Make me beautiful, make me beautiful…" Ella Fallon makes this secret wish every night. She and her lover Ed Leeming were born brilliant but ugly and their lives made a misery at California's most exclusive college by Scott Stockton, leader of 'The Beautiful Elite'. Stockton has it made. He is heir to an industrial multinational and plays the 'rich boy who gets what he wants' role to the hilt. If only Ella and Ed could be transformed into beautiful people. If only they could take over Scott Stockton's life and fortune. Enter the Svengali figure of Thomas Startz who is about to make their dreams come true.