Am   Am/G  D/F#         G/B            C9
Whenever I see someone less fortunate than I
          Am     Am/G    D/F#        G/B       F9
And let's face it,   who isn't, less fortunate than I?
   F/Eb   Eb    Eb/C#    C#       C9
My tender heart tends to start to bleed
         Am      Am/G    D/F#       G/B            C9
And when someone needs a makeover I simply have to take over
  Ab9      Bb9/Ab     G9(9) G
I know I know exactly what they need
Gm               C
And even in your case
                Am7                D/F#
Though it's the toughest case I've yet to face
      Gm           Bb/Eb          C9 C
Don't worry, I'm determined to succeed
   F/Bb   C9 Dm7/D
Follow my lead
    G9  C
And yes indeed

You will be
F       C
Popular
Bb9                  F
You're gonna be pop-u-u-lar
           C/E     Dm     Am/C           Dm      Am/C
I'll teach you the proper ploys when you talk to boys
       Bb7M  C                 F
Little ways to flirt and flounce
              A7/E Dm            F+/C#       F           Bm7(b5) 
I'll show you what shoes to wear,     how to fix your hair
Bb         Gm7         C
Everything that really counts to be
F       C
Popular
Bb9                 F
I'll help you be Pop-u-u-lar
       C/E           Dm           Am/C
You'll hang with the right cohorts
          Dm      Am/C
You'll be good at sports
         Bb7M       C      A74
Know the slang you've got to know
D        Gm7                         Gm7/Bb      C4   C   F  Gm7(no5)
 So let's start, 'cause you've got an awfully long    way to go
G#?7 F/A C#           C#( B5 )/Ab    C#      Bb( B5 )/A7
             Don't be offended by my frank analysis
Ab7M                          Eb6/9
Think of it as personality dialysis
C#m7              C#m6/Ab     Bbm7      C#m/Ab
    Now that I've chosen to become a pal a sis-
Eb
  ter and adviser
       Bbm6/C#
There's nobody wiser
   C
Not when it comes to
F       C
Popular
             Bb9    F
I know about pop-u-u-lar
    C/E       Dm        Am/C
And with an assist from me
      Dm         Am/C
To be who you'll be
Bb7M              A74  A7/C#    Dm
Instead of drearing who you     were... are
F7/C        Bb                    Dm/A
    There's nothing that can stop you
  Gm7             C F
From becomming popu-ler... lar
F  C  Bb9 F
La La La       La
Gm7         Bb       Bb9/C C F   Gm7(no5) G#?7 F/A
We're gonna make you pop    -   u-lar
A      Bm7(no5)      A?/C    A/C#
When i see      depressing  creatures
Dm     A/E   Dm/F
With unpreposessing features
G   Am7(no5)  G?/Bb  G/B   C
I remind them on their own behalf to think of
A   Bm7(no5) A?/C   A/C#
Celebrated   heads of state
   Dm           A/E   Dm/F       G
Or specially great communicators
    Am7(no5)  G?/Bb       G/B
Did they have brains or knowledge?
C
Don't make me laugh
            F      C
They were popular, please
               Bb9  F
It's all about pop-u-u - lar
     C/E       Dm       Am/C
It's not about aptitude
         Dm         Am/C
It's the way you're viewed
        Bbaj7 A74  A7 Dm7 G9
So it's very  shrewd to be
Gm7          Bb  C4 C    F
Very very popu - lar  like me

-Dialogue-

           Dm         Am/C         Dm       Am/C
And though you protest     your disinterest
Bb7M            E74 A7/G   Dm G
       I know clandes - tine - ly
       Gm7                 Gm7
You're gonna grin and bear it
     C4             C F
Your new found popularity
F  C  Bb9 F
La La La       La

You'll be popular
Gm7      Bb  Gm7      Bb  C4
    Just not quite as popular
C  F  Bb9 C F
As me