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|Zack and Cody (as Tyreesha)|
|Guest Stars:||Victoria Justice as Rebecca|
|Writer:||Valerie Ahern, Christian McLaughlin|
|Originally Aired:||March 18, 2005|
"The Fairest of Them All" is the 2nd episode of the first season of The Suite Life of Zack & Cody. Cody falls in love with a girl named Rebecca, who is competing in the beauty pageant hosted at the Tipton Hotel, and Cody dresses up as Tyreesha, another girl who was supposed to compete (but forfeit), to get close to Rebecca.
The episode starts when Carey, the boys' mom, tells the boys she doesn't have enough money to buy them new bicycles, making the twins think that the hotel is boring.
Suddenly, a stream of girls who will be in a Beauty Contest show up and Cody falls for one called Rebecca, who shows signs of liking him back. When Cody goes to give flowers to her, he is forced to hide by putting on a wig and a dress, pretending to be contestant called Tyreesha. One of the judges sees him and forces him out on stage; he originally protests and refuses to go back, but when Zack told him the money is enough to buy new bicycles, he decided to stay in. He begins to hang out with the other contestants and pulls off the "girl look" so much that he ends up in the finals, but he eventually decides to quit. When he does, Zack decides to take his place as Tyreesha but is discovered. Although she is angry Cody lied to her, Rebecca eventually calms down and makes up with him before setting off.
- Carey: [to Zack and Cody] Guys, what's wrong with your own bikes? They're still perfectly good.
- Zack: Mom, they’re tricycles.
- Carey: We can't afford bikes right now, it’s either that or food. [The boys look excited] No, forget I gave you that option.
- Zack: Great, now we're stuck here with nothing to do. This is probably the most boringest hotel in the history of boring hotels.
- Cody: Oh, Zack. (turns Zack to a group of girls)
- Zack: I love this hotel!!!
- Cody: I can't believe I thought a girl would be more useful than a bike.
- Zack: It's okay, buddy. We all make mistakes.
- Maddie: I hate beauty pageants.
- Carey: I know. I never won one, either.
- Maddie: The point is, they reward girls for being shallow, plastic robots. What kind of superficial airhead thinks that's cool?
- London: [shows up in a crown and sash] Isn't this cool?
- Maddie: Oh, that kind.
- (Brianna and her mom push their way to the front desk with rude "Excuse Me!" comments)
- Brianna's Mom: (in a Southern accent) I need to speak to the manager (rings the desk bell) right away.
- Mr. Moseby: Marion Moseby at your service.
- Brianna's Mom: Well, Maryann, my Brianna is the odds-on favorite to win this year's Universal Mini-Miss beauty pageant.
- Mr. Moseby: I've already started working on your personal requests: foot roller, high wattage makeup mirror, and a bucket of fried possum fingers.
- Brianna's Mom: Thank you. (A honking noise is heard from outside) 'Scuse me, my house is double parked.
- Rebecca: [to Cody] Hi.
- Cody: (mumbles incoherently)
- Rebecca: I'm sorry, I don't speak Vietnamese.
- [After Cody offers to take Rebecca’s bags]
- Rebecca: That's really nice of you, but I'm not supposed to talk to strangers.
- Cody: Oh, it's okay, I'm not that strange, except for when I get really nervous, I can't stop talking, which is odd because I'm aware of it, and you'd think I'd know better, but for some strange reason...
- Rebecca: [interrupts Cody] Alrighty then!
- Zack: Ok, this thing is a total wash-out; the girls are all stuck up, phony...
- Cody: [about Rebecca] Don't talk about her like that! She's sweet and she's pure and everything that's good about life.
- Zack: Cody, you just met her!
- Cody: And yet, I know all I need to know about her...
- Zack: Oh yeah, what's her name?
- Cody: D'oh!
- Cody: (talking as Tyreesha on the phone) A slumber party?
- Zack: No I'm putting my foot down on this one!
- Cody: I'll be there.
- Zack: Apparently you don't understand the "foot down" concept!
- Cody: I'm sleeping over at Tapeworm's tonight.
- Carey: (to Zack) And you aren't?
- Zack: Uh, no, we got in a fight.
- Carey: You and Tapeworm?
- Cody: Me and Zack.
- Carey: (to Cody) Are you wearing lipstick?
- Zack: That's what the fight was about. I put lipstick on him while he was taking a nap.
- Carey: [to Zack] That wasn't very nice. [to Cody] And that's not your shade.
- Zack: I told you.
- Brianna's Mom: You know, these rose-colored candies are horrible.
- Mr. Moseby: That's soap, madam.
- Brianna's Mom: Well, then they're pretty dang good.
- Brianna’s Mom: Maryann, where can I dump my port-o-potty?
- Mr. Moseby: If you will excuse me, I have to help the Queen with her throne!
- Brianna's Mom: Maryann, I'm just letting you know I am not paying for this movie cause I didn't like it.
- Mr. Moseby: I'll waive the fee, Madam. I understand what it's like to have to look at something utterly repulsive.
- Rebecca: So, Tyreesha, what do you want to be when you grow up?
- Cody: [as himself] Oh, I'm gonna be a hockey player. (All the girls look at him funny) [in Tyreesha voice] Or a princess! Whichever pays better.
- Rebecca: I'm going to open a free animal shelter for underprivilged pets.
- Cody: I think that's beautiful.
- Rebecca: Thanks! I need to start saving for vet school now. (whispers) That's the only reason why I'm doing the pageant. (stops whispering) So, what are you doing it for?
- Cody: [in regular voice] Oh, I'm doing it so I can buy some bikes. (Rebecca looks at him sadly) [in Tyreesha voice] For underpriviledged pets!
- Cody: [to Zack] Hey! This is the only way I can be with Rebecca, and I'm gonna take it!
- Zack: No! You'll blow our cover and ruin our chances for new bikes!
- Cody: Tyreesha can do it!
- Zack: (in a girly voice) No, Tyreesha can't!
- Carey: Who's Tyreesha?
- Cody: This new weather person. She is so wrong. 40% humidity? I don't think so.
- Carey: The TV's not on.
- Zack: Yeah, that's because we just turned it off. We're sick of her lies.
- Brianna: Rebecca, you dress is so darling. It's just long enough to hide your scrawny, little chicken legs.
- Cody: [in regular voice] Hey, back off, or I… [in Tyreesha voice] I-I mean why can't we all just be nice to each other?
- Brianna: You are new!
- Rebecca: Thanks. Everyone else has been kinda mean. Except for the person who sent me these pretty flowers, but they didn't sign the card.
- Cody: It was me. (Rebecca looks at him funny) Uh, me brother Cody. Argh, I'm a pirate.
- Zack: [to Brianna] So, if I guess your name, do I win a kiss?
- Brianna: Aw! You're so adorable and so completely out of your league. (walks off)
- Cody: Smooth!
- Rebecca: [to Cody] You're so sweet. If you were a boy, I'd kiss you! (walks off)
- Tim: Hello Carey.
- Carey: Hello Tim.
- Tim: Sorry I missed your show last night. I had some socks that just had to be folded.
- Carey: I did three encores. That's when you sing more because they want you too.
- Woman: Miss Carey how would you like to do a song duet with Mr. Tim?
- Tim: When pigs fly.
- Carey: You fly?
- Mr. Moesby: Ms. Martin would be glad to oblige such a guest who brings so much business to the Tipton Hotel.
- Carey: Apparently it would be my pleasure.
- Rebecca: [to Zack] You're a boy?!
- Cody: (in Tyreesha voice) [to Zack] You're a boy?
- Rebecca: (angrily) Very funny! You guys are such jerks! (storms off)
- Carey: Zack, why are you wearing a skirt?
- Zack: I did it so we could win money for bikes.
- Carey: (sighs with relief) Oh, thank goodness.
- Maddie: Orlando Bloom likes smart girls. I know he does. I just know it!
- Cody: [to Zack] From now on, it's just you and me.
- Rebecca: (comes walking towards Zack and Cody) Cody, can I talk to you?
- Cody: Buzz off, bike boy! (pushes Zack out of the way)
- Zack: I'm sorry for being a selfish greedy goofball.
- Cody: No, you're not greedy.
- London: London's talking!
- Cody: I'm sweating in places I never sweated before.
- Carey: [to Zack and Cody] What is going on?
- Mr. Moseby: Oh, nothing out of the ordinary. Your boys are attempting to destroy my hotel again, but with a new twist. One of them is wearing a dress.
- Rebecca: So, I guess this is goodbye.
- Cody: (starts talking fast) Yeah, bye. I hate to say goodbye, 'cause you know we just met and your gonna be leaving and it's like..
- Rebecca: It’s ok. (kisses Cody and leaves)
- Cody: So much better than a bike!
- It is in this episode that Victoria Justice (who portrays Rebecca) receives her first kiss.
- Matt Winston, who plays Carey's old rival Tim, would go on to play another beauty pageant MC in the film Little Miss Sunshine.
- When Zack is skateboarding on stage, it is clear that it is a stand-in for Dylan Sprouse as the performer is much taller than Dylan.
- When London enters the suite for the girls' slumber party, Cody shouts, "London!" However, Cody's mouth does not move.