Penny:  He 's a really good looking guy and I thought he was kind of cheesy at first .
Dr. Horrible: Trust your instincts .
Penny: But , he turned out to be totally sweet . Sometimes people are layered like that . There 's something totally different underneath than what 's on the surface .
Dr. Horrible: And sometimes there 's a third , even deeper level , and that _ one _ is the same as the top surface one . Like with pie .