[RACHEL]
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
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

[KURT & RACHEL]
Popular

You're gonna be popular
I'll teach you the proper poise when you talk to boys
Little ways to flirt and flounce (Rachel: Ooh)

[KURT]
I'll show you what shoes to wear
[RACHEL]
How to fix your hair

[KURT & RACHEL]
Everything that really counts to be popular
I'll help you be popular

[RACHEL]
You'll hang with the right cohorts

[KURT]
You'll be good at sports

[RACHEL]
Know the slang you've got to know

[KURT & RACHEL]
So let's start
Cause you've got an awfully long way to go

[RACHEL (& KURT)]
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

[KURT]
There's nobody wiser
[RACHEL]
Not when it comes to

[KURT]
Popular
I know about popular
And with an assist from me
To be who you'll be

[KURT & RACHEL]
Instead of dreary who you were

[KURT]
Well are

[KURT & RACHEL, (KURT)]
There's nothing that can stop you
From becoming popular (-Lar)

La la, la la
We're gonna make you popular

[RACHEL]
When I see depressing creatures
With unprepossessing features
[KURT]
I remind them on their own behalf

[KURT & RACHEL]
To think of
Celebrated heads of state
Or specially great communicators
Did they have brains or knowledge?

[RACHEL]
Don't make me laugh
Haha
They were popular

[KURT]
Please

[KURT & RACHEL, (RACHEL)]
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 (Hihihi)

[RACHEL]
Why?
Miss Elphaba
Look at you
You're beautiful

[KURT]
I-I have to go

[RACHEL]
You're welcome

And though you protest
Your disinterest

[KURT & RACHEL, (RACHEL)]
I know clandestinely
You're gonna grin and bear it
Your new found popularity (Ah)

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