Intro:
-nc-
Elphie, now that we're friends, I've decided to make you my new project
-nc-
Oh, you really don't have to do that
-nc-
I know!

That's what makes me so nice

Verse 1:
    Am    Am   D            G             Cadd9
Whenever I see  someone less fortunate than I
          Am      Am        D          G             Fadd9
And let's face it, right? Who isn't less fortunate than I?
   F     Eb   Eb      Db       Cadd9
My tender heart tends to start to bleed
         Am     Am     D           G             Cadd9
And when someone needs a makeover, I simply have to take over
  Abadd9       Dbadd9          Gsus2 G
I know, I know exactly what they need
    Gm           C
And even in your case
-nc-            Am7               D  
Though it's the toughest case I've yet to face
      Gm           Bb           Cadd9 C
Don't worry, I'm determined to succeed
   F     Cadd9 Dm7 
Follow my lead
    G9     C
And yes, indeed
-nc-
You will be, ah

Chorus:
F       C
Popular
                Bbsus2 F
You're gonna be popu---lar
     C            Dm     Am            Dm      Am 
I'll teach you the proper ploys when you talk to boys
       Bbmaj7 C         F
Little ways to flirt and flounce, ooh
              A7   Dm       F            F             Bm7 
I'll show you what shoes to wear, how to fix your hair
Bb        Gm          C
Everything that really counts to be
F       C
Popular
                 Bbadd9 F
I'll help you be popu--lar
       C            Dm      Am              Dm      Am 
You'll hang with the right cohorts, you'll be good at sports
         Bbmaj7      C      A7sus D
Know the slang you've got to know
         Gm7                  Gm7     xCsusx C F              Gm7 Abdim7 F 
So let's start 'cause you've got an awfully   long way to go

Verse 2:
Bb           Bb-xG#5-x      Bb     G-xG#5-x   7
  Don't be offended by my frank analysis
Abmaj7                             Eb6 
Think of it as personality dialysis
Dbm7              Dbm6       Bbm7  Dbm  
    Now that I've chosen to become a pal
  Eb                 Bbm6  
a sister and adviser, there's nobody wiser
C
Not when it comes to

Chorus:
F      C
Popular
             Bbadd9 F
I know about popu--lar
    C        Dm        Am      Dm         Am 
And with an assist from me to be who you'll be
Bbmaj7           A7sus A7    Dm
Instead of dreary who---you---were
          F7 
Well, are!
        Bb                   Dm   Gm7             C  F      -nc-
There's nothing that can stop you  from becoming populer... lar

Post-Chorus:
C F  C   Bbadd9 F
  La-la, la----la
Gm7         Bb      Bbadd9   C F   Em7-no5- Abdim7 F 
We're gonna make you pop------u-lar

Bridge:
A     G#m7-no5-  Adim    A  
When I see      depressing creatures
Dm     A   Dm 
With unprepossessing features
G   F#m7-no5-    Gdim    G    C
I remind    them on their own behalf to think of
A  G#m7-no5- Adim    A  
Celebrated    heads of state
    Dm        A      Dm 
Or especially great communicators
G    F#m7-no5- Gdim     G 
 Did they have brains or knowledge?
C
 Don't make me laugh

Chorus:

They were
F
Popular
C
Right!
               Bbadd9 F
It's all about popu--lar
     C         Dm  Am            Dm         Am 
It's not about aptitude, it's the way you're viewed
        Bbmaj7 A7sus A7   Dm7 G9
So it's very   shrewd   to be
Gm7            Bb xCsusx C F
Very, very popular like   me, me

Chorus:
           Dm     Am 
And though you protest
        Dm   Am 
Your disinterest
Bbmaj7    E7sus A7   Dm G
I know clandes---tine-ly
       Gm7                          xCsusx         C   F
You're gonna grin and bear it: your newfound popularity

-Woo!-

Outro:
F  C   Bbadd9 F
La-la, la-----la
G  D   C  G
La-la, la-la
Bb F   Dm C Gm
La-la, ooh

You'll be popular
Gm7     Bb Gm7      Bb xCsusx C  F  C Bbadd9 C F
   Just not quite as popular  as me!