The sequel to #1 New York Times Bestselling "Real Friends," Shannon is entering 5th grade. Jen is now not only the most popular girl in the grade but the most popular girl in the whole school! With Adrienne gone, Shannon has nothing stopping her from gaining the spot as Jen's best friend. And when she does, she's thrilled, but it's exhausting having to keep up with the trends and stay popular. Shannon has to remember to stock her and Jen's locker with candy, memorize the hottest songs of the day, beg her mom to watch Simon & Simon and the A-Team on TV, and do countless other things to stay in her position. Worse still, all Shannon's friends are getting boyfriends except her; Jen seems to be drifting from her; Jenny is still being mean to her, and Shannon's confusion spirals to an all-time high. Not to mention, Adrienne comes to visit, but despite them being best friends for years, it seems like she and Shannon share absolutely nothing in common. Can being best friends with the most popular girl in school oust being true to yourself?