[GLINDA]
You see Elphie, now that we´re friends, I´ve decided to make you my new project.

[ELPHABA]
You really don´t have to do that.

[GLINDA]
[brightly]
I know. That´s what makes me so nice!
[sings]
WHENEVER I SEE SOMEONE
LESS FORTUNATE THAN I
(AND LET´S FACE IT -- WHO ISN´T
LESS FORTUNATE THAN I?)
MY TENDER HEART
TENDS TO START TO BLEED
AND WHEN SOMEONE NEEDS A MAKEOVER
I SIMPLY HAVE TO TAKE OVER
I KNOW I KNOW EXACTLY WHAT THEY NEED
AND EVEN IN YOUR CASE
THO´ IT´S THE TOUGHEST CASE I´VE YET TO FACE
DON´T WORRY -- I´M DETERMINED TO SUCCEED
FOLLOW MY LEAD
AND YES, INDEED
YOU WILL BE...

POPULAR!
YOU´RE GONNA BE POPULAR!
I´LL TEACH YOU THE PROPER PLOYS
WHEN YOU TALK TO BOYS
LITTLE WAYS TO FLIRT AND FLOUNCE
I´LL SHOW YOU WHAT SHOES TO WEAR
HOW TO FIX YOUR HAIR
EVERYTHING THAT REALLY COUNTS

TO BE POPULAR!
I´LL HELP YOU BE POPULAR!
YOU´LL HANG WITH THE RIGHT COHORTS
YOU´LL BE GOOD AT SPORTS
KNOW THE SLANG YOU´VE GOT TO KNOW
SO LET´S START
´CAUSE YOU´VE GOT AN AWF´LLY LONG WAY TO GO...

DON´T BE OFFENDED BY MY FRANK ANALYSIS
THINK OF IT AS PERSONALITY DIALYSIS
NOW THAT I´VE CHOSEN TO BECOME A PAL, A SIS-
TER AND ADVISER
THERE´S NOBODY WISER
NOT WHEN IT COMES TO POPULAR --
I KNOW ABOUT POPULAR
AND WITH AN ASSIST FROM ME
TO BE WHO YOU´LL BE
INSTEAD OF DREARY WHO-YOU-WERE... ARE...
THERE´S NOTHING THAT CAN STOP YOU
FROM BECOMING POPU-
LER... LAR...
LA LA LA LA
WE´RE GONNA MAKE
YOU POPULAR...

WHEN I SEE DEPRESSING CREATURES
WITH UNPREPOSSESSING FEATURES
I REMIND THEM ON THEIR OWN BEHALF
TO THINK OF
CELEBRATED HEADS OF STATE OR
SPECIALLY GREAT COMMUNICATORS
DID THEY HAVE BRAINS OR KNOWLEDGE?
DON´T MAKE ME LAUGH!

THEY WERE POPULAR! PLEASE--
IT´S ALL ABOUT POPULAR!
IT´S NOT ABOUT APTITUDE
IT´S THE WAY YOU´RE VIEWED
SO IT´S VERY SHREWD TO BE
VERY VERY POPULAR
LIKE ME!

[GLINDA]
WHY MISS ELPHBA, LOOK AT YOU
YOU´RE BEAUTIFUL

[ELPHABA]
I HAVE TO GO

[GLINDA]
[Calls after her]
You´re welcome!
[sings]
AND THO´ YOU PROTEST
YOUR DISINTEREST
I KNOW CLANDESTINEDLY
YOU´RE GONNA GRIN AND BEAR IT
YOUR NEW-FOUND POPULAR--ITY
LA LA LA LA
YOU´LL BE POPULAR
JUST NOT QUITE AS POPULAR
AS ME!