(feat. Kristin Chenoweth)

[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!

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