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The Fairest of Them All
Zack and Cody (as Tyreesha)
Season: 1
Episode: 2 (season)
2 (series)
Production Code: 104
Guest Stars: Victoria Justice as Rebecca
Writer: Valerie Ahern, Christian McLaughlin
Director: Rich Correll
Originally Aired: March 18, 2005
"Hotel Hangout"
"Maddie Checks In"

"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.


Maddie: I hate beauty pageants.
Carey: I know. I never won one, either.
Brianna's Mom: 'Scuse me, my house is double parked.
Cody: (mumbles incoherently)
Rebecca: I'm sorry, I don't speak Vietnamese.
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!
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: Mary-ann, where can I dump my port-o-potty?
Mr. Moseby: If you will excuse me, I have to help the Queen with her throne!
Rebecca: (to Cody) You're so sweet. If you were a boy, I'd kiss you!
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. Moseby: 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.
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.
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.
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.
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 you're gonna be leaving and it's like...
Rebecca: It's okay. (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.
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