In the kingdom of Graydagon, a cruel man named Alistair Graydagon is crowned king. Upon his rule, he declared that all ugly people shall die. Many years later, deep within the forest that lies in the outskirts of town, lives Shaina, a girl who was unlucky enough to be born ugly. She lives with her caretaker Calla, who one day comes home with an invitation to Prince Liam's Masquerade Ball the following night. When Shania finds finds the invitation sticking out of Calla's bag, Shaina takes this as an opportunity to go to the ball, despite knowing the consequences; Her lack of beauty could get her killed.