- Penny - Tori Vega
- Bellhop - Beck Oliver
- Rich Gentleman - Robbie Shapiro
- Unnamed Character - Jade West
The story is about two men falling in love with a beautiful girl named Penny (Tori). The rich man (Robbie) loves her because she's so beautiful and forces a marriage proposal on her that she refuses. The bellhop (Beck) loves Penny for herself, beautiful or not. In the end, Penny punches out the rich man after falling for the bellhop.
Due to inconveniences, the plot of the story, as told by Hollywood Arts, changes into the two men falling for a zombie-faced woman both thinking she is beautiful and competing for her. In the final number, when Tori finally gets the make-up off, Penny becomes physically beautiful. This (accidental) change was praised by Sophia Michelle because it showed that "substance goes over beauty."
(Spotlight on Rich Man and Penny)
Penny: I- I don't know.
Rich Man: Oh, come on! Why can't you admit you're in love with me?
Penny: Why are you in love with me?
Rich Man: Because, you're beautiful. Look at your face in the moonlight.
Penny: I can't.
Rich Man: You can.
Penny: No, a person can't look at their face, it's impossible.
Rich Man: Then marry me and I'll buy you a thousand mirrors.
Penny: But that's so many!
Rich Man: My father's a billionaire. I can give you everything you've ever wanted, and... I'm very good-looking.
Penny: Humm... yeah.
Rich Man: Think. (Penny turns and spotlight on Bellhop)
Penny: I don't know.
Bellhop: It's okay that you don't know.
Penny: But you deserve an answer.
Bellhop: I can wait, for you I would wait a thousand years.
Penny: But that's so many!
Bellhop: I know I'm poor, I know I don't have much to offer, but I do, love you.
(Penny turns around and walks away)
Penny: Because I'm beautiful?
Bellhop: I don't love you because you're beautiful, (While walking up behind Penny)
(Bellhop reaches out and grabs Penny's shoulder and turns her around)
Bellhop: You're beautiful because I love you.
Rich Man: So I'm on my private jet almost halfway to Barcelona when I say to the pilot, "I've changed my mind. Take a left. We're going to Prague!" (slaps knee and laughs)
Rich Man's Companion: (laughs and slaps knee) You're too much.
Rich Man: Aren't I?
(Bellhop enters and picks up bags)
Rich Man: Hey, hey, hey. You there!
Bellhop: Yes, sir?
Rich Man: That luggage is very expensive! Don't just toss that around like a monkey.
Bellhop: I'm sorry-
Rich Man's Companion: (cuts off Bellhop) Whoa, whoa, whoa. Look at that girl coming this way.
Rich Man: Oh my God she's... gorgeous.
Bellhop: She's beautiful.
- Finally Falling
- Don't Tell Me
- Beauty (Reprise)
- Note: Beauty and Don't Tell Me were not in the episode due to the fact that the episode was only thirty minutes long, and the three songs would have added a ten minute time slot. The script could not be recovered.
- Though Jade's part is not seen on-screen, her character must be important because when she offered to replace Tori as the lead, the director said no because there would be no one to play her part.
- The title could be a reference to the ITV (and for a short time, BBC) TV drama Upstairs, Downstairs, as well as Downton Abbey.
- The play is said to have 5 songs featuring Tori, because when Tori was talking to Cat in the Makeup Room, she said she wasn't going to help Cat with her make-up project because she has the main role in a play and has 5 songs to learn.
- Although it was praised by Sophia Michelle she, along with other people, thought Robbie didn't do a good job.