Context

This line was spoken by Glinda in the song "Popular" from the musical Wicked (2003) written by Stephen Schwartz.

"Popular" is truly a triumph of style over a substance, and the ultimate anthem of shallowness. It would definitely be Cher Horowitz from Clueless' favorite jam if Wicked was a musical and not just a book in the mid-90s.

This musical is an adaptation of Gregory Maguire's 1995 novel, and tells the story of the Wicked Witch of the West from her point of view. The book also spawned countless other fairy tale retellings, but the musical itself became one of the most successful (and, um, popular) musicals of all time.

The song comes around the middle of the musical after Glinda (the future Good Witch of the North) has humiliated her awkward, bookish roommate Elphaba (the future Wicked Witch of the West) by giving her an ugly witch's hat to wear to a party. But then Glinda feels bad for Elphie and dances with her at the end of the party, and an unlikely friendship is born.

But this friendship definitely starts out on Glinda's terms, as can be seen in "Popular," which is all about flirting, dressing in pretty clothes, and impressing boys like the dashing prince Fiyero. Glinda wants to transform the tragically green Elphaba into her pink, frilly clone, offering to help her in the only way she knows how: through shoes, clothes, and hair. Unfortunately, a lot of Glinda's enthusiasm comes off as a little insulting to Elphaba's personal style. The song is bouncy and funny, but you definitely feel for Elphie throughout the whole ordeal.

If you've seen or read The Wizard of Oz, you know that Elphaba and Glinda eventually go their separate ways and end up on different sides of the moral coin. But this song is a memory of the happier days when they were basically the popular cheerleader and the school weirdo.

And as you'll see in Wicked, Elphaba really isn't that bad of a person. Glinda, with her super-shallow values, might be just as bad as the Wicked Witch.

Where you've heard it

You've probably heard this quote when you're the school cheerleader that the head cheerleader wants to make over to look similar to her and takes you shopping. Or you've heard it from a musical theater geek who can't stop with the karaoke.

Additional Notable References:

• "Popular" is one of the many great musical songs that ended up on the late, great Glee. It pops up in the season six episode "2009," which shows the not-so-secret origin of the Glee Club.
• Kristin Chenoweth, who was the original and best Glinda in Wicked, sang a satirical version on the Tonight Show poking fun at politician Anthony Weiner.
• Hey, we bet you'd like to see Kristin sing the original version, too.
• One of writer Stephen Schwartz's inspirations for "Popular" was the great and hilarious 1995 teen movie Clueless. Its heroine Cher gives new girl Tai a makeover to make her popular in this famous scene.

Pretentious Factor

If you were to drop this quote at a dinner party, would you get an in-unison "awww" or would everyone roll their eyes and never invite you back? Here it is, on a scale of 1-10.

This is a fun, flighty song that's a little shallow. Shallow, not pretentious. There's a difference.