LARINE (HEUNG HOI LAN, ANNE) and JOJO (CHAN MIU YING, MARIANE) have been friends since childhood. They have both been chosen to be mistresses to the emperor because of their beauty. LARINE’s mother died a long time ago. She pretends to be ugly when the government officials visit in order to stay with her father. However, during one festival, she saves the plain-dressed emperor, without realizing who he is. He cannot put her aside when he gets back to the palace and decides to marry her. JOJO is jealous of her. She lies to her and takes her to a gypsy, who switches their faces. From then on, their fates change. With LARINE’s face, JOJO enjoys all the luxuries in the palace. On the other hand, poor LARINE, having been betrayed by her best friend, is not recognized by her father and has become homeless. At last, she decides to meet the emperor to clarify everything as she thinks she is treated unfairly. JOJO is a very tough girl too. Will the truth be revealed? Will JOJO and LARINE be enemies forever?