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!