[Glinda]
Elphie, now that we're friends, I've decided to make you my new project

[Elphaba]
Oh, you really don't have to do that

[Glinda]
I know!
That's what makes me so nice

[Glinda]
Whenever I see someone less fortunate than I
And let's face it, right? 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
Though 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, ah

Popular
You're gonna be popular
I'll teach you the proper ploys when you talk to boys
Little ways to flirt and flounce, ooh
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 awfully 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 sister 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

[Glinda]
Well, are!

[Glinda]
There's nothing that can stop you from becoming populer, 'lar

[Glinda]
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 especially great communicators
Did they have brains or knowledge?
Don't make me laugh

They were

[Elphaba]
Popular

[Glinda]
Right!

[Glinda]
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, me

And though you protest
Your disinterest
I know clandestinely
You're gonna grin and bear it, your newfound popularity (woo!)

La-la, la-la
La-la, la-la
La-la, ooh

You'll be popular
Just not as quite as popular as me