When she is turned into a super-modelesque super-fighting machine, Tally, a former ugly, is ordered to keep the uglies down and the pretties stupid in a carefully engineered world of perfection where she refuses to play by the rules.

When beautiful, smart Nicole, disfigured by acid thrown in her face, and computer hacker Jay meet in the school psychologist's office, they become friends and Jay resolves to find her attacker.

Finally surgically transformed into a "pretty," sixteen-year-old Tally, now gorgeous and programmed to think only happy thoughts, is plagued by tangled memories of living in the Smoke, a rebel colony of "ugly" runaways hiding from the Special Circumstances authorities.