It just wasn't fair. Why did Kitty get all the boys? Marley couldn't even get her Math teacher Mr. Wilkerson to acknowledge her existence when she raised her hand. Sure Kitty was beautiful, blonde, and a Cheerio. But she wasn't very nice. Marley on the other hand, was very nice. She always helped her mom in the cafeteria and occasionally helped Artie up the steep ramp at the back of the school. So why didn't boys look at her the way they looked at Kitty? Marley had always thought of herself as a fairly attractive young lady, but these days she wasn't feeling so appealing. Maybe it had to do with the fact that Kitty wore a ton of make-up. Marley couldn't afford all of the Cover Girl cosmetics that Kitty used. Hell, she could afford the no name brands at Kmart.

Sugar had given Marley a few of her old clothes a few weeks ago. Sure they were a tad flamboyant, but they were actually J. Crew! Perhaps her new clothes would draw the attention of a few boys. Well, there was only one boy Marley had her eye on. Jake Puckerman. There was something different about him that she liked. He was a total bad boy, but had a soft side when it came to music. His face had lit up like a Christmas tree when Marley had complemented his voice one day.

Marley had thought that Jake had a thing for her. They had talked a few times and he had totally checked her out that day she found out she had made it in the New Directions. She had been quite shocked when she didn't see his name on the list. Even though she hadn't known it then. Every time Marley locked eyes with the school's prominent bad boy, her heart skipped a beat. And she had hoped that his did the same. But recently he hadn't been paying her much attention. She had noticed that he was kind of a loner, but Marley couldn't help but notice that he had been hanging around Kitty a lot lately.

There was no way in hell Kitty had feelings for Jake. Kitty only had eyes for jocks and guys with good credit scores. And Marley had heard Kitty whisper to one of the jocks that he was another "Lima Loser." She was probably only giving him the time of day because she knew Marley liked him. They had almost every class together and Marley was always a little ruthless when it came to staring at Jake.

Marley peeked from behind her locker door to see Jake talking to Kitty. She was laughing ridiculously loud and Jake kind of looked confused. Even when he seemed muddled he was cute. Why was Jake so infatuated with her anyway? He didn't seem like the type of guy to go for a cheerio. But apparently he was. Maybe Marley had to join the cheerios. No, she couldn't. She could barely do a cartwheel. There's no way she could do the moves Brittany does. Perhaps it was time for Marley to move on. Joe was pretty cute, but he failed to wear shoes and that was creepy. Artie was adorable and really inviting. But like every boy in the school, he had eyes for Kitty.

"See you third period, Jake!" Kitty waved as Jake walked past Marley and nodded.

"Ease dropping, Dumbo?" Kitty sauntered towards Marley.

"N-no." Marley stuttered.

"I get it. You like Puckerman." Kitty smiled and rolled her eyes.

"No I don't." Marley said quickly.

"You a terrible liar. And dresser."

"Do you like him?" Marley's voice cracked.

"Hell no. He's weird and all he ever wants to do is sing. He's all yours." Kitty disclosed.

"That would be nice if he noticed me." Marley sighed.

"Well he probably doesn't notice you because you dress like a toddler with dementia and act like Peggy from King of the Hill." Kitty shrugged.

"This is all I can afford." Marley frowned.

Kitty rolled her eyes. "Do you want Jake to notice you?"

Marley nodded vigorously.

"Meet me in the choir room during free period." Kitty twirled and made her way down the hall.

Marley was nervous. What did Kitty have planned for her? Was she going to do some type of voo-doo ritual or was this all a joke and Kitty would come and slushy her in front of the football players? Either way, Marley was petrified. She paced the choir room as she waited for Kitty to arrive. Free period had started twenty minutes ago and she was nowhere to be found.

"Sorry I'm late. I had other obligations." Kitty walked into the choir room, wiping the smeared lip gloss off of her kiss swollen lips.

"Let's get down to business."

Kitty: 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 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 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 bee

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!

The next day when Marley Rose walked into McKinley High, everyone was looking at her. And this time it wasn't because of her Goodwill clothes or broccoli in her teeth. It was because she looked different. She was Marley 2.0. Her hair was in a messy bun on the top of her head, she was wearing high wasted shorts with an old black The Runaways t-shirt, a leather jacket, and a pair of converses.

"Oh my god." Marley heard Unique whisper to Tina. But Marley just kept walking. She could feel everyone's eyes on her and it was incredible.

Kitty had turned her into Bad Girl Marley.

"If you want Jake to notice you, we have to first work on your clothes. Jake is a bad boy, and you need to turn into a bad girl!" Kitty had said.

"Like in Grease!" Marley nodded.

"Was that the one with Zac Efron?" Kitty asked

Marley froze when she saw Jake at his locker. It was time to show him the new her.

"Hey, stud." Marley closed Jake's locker.

"Marley?" Jake's eyes widened.

"The one and only. Hey, about we ditch first period and go smoke under the bleachers?" Marley winked.

"What?" Jake asked. He couldn't understand why Marley was acting like this, but he didn't like it.

"Scratch that. Lame idea. Meet me in the auditorium during lunch. I have something to show you." She winked at him.

"You coming, Mar?" Kitty walked up to the two of them.

"Since when did you start hanging with Kitty?" Jake asked, staggered.

"Marley and I are best friends, silly! Come on Mar, we better get to Mr. Schuester's class before he sings a song about being late." Kitty laughed.

"Don't forget to meet me in the auditorium!" Marley called as Kitty dragged her down the hall.

"Um….hello?" Jake called as he entered the auditorium. It was dark and quiet. Where was Marley and why was he here?

Then the lights on the stage came on, revealing Marley and the cheerios. Marley was wearing a black corset top with low rise jeans and a pair of Christian Louboutin heels.

Cheerios: La la la, la la la La la la, la la la

Marley: Oh baby baby have you seen Amy tonight? Is she in the bathroom is she smokin' up outside? Oh! Oh baby baby does she take a piece of lime for the drink that I'mma buy her do you know just what she likes? Oh! Oh oh, tell me have you seen her because I'm so oh! I can't get her off of my brain. I just want to go to the party she gonna go. Can somebody take me home? Ha ha, he he, ha ha oh!

Marley and Cheerios: Love me hate me, say what you want about me. But all of the boys and all of the girls are begging to if you seek Amy! Love me hate me, but can't you see what I see? All of the boys and all of the girls are begging to if you seek Amy!

Marley: So tell me if you see her. 'Cause I've been waiting here forever. Oh baby baby if you seek Amy tonight. Oh baby baby we'll do whatever you like. Oh baby baby baby. Oh baby baby baby.

Cheerios: La la la, la la laLa la la, la la la

Marley and Cheerios: Love me hate me, say what you want about me. But all of the boys and all of the girls are begging to if you seek Amy. Love me hate me, but can't you see what I see? All of the boys and all of the girls are begging to if you seek Amy!

Marley got off the stage after the performances and went to Jake.

"So, what'd you think?" Marley asked.

"What the hell is going on with you? You're dressing different, hanging with Kitty, smoking. This isn't the Marley I know." Jake disapproved.

"I thought this was what you like. Bad girls." Marley frowned.

"No. I liked the old Marley Rose. Not the slutty dirty hipster one." Jake said.

"You like me?" Marley smiled slightly.

"Well, yeah."

Marley pulled Jake in for a hug and he squeezed her tightly.

"Let's get you back into your old clothes." He smiled.