Popularity Rules: If you want to Fit in with the Popular Crowd. You have to Play by the Rules. (Fiction).

I glanced around carefully to make sure on one was looking. Then, I pulled out my little blue notebook and made an entry. Rule #22: Never beat Amelia Tanner at anything--especially when others are watching.

Amelia had been going on and on all week about the free-skate competition. She even had a new ballerina-pink costume for the big event. And for Stephanie to win...well, as excited as I was for my BFF, I couldn't help but notice the look of contempt on Amelia's face. And to make matters worse, Josh Harrington, the hunky sophomore hockey forward, high-fived Stephanie in front of practically the entire school. That right there broke Rule #4: Never flirt with a guy who used to go out with someone more popular than you. And particularly not Amelia Tanner's ex-boyfriend.

Stephanie didn't even seem to notice her flagrant violation of the Rules. I jotted myself a note to talk to her about it just as soon as I got the chance.

Amelia called me the next day. "You will never believe what Stephanie just said to me," she barked. "She was all, 'I can't believe I won! Can you believe I won? I won! I won! That was so amazing; I won." Amelia pitched her voice high and singsong. I sprawled across my bed, letting my head hang over the edge so all the blood rushed to my face. "She did not," I replied, already trying not to take sides.

"She so did. She was totally bragging, Jen," Amelia retorted.

I sat up quickly. Ow, Head rush, I blinked rapidly as my room did a slow-motion spin. "Really? She was bragging?" I glanced at my little blue note-book and the note to call Stephanie. Bragging broke Rule #7: No matter how good you are, never, ever brag about how good you are in front of someone popular, unless they brag about you first.

"Totally. She is on this huge ego trip," added Amelia.

I hung up the phone. No way! I told myself. No way Stephanie would act that way. I knew my best friend better than anyone. But then I remembered Rule #8: It doesn't matter what you say and do. It only matters what other people think you say and do.

Katie called next. "Stephanie is so on my nerves," she said.

"She is?" I felt a knot of apprehension settle into the pit of my stomach. I twisted my hair 'round and 'round my finger until it stuck in a tangled mass next to my scalp. "Ouch!"

"What?

"Nothing." I held the cordless phone against my ear with my shoulder and worked with the other hand to free my finger. "What did she do?"

"Lisa Thornton, the brainiac, asked her to be partners for the science fair, and she said 'yes."'

"So?"

"So... now I'm stuck pairing with Harvey Gerber."

I cringed. Harvey Gerber still picked his nose when he thought no one was looking. That broke Rule #2: Never leave a popular classmate stranded with a social reject for group projects.

This was getting serious. I needed to talk to Stephanie right away and do some major damage control.

It had taken me and Stephanie a solid year to move from shy, nerdy mode to second-most popular status-right where we'd always wanted to be. We weren't quite as cool as Amelia and Katie so we couldn't step on their toes or we'd be knocked clear down the popularity pole. Most popular was too much trouble. Those girls were either super-rich or ultra-beautiful. They were also megadumb. And nobody liked them much,, which made it hard to understand why they were popular in the first place. No, they weren't worth the effort. But second-most popular, like Amelia and Katie? Perfect. Of course, there were these Rules....

"I'm tired of the Rules," Stephanie said when I called her. "I want to have fun. I like Josh Harrington, and I think he likes me." She giggled. "Isn't he sooo cute? And Lisa Thornton is planning this really great science project with baby ducklings. All Katie wants to do is cut out pictures from magazines and paste them to a poster board. Besides, Harvey Gerber isn't that bad."

"But, Stephanie!" I begged and pleaded and tried to explain. We had worked so hard to become second-most popular. First, we had to go undercover and actually discover the Rules--it's not like they were written down somewhere. At least not until I compiled them in my little blue notebook. And that wasn't easy. We shadowed the second-most populars everywhere. Like spies. It took us months to crack their code. One thing we learned for sure during our year in training-break the Rules, and you are in extreme danger of careening down the popularity scale faster than that ride at the amusement park that drops you like a falling elevator.

"Don't worry about it, Jen," Stephanie assured me as I searched my closet and tried to decide what to wear to school the next day. I was glad my birthday was coming up soon. I needed some new clothes. Rule #15: Popular people are only allowed to wear the latest and coolest clothes. "It's no big deal. Amelia and Katie will forget all about it."

I held up a pair of hip-huggers and studied my reflection. "I hope so."

They didn't forget. And I learned a new Rule: It's not difficult to get someone totally ostracized from the eighth-grade social scene. No one made an announcement that Stephanie was now an outcast. It just sort of happened. It was like she had caught this awful disease or something. By Tuesday morning, Stephanie Williams, former member of the second-most populars, was a social leper. And I was trying hard to figure out how to keep myself from getting ousted, too. I stopped answering my phone. I couldn't bear to tell Stephanie I wouldn't be able to talk to her anymore. Rule #5: Don't associate with social lepers.

It took Stephanie a few days to catch on. I mean, no one wanted to come right out and tell her she was yesterday's news. She still ate lunch at the second-most popular girls' table, right next to me and across from Amelia. But no one would talk to her, at least not directly.

"Hi, Jen," Stephanie said on Wednesday. She put her tray on the table, and then slid into the seat. "What's up?"

I swallowed and glanced at Amelia. Rule #3: When in doubt about how to act, always copy the actions of someone who is more popular than you are. Amelia rolled her eyes heavenward. I did the same. While I was looking that way, I offered up a little prayer, hoping something, anything, might get Stephanie back into the good graces of the group.

Stephanie looked from me to Amelia and back again. "Why are you guys acting like such jerks?" she asked.

So much for divine intervention, I thought with a groan. Rule #11: Never criticize someone popular in a voice loud enough for anyone to hear.

"Fine!" Stephanie declared. She turned her back to us and jabbed her food with a fork. My heart clutched. This was awful. I stared at Amelia, pleading with her to break the silence, but she kicked me under the table.

"Ow," I groaned. I reached down and rubbed my shin.

"What's wrong?" Stephanie asked. Her face wore a look of concern. I wanted to crawl under the table and blend in with the tile floor. But there was probably a rule against that, too.

"Hey, Katie," Amelia said before I could answer. "Jen and I keep hearing this strange voice but, when we look, no one is there."

Katie laughed, and so did Amelia. I concentrated on expertly dunking my tater tots into a big glob of ketchup. I didn't want to see Stephanie's face.

I know Stephanie hated what was happening. I watched her between classes. Once, I caught her crying and, another time, I saw her sneak into the school counselor's office. That broke Rule #14: Never rag on a popular person to a faculty member. I had to do something quick! On Friday, after lunch period, I waited until no one else was around, and I grabbed Stephanie an dragged her into the girls' bathroom.

"You have to apologize," I whispered fiercely behind the bolted door of the restroom stall. "Here," I handed her the little blue notebook. "Rule #21 talks about how to get back into the good graces of the group." Stephanie shook her head sadly. She gave me back the notebook. "I can't," she said.

"Yes, you can." I flipped to the page to show her. "See. It's not that hard."

"What I mean is, I don't want to."

"You don't want to? But...I don't understand. I thought you were my best friend." I felt tears welling up behind my eyes. And I felt a little sick.

"And I thought you were my best friend," Stephanie said. "At least, I still want you to be. But the other girls, well, I don't think I like them all that much anymore. I'm having lots bore fun with Lisa and Josh and...."

"Stephanie!" I snapped the notebook shut and looked around, in case anyone was eavesdropping. "Don't say that."

Stephanie shrugged. "I'm sorry, Jen."

The next week, Stephanie moved from our lunch table to sit with Lisa Thornton's group--a group so far off the popularity chart that they didn't even count. That broke Rule #6: Stay as close as possible to popular people at all times. And it definitely showed a blatant disrespect for Rule #12: Never get caught eating lunch with the unpopular.

"Well, I guess we know where Stephanie belongs," Amelia said in her snootiest voice. I glared at her and thought about telling her where she could go sit, but then I clamped my mouth shut. I couldn't. I just couldn't. I clutched my little blue notebook tightly in my hands. I had worked too hard.

My birthday was two weeks later, on February 14. Kind of corny, sharing a birthday with Valentine's Day, but at least it didn't break any rules. And it meant I always got a Valentine from someone. During lunch, the second-most populars gave me a gigantic peanut butter heart. It was really pretty. I guess they just forgot that I am allergic to peanuts.

I tried to have fun. All the other girls were laughing and eating and having a great time, which adhered to Rule #1: Always act in a way that makes other, less popular people wish they were you.

Halfway through lunch, Stephanie walked by our table, pushed a small, gift-wrapped box in front of me and then quickly walked away.

I sat stunned for a moment and glanced around. No one else seemed to notice. I opened the card: "Happy birthday, Jen! You don't have to say thanks or anything. I understand the Rules. I just want you to have this. BFF, Stephanie."

My mouth tasted like cotton as I slowly unwrapped the present. I opened the box and pulled Out a black-beaded bracelet with red interlocking hearts. It was beautiful. I knew Stephanie had made it. She had gotten a jewelry-making kit for Christmas.

"What is that?" Amelia asked. She snorted and brought me back to reality. Rule #19: Homemade gifts are way uncool except from maybe your grandma.

"It's a present," I said. I licked my lips. "From Stephanie." I clipped the bracelet around my wrist and held it up.

"From Stephanie? Eww." Katie wrinkled up her nose.

I looked at Amelia and Katie and the other second-most populars. They rolled their eyes and grimaced. Then they went back to eating, laughing and gossiping. I watched them for a few minutes. Everything seemed to move at a snail's pace.

I stood up and walked across the cafeteria, winding my way past tables and chairs. I saw Stephanie loading her empty lunch tray on the conveyor belt.

"Hey, Steph," I called. "Thanks. Thank you. For the bracelet." I held up my arm and showed her.

Stephanie shrugged. "You're welcome, Jen. Happy birthday." She turned to walk away.

"Hey, walt," I said. "I'm.. .uh.. .I'm having a party for my birthday. Do you want to come?"

She paused. "Who else will be there?"

An alarm went off in my brain. Rule #10: If you throw a party, everyone in the group must be invited.

I stopped and looked back toward the second-most populars. They were still eating and laughing. No one seemed to notice that I had left the table. I wondered if they would ever notice.

"No one," I declared. "Just you."

Stephanie grinned. She grabbed my arm and walked me toward the table with Lisa Thornton and Josh Harrington and her other new friends. Along the way, I stopped and dumped my little blue notebook in the trash can. Amidst banana peels and sandwich wrappers, I could still read the words on the cover--Popularity Rules.

Kristi Collier's first hook Jericho Walls is being released in February 2002 by Henry Holt and Co. Jericho Walls is the story of Jo, a preacher's daughter, who moves to a small southern town in 1957. At times funny, at times gut-wrenching, you'll relate to Jo's struggle to fit in and find friends.