Framed by the story of the Ugly Duckling, Belinda  meets Robin Summers ten years after their first meeting.  Their first meeting is described when Robin was still in high school.  She takes refuge in her only friend, Ted, who likes her for who she is but is unable to defend her from mockery from the football team or the other girls, and unable to defend himself physically from them either.  Belinda is  substitute teacher that particular day and after giving Robin a special potion she goes home to try it.  She is at first hesitant, but then is certain that nothing can be worse for her.  after drinking it she falls asleep but then wakes up as a much more attractive young woman.  She immediately begins looking the part, choosing midriff revealing shirts and miniskirts as her clothing.  She now has the entire school under her control and she decides to seek revenge.  Although the previous day the quarterback of the football team had asked her out as a joke to the prom, now he is serious and she accepts.  While at the prom she leads him to a closet with the promise of sex ahead, but once there she locks him in with two of his teammates, the both of whom are drugged and handcuffed together.  After making enough noise to draw attention to himself, he is accused of being a homosexual, which although not true is a label he cannot shake (this will later cause him to commit suicide in university.)  Meanwhile the action is shown back in the present as Robin goes to a class reunion and meets her old friend Ted.  He is himself no longer a nerd, and invites her back to his place.  She discovers there what she thinks is a successful fashion career, but in fact it is the embalmed bodies of the women he has killed.  He intends to teach Robin a lesson as well and stabs her with a knife. Â
