While some viewers may find it galling to listen to a gorgeous young actress who's been on magazine covers moan about how she can't be as perfect as a model, the series tackles everything from anorexia to peer manipulation to teen sex with directness and an eye for moral and emotional complexity. An episode about a Sadie Hawkins dance becomes a satirical farce about body image (female and male); a slumber party turns into brutal humiliation; a teacher decides to get a sex-change operation, prompting anxiety throughout the school. Almost every character gets a moment of heartfelt grandstanding, yet the actors pull them off with commitment and guts (Rue routinely turns speeches that could have been cheesy schlock into genuine pathos). Sure, some fantasy sequences are silly, but the show skillfully creates characters and situations that defy easy definition. Repeatedly, Brooke and Sam each set out with good intentions, only to end up hurting their friends and fueling their antagonistic relationship. Popular cunningly subverts expectations; it's a smart show for both teenagers and adults. --Bret Fetzer