to Boston. So the foursome comply in spite of their disgust.
As the hours tick by, all four beg to be allowed to take off the masks, claiming that they are worse than uncomfortable — they are unbearable. Their pleas are wasted on Jason, who delivers his final tirade to his family; he explains that even "without [their] masks, [they're] caricatures!" Right before he dies, just after the stroke of midnight, he informs them that they have fulfilled the terms of the will and now own his entire estate. The foursome rejoice in the fact that they are now rich, until they remove their disguises and find, to their horror, that their faces have conformed to the hideous shapes of the masks. When Jason's mask is removed, it appears as if nothing has changed, but his face is actually the expression of death itself—calm, peaceful and serene. As Dr. Sam Thorne (Willis Bouchey) observes, "This must be death. No horror, no fear...nothing but peace." As the episode ends, the butler, Jeffrey (Bill Walker), looks upon the relatives' ugly faces.
"Even without your tropes, you're caricatures!":
- Actually Pretty Funny: Dr. Sam Thorne takes Jason's jibes in stride, even laughing openly at one point.
- An Aesop: A darker variation of "You cannot hide who you truly are".
- And There Was Much Rejoicing: The heirs don't attempt to mask their joy over Jason finally dying, but it's cut short when they take off their masks.
- The Atoner: Jason Foster as a wealthy man who has taken on a personal mission to atone for his own debts and deal out some long-overdue karma to his less-than-ideal heirs on the deathbed.
- Attention Whore: Jason describes Emily as such, who puts her petty ailings and entitlements over everything else.
- Bad Liar: Anytime the heirs act hurt by Jason's accusations that they're only interested in his wealth.
- Bad People Abuse Animals: Jason mentions that he has seen Wilfred, Jr. kill small animals in the past. He later says that Wilfred, Jr. sees humanity as an animal caught in a trap to be tormented.
- Batman Gambit: Jason knew that the threat of not getting the inheritance would get the family to wear the masks.
- Becoming the Costume:
- Jason Foster forces his worthless heirs to wear masks caricaturing their worst personality traits - if they take them off before midnight, they get cut out of his will. At midnight, he dies and they shed the masks, only to discover that their faces have taken on the shapes of the masks permanently.
- Averted with Jason, who keeps his humble, human face and not gaining the skeleton appearance of Death's skull. Though by the end of the episode, he is dead, thus playing the trope straight.
- Big Brother Instinct: Downplayed since they doesn't get much screentime compared to Jason or their parents, but when Wilford, Sr. reveals his changed face, Paula turns away in shock to Wilford, Jr. who holds her. And towards the end of the episode, he seems to be comforting her as the whole family is somberly taking their situation in.
- Bittersweet Ending: The relatives are now loaded with an estate, stocks, bonds, and millions of dollars, but are permanently disfigured by the masks they had to wear to get it. Given the relatives' behavior, the fact they're disfigured could be considered the sweet part.
- Blatant Lies: Jason's relatives insist to anyone who will listen that they are there because they care about him and not because of his inheritance. He doesn't buy it for a second, but they all do.
- Bottle Episode: This episode features only two sets: Jason's bedroom and his living room.
- Brutal Honesty: Jason is not about to spend his final hours sugarcoating his words to his heirs. He also values this as a trait in general—he tells Dr. Thorne that he expects to be treated with absolute honesty. Thorne has learned to accept this and does as he's requested.
- The Bully: Wilfred, Jr., as far as Jason is concerned.
- Calling the Young Man Out: The dying Jason Foster spends his final hours quietly snarking at his family, always sailing just below the line of flat-out insulting them. However, once it finally becomes clear that they're more interested in getting his inheritance instead of actually connecting with him on any level - or even pretending to be anything other than utterly hateful people - Jason blasts the entire group with a bitter diatribe targeting their many, many flaws: his daughter's hypochondria and selfishness, his son-in-law's greed, his granddaughter's narcissism, and his grandson's cruelty.
- Cool Old Guy: Jason Foster, considering what he managed to pull on his own greedy relatives.
- Deadpan Snarker: Jason gets some truly stinging one-liners in on his relatives.
- Deathly Unmasking: At the final stroke of midnight, Jason Foster finally dies... only for his family to discover that all of them have been permanently disfigured by their masks. By contrast, when Jason is unmasked post-mortem, it's found that he still retains his true appearance.
- Determinator: Jason was determined to stay alive at least until midnight—largely because the masks' magic seemed to require it.
- Dirty Coward: Emily definitely has the "coward" part down. She's a petty hypochondriac who treats every little discomfort as though it were a terrible sickness, to the point that she tried (unsuccessfully) to convince Dr. Thorne to look her over when he clearly has other patients to attend to. Later while wearing her mask, she whines about how she's 'suffocating'. And she wasn't too proud to beg her father to let them prematurely remove their masks before midnight.
- Dramatic Unmask: Five in a row—each of the heirs removing their personal mask and seeing their now grotesque faces, and Dr. Thorne slowly removing Jason's to discover his calm expression in death.
- Establishing Character Moment:
- The entire prologue gives Jason one. He may be snarky and grouchy to his doctor, but he's also good friends with him and appreciates Thorne's honesty. This gives us the implication that Jason is far more sympathetic than his relatives.
- The relatives get their respective ones, before and during their visit with the dying Jason.
- Emily complains over her aches and pains.
- Paula is applying make-up.
- Wilfred Jr. doesn't hint any intelligence on his part.
- Wilfred Sr. tries to gauge how "the old boy is doing".
- Face Death with Dignity: Jason never once laments his impending death. Thorne comments on the peaceful look on his face while examining the body.
- Facial Horror: The punishment Jason gives his heirs by wearing the masks.
- Flowery Insults: Jason hits his heirs where it hurts with poetic, verbose and scathing insults.
- Four-Temperament Ensemble: The heirs: sanguine Emily, melancholic Wilfred, phlegmatic Paula, and choleric Wilfred, Jr.
- Greed: The relatives' motivation for visiting Jason.
- Hidden Heart of Gold: Jason is Brutally Honest with everyone, but you can tell he's actually kind to his doctor and butler (i.e. people who are either honest with him or hard-working).
- Hypochondria: Emily. Her first scene involves asking Jason's doctor Sam Thorne for some medicine for a pain in her arm. Jason comments for the last 25 years, she has claimed one ailment after another after another. She claims to be at Death's door so often, he notes she must have worn a hole in the welcome mat.
- It's All About Me: Paula is exceptionally self-absorbed and obsessed with her own looks, that Jason comments she lives in a mirror, and sees the world as nothing more than a reflection of herself.
- It's Always Mardi Gras in New Orleans: The episode surrounds Mardi Gras night. Justified because it makes Jason suggesting they wear masks not seem unusual.
- Jerk with a Heart of Gold: Implied with Jason. He may be brutally honest and snarky, but he's nothing if not honorable, hard-working, or morally sound.
- Karmic Transformation: The goal of Jason's ploy is to inflict this on his relatives, making them as ugly on the outside as they are on the inside. He succeeds.
- Laser-Guided Karma: Jason Foster's greedy relatives get what they deserve when he dies and they take their masks off.
- Nice to the Waiter: Jason is genuinely polite to his butler Jeffrey, and treats him well. It's especially surprising because Jeffrey is African-American; considering that Jason's lived through most of the twentieth century (and at least some of the nineteenth) and is quite rich, it would be easy for him to be a racist, but there's no indication of any kind that he is.
- No Sympathy: The reaction to Jason's death, inadvertently proving him right about what jerks his relatives are in the speech he just made; see below.Wilfred: At long last, he's dead.
Wilfred, Jr.: Good!
- Older Hero vs. Younger Villain: Jason is the protagonist who Serling describes as "ancient". Additionally, he espouses his morals in his scathing speeches to his heirs and is liked by his doctor and butler. Meanwhile, all of his heirs are vapid and immoral.
- On One Condition: Jason makes it clear that in order to inherit his fortune, his heirs must wear the masks until midnight, otherwise they get nothing beyond their return train fare. They fulfill the requirement, only to find it has permanent effects.
- The Promise: Jason Foster's will dictates if they wear their given masks until the unmasking (midnight) they will inherit all of his vast fortune. If any one of them removes their mask before hand, they will have only enough for train fare back to Boston.
- Psychopathic Manchild: Sadistic Wilfred Jr. as described by his grandfather. Jason recalls seeing him torment small animals since he was a young boy and implies he has never grown out of that behavior.
- Punished with Ugly: All of the heirs. But at least they gained the whole estate, which dovetails into:
- Pyrrhic Villainy: The heirs succeed in fulfilling Jason's last wish, to wear the masks until midnight. As a result, they will inherit all the fortune Jason possessed. However, now they must suffer faces that reflect their inner ugliness and pettiness, with the closing narration implying they will have to live out the rest of their lives hiding said deformities and likely not get to enjoy what they've gotten..
- "The Reason You Suck" Speech: Jason Foster gives one to his greedy relatives, and it's a doozy:Emily Harper: Are you feeling weaker, Father?
Jason Foster: At last, a note of hope in your voice, Emily.
Emily Harper: Why must you always say such miserable, cruel things to me?!
Wilfred Harper Sr.: Yes, Father, I quite agree!
Jason Foster: Why indeed, Emily, because you're cruel and miserable people! Because none of you respond to love! Emily responds only to what her petty hungers dictate! A prime example of this being her marriage to Wilfred...a marriage which broke her dear late mother's heart, in every sense! Wilfred responds only to things that have weight and bulk and value! He feels books, he doesn't read them! He appraises paintings, he doesn't seek out their truth or their beauty! And Paula there lives in a mirror; the world is nothing more to her than a reflection of herself. And her brother... Humanity, to him, is a small animal, caught in a trap, to be tormented! His pleasure is the giving of pain, and from this he receives the same sense of fulfillment most human beings get from a kiss or an embrace! You're caricatures, all of you! Even without your masks, you're caricatures!
- Referenced By: William Shakespeare: Paula says that Emily has done nothing but complain ever since they arrived in New Orleans. Emily replies "He jests at scars that never felt a wound." This is a line from Romeo and Juliet, Act II, Scene II.
- Reverse Psychology: Jason does this to the heirs in order to talk them into wearing the masks. When he describes Wilfred Sr's mask...Jason Foster: Now the opposite of all this... amiability would be... this face here! Look at it!
Wilfred Harper Sr: Charming!
Jason Foster: Wear it! Live with it a while Wilfred. It has great subtlety Wilfred. There's greed, avarice, cruelty. All of the character traits that you don't have...
- Sadist: Wilfred Jr. is a bully who delights in the pain and suffering of others.
- Scenery Porn: Jason Foster's mansion, to a degree.
- Screw Politeness, I'm a Senior!: Jason is this trope incarnate. He doesn't take half-measures when showing his dislike or hatred for those who have earned it in his book.
- The Scrooge: Wilfred Sr. is described as one, who sees nothing but the monetary value in everything and how he can make a buck off of it, and doesn't seek their meaning or beauty.
- Self-Made Man: Jason's dialogue implies that he's one, as he remarks that his relatives plan to "take everything I've built, to reap everything I've sown!"
- Small Role, Big Impact: Thorne and Jeffrey (the butler) only appear in a couple of scenes, but through their interactions with him, we can see that Jason isn't just some angry old man. He can get along fine with others, which makes his disdain for his relatives far more genuine.
- Spiteful Will: The episode gives this trope a supernatural twist.
- Too Dumb to Live: After Jason's spent the entire first half of the episode calling out his relatives for their negative qualities, he turns around and claims that the four masks which embody those qualities are the opposite of their true selves. Only complete fools would fail to catch the sarcasm... and they all fall for it, hook, line, and sinker. It helps cement the heirs as completely self-absorbed — they're so awful they don't realize they're awful.
- Villainous Valor: More like Jerkass Valor, with a minor in Villainous Friendship, but it still abides by the trope's playbook. For all of the heirs' undesirable characteristics, they show nothing but complete and total respect and support for each other (which hints at Hidden Depths, among other things).
- Vitriolic Best Buds: Jason and Sam Thorne have known each other for many years. As such, they freely snark at each other and don't sugarcoat their words but it's clear there's a strong level of genuine affection and respect between them.
- Wham Shot: The close-up of Wilfred Sr.'s new, hideously ugly face. It's predicted by his wife and children's reactions.
- When the Clock Strikes Twelve: The dying Jason Foster forces his relatives to wear their masks until midnight, on pain of losing their inheritance. Foster dies at the stroke of midnight, but when the relatives remove their masks they discover that something unusual has occurred.