[PHYLLIS]
Never judge a book by its cover—
The thing that counts is what's inside
Never judge a lady by her lover—
It isn't a reliable guide

The lady may decide her obligations
Are merely to reflect his expectations
If his idea of ecstasy
'S to see what he expects to see—
Well, ignorance is bliss
But think of what he'll miss...

She was smart, tart
Dry as a martini—
Ah, but underneath...
She was all heart
Something by Puccini—
Ah, but underneath...

In the depths of her interior
Were fears she was inferior
And something even eerier
But no one dared to query her
Superior
Exterior
She was chic, sleek
Anything in fashion—
That was just a shell
Take a close peek
You could see the passion—
That was one as well

To conclude
You'd
Soon discover
The secret of her
Ap—
—peal
Was the wonder
Which lay underneath—
Which she wasn't about to reveal

[MEN]
She was sly, wry
Cool or coy or candid—

[PHYLLIS]
That was her liability
The curse of versatility...

[MEN]
Smart, shy
Whatever was demanded—
[PHYLLIS]
She'd only allow a man to see
Enough to fan his fantasy...

[MEN]
She made compliance
Into a science
One of the giants—

[PHYLLIS]
Loud or lewd or lah-dee-dah-dee
Everything to everybody

As changeable as a chameleon
With all that entails
But nobody saw what was really un-
Derneath all those veils

She was grand, bland
Brave or brisk or brittle
Anything required
Both concerned and
Strictly non-committal—
And a little tired

She was deftly deferential
Or so they wrote on her wreath
No one ever glimpsed her
Potential
But when stripped—
Down to the essential—
Mind you, this is—
Confidential—
Way down underneath...
[ENSEMBLE]
She was—!
She was—!
She was—

[PHYLLIS, spoken]
Sometimes when the wrappings fall
There's nothing underneath at all!