The last few years of television are littered with castoffs and cancellations that never really got a chance. One of the most memorable shows to never fully take off and still earn a cult audience clamoring for a DVD release is Popular. The show took the standard high school drama premise which had been done to death and filtered it through the strange sensibility of creator Ryan Murphy, whose Nip/Tuck is currently creeping out audiences from coast to coast.

Popular takes the vicious social order of high school and really immerses itself in it, maybe deeper than any other teen show. But what makes this show so interesting is that there really is no clear advantage to being on one side of the line over the other. The cast is split among popular kids and outsiders and sometimes members flirt with the other side - in both directions.

Of the huge cast, the main characters are Samantha 'Sam' McPherson (Carly Pope) and Brooke McQueen (Leslie Bibb). Sam thinks she's a fiercely independent student journalist with a strong interest in exposing the grimy truths behind the school's in-crowd. And Brooke feels that she's the nicest and most open-minded of the Glamazon cheerleaders. Both soon discover that they may be wrong about each other and, more importantly, themselves. The show throws the two together literally in the second episode when their parents (Brooke's divorced dad and Sam's widowed mom) announce their surprise engagement. When these two rivals find themselves living together the show doesn't offer any easy answers. They swing back and forth between learning to understand each other and developing a powerful mutual hatred that, at one point, sparks a cataclysmic food fight.

If it was just teen angst, even approached from such an articulate angle, the show wouldn't be as interesting as it is. Instead it's directed and acted in a hyper-stylized way that, while not completely original (Parker Lewis Can't Lose did it), makes this show stand out, especially during stand-out moments like a note-perfect recreation of camp classic Whatever Happened to Baby Jane? and a long musical sequence in the bizarro season finale. Some of the actors really come at the material from a skewed perspective, especially scene-stealer Leslie Grossman as transfer student Mary Cherry. Mary Cherry (who is always referred to by her full name) is a bizarre cheerleader-spoof character who reveals an enormous grin or villainous scowl whenever possible. Through Popular's two seasons watching what Grossman would do next became a great pastime.

The actor that sets the tone for the show first and best, however, is Tammy Lynn Michaels as the queen bitch of the Glamazons. The pilot episode (which is far more earnest and less stylized than the rest of the season) gets off to a slow start until Michaels appears on screen, firing off pop-culture references (Gwynnie is the idol du jour) and insults fast and furious. The rest of the excellent cast eventually catches up to her in their ability to blend legitimate character development and vicious satire but Michaels is incredible right out of the gate.

Also deserving mention in this cast of multi-faceted characters are Tamara Mello as animal rights activist/fast food restaurant employee Lily, Christopher Gorham as Sam's best friend and life-long lover of Brooke Harrison, Sara Rue as overweight cheerleader-wannabe Carmen, Bryce Johnson as Brooke's quarterback boyfriend turned drama club lead Josh and Ron Lester as boisterous wigger Sugar Daddy. It's an excellent ensemble of young actors and over the course of the season's 22 episodes each one gets to create a complex, insecure portrait of a character struggling with the desire to be popular.

Something that strikes me as interesting about the show watching it now is how the cliques of the school are so fractured that even the popular kids barely seem to have any friends. Granted, this could be due to the need to keep even this large cast from getting too huge. But the result reinforces the show's idea that there is no perfect side to be on. The "popular" kids are as insular as the outcasts, sometimes even moreso. When Brooke and Nicole brag to each other about how everyone wants to be them, but from the perspective of their clique of two, it seems strangely deluded. And when the outcasts act as petty as they accuse the jocks and cheerleaders of being they reveal the dark heart of teenage conflict. There is a lot of back-and-forth volleying of bad behavior here, with no one really fully coming away clean.

One problem with the show is that it does get so caught up in its countless storylines that some get dropped along the way. A serious-sounding thread early on finds Sam and a teacher she has a crush on (played by Chad Lowe) getting in trouble after the Glamazons claim they're having an affair. After a brief meeting with the principle, however, Lowe's character disappears for a number of episodes and then reappears as if nothing ever happened. Similarly a great character (the drama program director) makes a huge impression during the early episodes only to be fired soon after and never reappear.

But at this point the show is obviously still finding its way and some characters that start out minor gain prominence after its clear they work. Mary Cherry is like that, as is androgynous biology teacher Miss Glass (the great Diane Delano, who eventually starts playing all sorts of other wacky characters as well.) And other aspects of the show change as well: an opening credit Lilith Fair troubadour sequence in the pilot is absolutely terrible - and is replaced with the more standard but far more fun 90210-style headshot sequence thereafter. For a young show that starts kind of shaky and quickly becomes very engaging Popular had tremendous promise. In the second season, which will hopefully also come out on DVD, the show became a little too loopy (with Michaels' great character losing a lot of her bite) but it all culminated in an insane cliffhanger that was never followed up. So, given that Popular was terminated before its time, it's great to be able to enjoy this wonderful first season again.

VIDEO:
The full-screen video varies a bit by episode, generally getting better over time. Perhaps it's just the pilot that seems oversaturated and a bit garish, with skin tones appearing a bit unnatural and the images having a smeary quality. Within a few episodes, however, it looks great, with crisp, clean images and bright, eye-catching colors. The show pushed the boundaries of its budget with cinematic camera moves and angles and the transfer here, for the most part, translates that well. One caveat: There is visible compression artifacting in many scenes set in the rich red ladies room at the school.

AUDIO:
The Dolby Digital stereo soundtrack is fine, if a bit indistinct. Voices are reasonably clear and the music sounds good. Nothing special but gets the job done.

EXTRAS:
The only extra (other than some trailers for other releases) is a set of commentary tracks on three episodes, including the pilot. The participants are creator Murphy, producer Jamie Babbit and cast members Gorham, Johnson, Grossman and Bibb. (Not every participant appears on every track: Grossman isn't on the pilot but delivers incredibly funny comments for the season standout "Caged!") The commentaries are really excellent, partly thanks to the loose, easy nature of the actors but largely due to Murphy, who is extremely funny. He's not afraid to criticize the show or the network (the WB forced a lot of changes on the show) but he's also self-deprecating and witty. It's easy to see how the show got its sensibility from him.

FINAL THOUGHTS:
As with each DVD release of a complete TV season the line between disposable broadcast programming and collectible, long-term art gets blurred more and more. Those of us who have lamented the loss of Popular can now see it again. While the price tag is a bit high, there is a lot to enjoy here over these six discs. The episodes themselves have a lot of great stuff in them and the commentary tracks are fantastic, even though they only appear on three episodes. But Popular is definitely worth at least a rent for the casual viewer. Fans might want to hunt down a good deal and take this one home.