|“||I've got an idea, we'll make up a story together! That way, we'll see how it's done!||”|
—Mr. Grasso, "Once Upon a Time"
Mr. Grasso has a great way to boost creativity - making up a story together.
The episode starts with Mr. Grasso telling his students to calm down and tell them they will be making a story together to get ideas for designs. Mr. Grasso suggests a story about him as a rock-star, but Rita starts the story with her as a princess, but Dory and Julia want to be as well. They describe themselves to have the largest wardrobe in the world.
Interrupted by Sam, who explains him and Will are Prince's that are spies in disguise to get to the ball on time. Back to the Beautiful People, they order Michelle (who is a maid) to make dresses for them, but Michelle creates a dress for herself from thin air.
Mr. Grasso, who is now a wizard, is turned into a magical unicorn that gives her a dareway to get to the ball but instead she gets a limousine. The Boys are already at the ball waiting for Princess to arrive but then the Indie Girls, who are now Princess, appear. Jealous, the Beautiful People arrive to stop them.
For that reason, the eight battle and they all turn into their Galactic outfits. Their argument is stopped by the bell. The episode ends with Sam telling Mr. Grasso the lesson was epic.
- Michelle Fairchild
- Lilith Henderson
- Tasha Robinson
- Julia Cooper
- Princess Julia (imaginary; debut)
- Rita Finucci
- Princess Rita (imaginary; debut)
- Dory Skornik
- Princess Dory (imaginary; debut)
- William Bradley
- Prince William (imaginary; debut)
- Sam Ryan
- Prince Sam (imaginary; debut)
- Mr. Grasso
- Wizard/Magical Talking Unicorn (imaginary; debut)
- Ninjas (imaginary; debut)
- Scotty (fantasy sequence)
- Jenny (cameo)
- Stella Marie (cameo)
- Lisa (cameo)
- Walter (cameo)
- PINY students
- Michelle's Brooch
- Lilith's Brooch
- Tasha's Brooches
- Julia's Brooch
- Rita's Bow
- Will's cellphone (fantasy sequence)
- Michelle's Dareway (fantasy sequence)
- Will's Skateboard (fantasy sequence)
- Sam's Skateboard (fantasy sequence)
- Bella Lima's Wings (fantasy sequence)
- Light Swords (fantasy sequence; debut)
- New York City
- In the beginning, Michelle is seen to be the only student who's excited for writing a story for the class.
- According to Mr. Grasso, not every class at PINY is in fashion design. This is true, because there's culinary class taught by Mr. Goldsuite, gym class taught by Coach Spencer, and drama class taught by Mrs. Bogart.
- Apparently Mr. Grasso wants to quit his teaching job to pursue his dream of becoming a rock star.
- The story was interrupted 14 times.
- The Galactic Princess costume from "Cosmania" makes it reappearance.
- The Wizard/Magical Talking Unicorn has rainbow streak on his hair, a reference to Mr. Grasso's rock star self.
- The golden limousine is similar to the one Austin Zimmer rides in "American Mydol".
- The scene when Prince Will meets and falls in love with Princess Julia foreshadows that the real Will would falls in love with Julia after the latter redeems herself in "Coffee Girl".
- When the Beautiful People and the Indie Girls are battling each other in the fantasy sequence, Princess Rita's sprouts the black Bella Lima's wings from the titular episode. The difference is that the wings is much larger.
- It's revealed that Mr. Grasso plays the guitar ambidextrously.
- When Princess Tasha transforms into Robo-Tasha, her dreadlock hair is changed into an afro. This makes it the only post-"Father's Day" episode (except "Golden Ticket") in which Tasha is seen in an afro.
- Only three students in Mr. Grasso's class isn't seen arguing with anyone near the end of the episode: the blonde ponytail girl, the black-haired with blue streak boy, and the green-haired boy.
- Princess Michelle's dress is similar to the "graceful" dress the real Michelle briefly wore in "First Impressions". The difference between the two dresses is the skirt pattern.
- The entire story that the class come up with is based on Cinderella.
- The light swords are references to the lightsabers from Star Wars.
- The scene of giant Scotty battling giant Robo-Tasha is a reference to Godzilla.
- In some scenes, Michelle's brooch is on her right side of her head as opposed to her left:
- Before the fantasy sequence of Mr. Grasso as a rock star.
- When Mr. Grasso explains how Princess Michelle would get to the ball.
- There're a few scenes in which Dory/Princess Dory's lips are pink instead of purple:
- When she and Julia both agree on Rita's suggestion for the main character to be a princess.
- Before the fantasy sequence shows Prince Will waiting for the princess.
- When Princess Rita scolds at Princess Michelle to get out of the ball.
- When the class are argue at what happen to the characters when the Princesses battle each other.
- According to Rita, Princess Rita wears a "beautiful gown and sat on a beautiful throne". But Princess Rita is actually wearing a cape.
- The second time the Beautiful People as princesses are shown, Princess Julia's and Princess Rita's thrones swap places. It stays that way for the rest of the fantasy sequence.
- After the fantasy ends when Princess Michelle (as a maid) trips and fall, Julia and Rita switches seats.
- Before the fantasy sequence shows Princess Tasha transforming into Robo-Tasha, Lilith's brooch is on her right side of her head instead of her left.
- When Princess Tasha transforms into Robo-Tasha, Princess Julia's brooch is on her right side of head as opposed to her left.
- Princess Rita's bow on the right side of her hair horn as opposed to her left when Robo-Tasha grows into a giant.
- When Rita walks to the classroom exit, her earrings are white instead of black.
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