|Season One, Arc One, Episode Eight|
|Air date||April 11, 2012|
When Justine wins a fashion designing award, she instantly become popular. This leads her to thinking she can do anything, including beating Harmony for the role of Glinda, for the school's musical of Wicked. Meanwhile, Poppy tranfers to Carmel High, to be with Carlton and Vocal Adrenaline. Also, just when Justine thinks she's become the most popular, the cheerios force her to quit the Unitards.
- When You Believe by Mariah Carey and Whitney Houston. Sung by Carlton Ayers and Poppy Hill.
- Popular from Wicked. Sung by Justine Callaway.
- Give Me All Your Luvin' by Madonna ft. Nicki Minaj and MIA. Sung by Justine Callaway, Laura Tomlinson and Junette Harris.
- Lindsay Pearce as Harmony Harpse
- Josh Hutcherson as Jason Hill
- Jordin Sparks as Poppy Hill
- Dakota Fanning as Liz Peep
- Alex Pettyfer as Mark LaTerri
- Robbie Amell as Freddie Weathers
- Emily Didonato as Justine Callaway
- Reina Hein as Teddy Mapp
- Cameron Mitchell as Andy Jones
- Bonnie Wright as Junette Harris
- Freya Maya as Amanda Evans
- Rita Ora as Laura Tomlinson
- James Maslow as Tommy Barlow
- Logan Lerman as Rex Espley-Wilkes
- Jonathan Groff as Jesse St. James
- Alex Newell as Carlton Ayers
- Vanessa Lengies as Sugar Motta
- Samuel Larsen as Spider Reed
- Dan Benson as Simon Click
- Zachary Levi as Patrick Jelly
Special Appearance by:
- Johnny Depp as Mr. Harley
- Originally, Poppy (with Vocal Adrenaline) were going to sing 'I Will Survive' by Gloria Gaynor, but the scene was cut, due to other scenes being "more important."
- This is the first episode that Justine sings a solo, the solo being Popular from Wicked.
- This is the first episode that Justine takes the lead in a Laura, June and Justine song. The song was Give Me All Your Luvin'.
- At the end of the episode, The Super Girls were going to sing a song to force Justine to quit the glee club, and the musical of Wicked, but the idea was scrapped, because it was thought to be strange for the cheerleaders to be singing, when they're telling Justine to quit the glee club, which is a club where you sing.
- In the second scene with Poppy and Carlton, before they perform When You Believe, Poppy complains about how Harmony is singing in all the songs for Sectionals. When she says this, she says that Harmony is performing a duet with Terri, then later on, in the scene with Jesse and Patrick, when the principal asks whether they've prepared their setlist for Sectionals, Jesse says they have, but he says that Harmony is performing a duet with another female from the club. This could either mean that they changed their minds in an extremely short period of time, or that there was an error made on Jgal12's part. Although in A Win?, the duet is between Harmony and Justine, not between Harmony and Terri.