Even though she has the mask in her hand, I think the face we’re seeing here is “Sheila Kingsley,” and Sheila Holland is the one we only see in profile.

Initial thoughts: By the end I really liked this book, but the beginning felt a bit creepy (due, I suspect, to its having a male author). Sheila’s descriptions of herself and her teacher were (inadvertently, I assume) very lesbian-subtext-y, and her views of how women age were bizarre, to put it mildly.


  • “average-looking Sheila Holland,” who obsesses about how plain she is and how young she looks (not in a good way)
  • her best friend Gwen Turko, who I kept thinking either had a crush on Sheila or was secretly actually her girlfriend. Basically I was anticipating a different ending for this novel in every possible way, and this was one of them.
  • their friend Jack Kidder, the third member of the photography club, the third member of their local “Freedom International” group, and would have made a great gay best friend character except he has a huge crush on Melissa Antonelli.
  • Sheila’s parents, Colleen and Gary, who are on the brink of divorce.
  • Ian Montgomery, the guy Sheila has a crush on. He’s a football star who secretly wants to be a chef.


When we first meet Sheila Holland, she’s sitting in class, comparing herself unfavourably to her teacher.

Her teacher, a startlingly attractive raven-haired woman, stood at the front of the class delivering a lecture. Sheila liked Mrs. Lang. When she first saw the woman, she had been prepared to hate her. Erika Lang was five-foot-six, trim, soft, and beautiful. Her features were dark and mysterious. The woman’s midnight hair spilled onto milk white shoulders that led to a magnificent, hourglass figure and long, perfect legs.

p. 10

Um, yes, she clearly does like Mrs. Lang. If I were describing someone that way it would mean I had a massive crush on them.

This is Gwen Turko, supposedly Sheila’s friend, “joking” with Sheila:

…by the time Sheila Holland is twenty-five, her boobs will be somewhere around her ankles.

p. 17

What? And here’s Sheila’s rebuttal:

“I’ve seen pictures of my mom. I’d give it ’til I’m thirty, then it all goes to hell. If I had any boobs, that is. Which I don’t.”

p. 17

Nick Baron is….really misinformed about how rapidly women age.

Incidentally, I spent most of the book thinking we’d get some kind of revelation that Gwen has a crush on Sheila. We don’t, although we do find out she has a massively co-dependent relationship with Sheila.

Anyway, here’s Gwen from Sheila’s perspective:

Gwen was a junior, like Sheila, and she dressed in blue jeans, a denim jacket, and a Mickey Mouse tee-shirt pulled down over her waist. Her sunglasses were jammed high into the curly mass that constituted her hair. She had never grown out of the tomboy stage.

p. 17

More Gwen:

“Monkey-boy” was Gwen’s term for Ian. Sheila didn’t like it much, but she said nothing. Gwen couldn’t understand Sheila’s continuing obsession with Ian. She had never been out on a date and had no interest in having a boyfriend. The concept of loving someone the way Sheila loved Ian–even though he didn’t know it–was alien to her.

pp. 17-18

The concept of loving someone you’ve literally never spoken to is pretty damned alien to me too, honestly.

Sheila and Gwen and their friend Jack all belong to the photography club, and also to something called Freedom International, which I think is meant to be Amnesty International. They’ve got plans to set up a booth at Wakefield Mall and give out flyers. Jack teasingly asks Sheila if she’s going to run off to the masquerade instead, which is a little mean since she wishes she could go to the masquerade. She foreshadowing-ly daydreams about wearing the mask she bought last weekend and approaching Ian.

Suddenly, Gwen asked, “You’re really thinking of going tonight, aren’t you?”

“What do you mean?”

“The masquerade.”

“I dunno.”

“I’ll go with you, if you want.”

“I don’t think either of us would really fit in there, do you?”

“Hey, I’ll go anywhere I like. No one’s going to tell me where I can and can’t go.”


At home, Sheila’s parents are constantly fighting, loudly, usually over money. They’re 71,000 dollars in debt, and blame each other.

Colleen was forty-one, and the years had taken their toll on her youthful beauty. Crow’s feet gathered in the corners of her eyes, deep smile lines marked her face, and the muscles of her neck had turned wiry. Her skin, once luminous–if Sheila could believe old photographs–was now dried out. She had dark blue eyes, short hair, and a figure that had once been stunning, and was now shot.

p. 31

That sounds more like a woman of sixty than of forty-one. I think Nick Baron has issues.

Sheila escapes to her bedroom, where she admires her mask and its intricate, Egyptian-looking patterns. She tries it on and passes out, and when she comes to she’s naked, and her clothes are shredded. She looks in the mirror, but there’s a different face looking back at her. Then she realizes that her body has changed as well.

There was something else, too. Sheila looked down at her chest.

“No way!” she shouted, suddenly raising her hands to cover the large bust that had sprung from nowhere. “All right, now I know I’m crazy.”

p. 40

After a few minutes of preening and admiring the “brilliant array of colors” that move across her skin (she’s her own light show now too, apparently), Sheila decides to go to the masquerade. She borrows some of her mother’s clothes (because her own don’t fit any more), and once she has them on they change into…this mess:

The sweatshirt had become a shiny black satin push-up number with a plunging V in the center. Half her cleavage was thrust upward and exposed. The bodysuit had no shoulders and she could feel that her back was completely open. The outfit clung so tightly around her hips and waist that she had to get used to breathing with it on. A touch of lace continued the V to her belly button.

p. 45

Deep breathing is all well and good, but breathing from your hips and waist is overdoing it, Sheila.

So Sheila climbs out her bedroom window and down a tree in this outfit. Believable!

Meanwhile at the Night Owl Club, Ian is bored. He sees a blonde in a pink fairy princess costume from behind, and assumes it’s his ex, but no:

“Carolyn, sweetheart–” he began, then stopped dead as a chorus of laughter erupted. Standing before him was Scotty Glickstein, a long haired, lightly bearded classmate.

“Ian,” he said, adjusting one of his healthily stuffed boobs, “I never knew you felt this way about me.”

Shoulders sinking, Ian tried to cover his embarrassment by playing along with the gag. “It’s been ever since that day in gym when you were all sweaty and your tee-shirt clung to you.”

“I’ve wanted you, too,” Scotty said in a breathless, mock-romantic tone. He swept Ian into his arms and dipped him. “Kiss me, you fool.”

p. 49

Then they walk hand in hand to the dance floor and dance.

Shortly after this Sheila shows up, and although “every boy in the club” turns to stare at her “in wonder and desire,” Ian gets there first, and they end up sitting in a booth together. Sheila says her name is Sheila Kingsley, and they are instantly smitten with each other, even though she refuses to tell him anything about herself.

They dance together, under the spotlight, only Sheila is enraged when the spotlight shifts to a cheerleader named Yvette Depree and her boyfriend Jimmy. Yvette is wearing “a chaste Little Red Riding Hood outfit,” and Sheila hates her.

Sheila and Ian sit down again. She lies that she’s from Wakefield, and then gets distracted by her friend Jack. He tries to buy a kiss from Melissa Antonelli, the girl he has a crush on, but she refuses. Sheila is disproportionately enraged by that, but then Melissa comes out from behind the kissing booth and gives Jack “the kiss of a lifetime.” She clearly actually likes him, but Sheila is convinced that Jack isn’t good looking enough to have attracted Melissa so she’s convinced it’s a plot to humiliate him. So Sheila’s self-esteem issues include her friends, too.

Yvette and Jimmy are sitting nearby, laughing, and when Sheila wishes she could hear their conversation she instantly can.

“I know,” Jimmy said. “I never thought I’d see the day that Ian Montgomery had to pay for it.”

“She might not actually be a professional,” Yvette said nastily. “Maybe she’s seen ‘Pretty Woman’ too many times and doesn’t know that the hooker look went out.”

p. 63

These people are repellent. Sheila is angry, which is fair enough, but also oddly concerned that she’s “far prettier than Yvette. She was the prettiest girl at the masquerade.” Effectively creepy. The mask has made her beautiful but seems to have only sharpened her insecurities.

Sheila goes home, de-masks, and has a fight with her mother. It turns out her parents are separating for a while.

Yvette, meanwhile, is walking home through the woods (dressed as Little Red Riding Hood), and something is following her.

The shadowman giggled maniacally as Yvette screamed. She could see its face now. The shadowman had gleaming silver razors for eyes, and a mouth filled with sparkling needles.

Pretty, pretty, pretty,” it murmured, bringing up its hands so that she could see its fingers were a collection of surgeon’s scalpels. She screamed and tried to get away, but it held her fast. Slowly, meticulously, the shadowman brought down the knives that were its fingers and unzipped her flesh.

p. 78

Well, that was creepy AF, and officially marked the point when I stopped stumbling over the awkward “oh look I have breasts” interior monologue and started appreciating this story.

At school the next day Sheila crosses paths with Ian, who of course doesn’t recognize her because she’s in her real body.

Ian was about a hundred feet away, about to step into a classroom, when he turned and gave Sheila the strangest look she had ever seen. He stared at her as if he was seeing something impossible. Then he shook his head, shuddered, and darted into the classroom.

pp. 84-85

It’s because for a split second he sees the shadowman, which is following Sheila around.

Sheila goes home and has a huge yelling argument with her mother, who put the mask into a different drawer, leaving Sheila panicking that she’s stolen it for herself.

“Look at it,” Colleen said. “It’s filthy. I didn’t look at it that closely when you bought it, but I can tell you, I wouldn’t want to show it to anyone until I had cleaned it up some.”

Understanding broke through the veil of anger that had been shadowing Sheila’s perceptions. Her mother saw the mask differently than she did. It did not seem enticing to her.

p. 89

Sheila’s father shows up and has a conversation with masked-Sheila, believing she’s his daughter’s friend from school. It’s creepy and inappropriate, because he’s asking some stranger all the stuff he should be asking his daughter–does she have a boyfriend, who her friends are, does she need a tutor–and then he just leaves without waiting for his daughter to get home.

The next night she masks up and meets up with Ian at the masquerade again, because this is a three-night-long party. He introduces her to his friend Michael, who asks how she found out about “The Abassax,” and the mask gets hot and painful during this conversation. Sheila excuses herself to go to the bathroom, wishes Michael would just leave, and then the pain abruptly stops so she returns to their table.

“Where’s Michael?” Sheila asked.

“You know Yvette Depree?”

Sheila sat down across from Ian. He took her hands. The pain was nothing more than a memory. “I know her.”

“She came and got Michael. It was really something. She said she needed to see him outside for a second, like they were old friends or something, and he just went with her. It was funny, though.”

“What was funny?”

“The way she just like–appeared….”

p. 107

At home there’s a woman in the shadows of Sheila’s bedroom. Sheila flicks on the light and for a second sees something with a mouthful of needles, but the woman “surges forward” and slaps the light off again.

The mask’s servant puts on a show for her, changing Sheila’s reflection into various famous actresses and celebrities (all dead), and assures her she will never want for anything again. She has one more night and then she has to decide: become Sheila Kingsly for good, or go back to being plain old Sheila Holland while the mask searches for “someone worthy of its gifts.” The shadowman gloats (silently) that Sheila doesn’t know it can take on the appearance of any of its victims, and is formless in the dark.

DRAMA. Sheila forgot completely about the Freedom International booth at the mall, and the next day at school Gwen goes off at her. Apparently, even though Melissa showed up with Jack to help out the whole thing was a disaster and now they’re not going to be doing the second night of pamphleteering.

Gwen’s lower lip was trembling. She looked as if she might cry at any moment. Sheila was stunned. She had never seen Gwen cry. Never.

“Are you okay?”

Get out of my life, okay?” Gwen snarled. “I should have known better than to trust anyone for anything. The only person you can trust is yourself. That’s it. Everyone else lets you down.”

“Are you saying this is my fault? That just because I wasn’t there–“

Goodbye,” Gwen hissed as she turned and stalked off.

pp. 120-121

I get that it is annoying when friends don’t show up for stuff, but that is a LOT of italicized hissing over skipping one volunteer activity. So at this point I assumed Gwen was in love with Sheila, and even sort of half-expected that maybe they’d end up together? I mean, it seemed possible.

Jack shows up and explains that Gwen got into an argument with the people who run Wakefield Mall (Jessica and Elizabeth, presumably), and that’s why they can’t go back tonight. Sheila realizes that the problem is that usually she’s there to control Gwen’s temper, but last night she wasn’t. Holy co-dependency, Batman. But Sheila does at least fume (to herself) that it isn’t her responsibility to manage Gwen’s actions.

This never gets addressed again. That fight is the last time we see Gwen, and it really bothered me.

Ms. Lang keeps Sheila after class to show her an old yearbook: Ms. Lang used to be plain and plump, and is obviously hoping to encourage Sheila. But Sheila takes exactly the wrong message from this, somehow concluding that “everyone wears a mask” and that supernaturally altering her identity forever is no worse than Ms. Lang wearing makeup. Even more disturbingly, she reflects that she has no right to be angry at Ian for not recognizing her without the mask–I mean, sure, she shouldn’t be angry with him for that, but her reasoning is awful:

It wasn’t his fault. She was the one who had done something wrong. She had been born plain. Ugly.

p. 129

So she masks up and leaves the school, and as she’s wondering what to do she hears a scream. She runs down an alley and into a courtyard and finds five boys menacing two girls. She throws herself in front of the girls and tells them not to look at her, and she faces the boys (with the girls behind her) and her face changes into a bloated corpse, the razor-toothed shadowman, and one of the boy’s faces as he’d appear if he’d been dead and underwater a few days (so…another bloated corpse, then). It freaks them out so much they run.

She goes back to Cooper High with the two girls she’s saved; I’m not sure why but anyway, she follows them in and sits with them. They thank her profusely, and she decides to do something the mask suggested last night, and find out what people really think of Sheila Holland. I think the mask must’ve assumed from her rock-bottom self-esteem that this would provide further reason for her to abandon her own identity forever. But they like Sheila Holland, and say so. The mask doesn’t appreciate that, and starts to hurt.

Then Ian shows up, and when she asks him about Sheila Holland he says he doesn’t really know her to see her, but he has a friend with a crush on her, and from all he’s heard he’d probably like her if he knew her.

He also tells her (Sheila Kingsly) again that he wants to know more about her. He’s confided all kinds of stuff, like his secret desire to be a chef, but she hasn’t told him anything.

At home she’s thinking about all this, and still wearing the mask, when her mother comes in (even though Sheila had thought she was alone in the house). Her mother proceeds to yell at Sheila a lot and tell her everything is her fault.

Colleen lowered her hand. “You snivelling, worthless little crybaby. Christ, I wish you had never been born.”

pp. 145-146

Of course it isn’t her mother. It’s the shadowman, which realizes after the fact that it’s made a mistake, and hopes Sheila doesn’t notice.

Feeling she has no one left to rely on–her parents don’t want her, Gwen won’t talk to her, Ian doesn’t even recognize her–she calls Jack, only to find out he’s gone to the Night Owl to wait for Melissa.

Sheila hung up the phone. She sat quietly for almost ten minutes before she exploded in rage. Melissa Antonelli. It always came back to her, didn’t it? Gwen was known to despise girls like Melissa on sight, but she accepted the girl, even seemed anxious to have Melissa take Sheila’s place within the group. Sheila couldn’t even talk to Jack any more. Even when he was with her, his thoughts were on Melissa.

p. 148

I accepted Sheila’s desire for more attention as harmless up until this point. Okay, so she’s plain and feels overlooked by guys. But if your desire for attention leads you to hate a person just because one of your friends is dating her, and the other is willing to be friends with her, you’re kind of toxic. I’m choosing to believe this is because the mask is magnifying all Sheila’s negative emotions.

Then she goes over to Melissa’s house, but she appears as the real-life version of the monster costume Michael was wearing at the masquerade, because she knows Melissa was afraid of the costume. She basically terrorizes Melissa into not showing up for her date with Jack, and self-justifies it as “protecting Jack” because Melissa is pretty and would have dumped him anyway.

“Pretty, pretty, pretty,” the monster said in a terrible voice.

Melissa felt a hot stinging sensation in her face and arms, She looked down and saw tiny splinters lodged in her flesh.

“Does the pretty pretty have plans for this evening?” the monster said in a taunting voice.

p. 154

At home Sheila is terrified too, wondering if tonight she’s heard the mask’s real voice for the first time. Because she wasn’t in control of any of the things she was saying, and she worries that next time she might not be able to stop.

Staring at the beautiful face in the mirror, Sheila wondered if she had ever seen anything so ugly in her entire life.

p. 157

At the Night Owl for the third night of the masquerade, Sheila can’t shake the feeling that something’s very wrong when people claim to have seen Michael and Yvette recently. It’s as if she senses they’re dead, but can’t fully access the thought. She sees Jack sitting alone, heartbroken, and understands that while there might have been a chance Melissa would hurt him, she’s the one who made it into a certainty. She also realizes something about that last conversation with her mother:

Sheila had put the mask on at lunchtime and had never taken it off. Her mother had seen Sheila wearing the mask and had spoken to the girl as if she were Sheila Holland, not Sheila Kingsly.

Colleen Holland had not been the person she had argued with this afternoon.

It had been this thing.

p. 165

Everything starts to fall rapidly into place. She persuades Ian and Jack that they need to go to Michael’s house, because she remembers him asking about the Abassax. He’s (obviously) not there, so they break in and hunt through his books.

BACKSTORY: a homely Egyptian princess who was jealous of her younger sister killed her and both their parents in exchange for the mask, which allowed her to live with her sister’s face. It has to renew itself periodically; each time it binds to someone new, it needs the blood of three beautiful people.

Sheila has visions of Michael and Yvette being killed, understands that she “chose” them by wishing them away, and gets the Scooby gang to go with her to Melissa’s house. While they’re there “Michael” shows up and gets between them and Melissa. But the television is broadcasting a story about his and Yvette’s bodies being found. So the shadowman unzips Michael’s face and reveals itself.

Sheila’s been panicking a bit because she couldn’t get the mask off earlier, but now she makes up her mind not to let this go any farther, and that’s enough to transform her back into Sheila Holland. She tells Ian this is who she really is, and that this is “the only person I can ever be. The only person I ever want to be.” It’s a satisfying scene, except for the part where she asks Ian if he can love her like this, and he says he doesn’t know. (I mean, that’s FAIR and all; he’s just found out a lot of creepy stuff in a short time.)

She says she’ll just have to live with that, and the mask drops to the floor. For the first time she can see that it is ugly and dirty, like her mother was saying earlier.

There’s one final scene where she shows up at Ian’s barbecue, and after a bit of uncertainty and some serious conversation and some crying (Sheila, not him), Ian admits that he feels something, still, when he looks at her. So they’re holding hands and making plans for future dates when the book ends. It feels like a very “malt shop novel” ending. Nice, but I honestly was more worried about the fight with Gwen. Are they friends again? Does Gwen learn to be less co-dependent? Does Sheila confess her jealousy about Gwen liking Melissa? Maybe they should date? Just tossing that out there.