[GALINDA & ELPHABA, spoken]
Elphie, now that we're friends
I've decided to make you my new project
You really don't have to do that
I know. That's what makes me so nice!

[GALINDA]
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

Popular, you're gonna be popular
I'll teach you the proper poise 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, well, 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
Especially 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 & ELPHABA, spoken]
Why, Miss Elphaba, look at you. You're beautiful!
I... I have to go
You're welcome...

[Outro: GLINDA]
And though you protest your disinterest
I know clandestinely
You're gonna grin and bear it: your newfound popularity
La la, la la
You'll be popular
Just not quite as popular as me!