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Vanessa and Hillary are childhood best friends who grew up extremely wealthy in the Upper East Side. They are extremely judgmental and critical of people. One afternoon, Vanessa and Hillary are waiting in line at a boutique dressing room when they see a girl who they find "ugly." Vanessa pities the poor girl for being stuck with an unattractive face while living in Manhattan. However, Vanessa and Hillary are in for a surprise when they finally meet this girl.