Despite evidence that friends are extremely important to adolescents, there has been little research on early adolescent peer relations, especially on peer relations among girls. The research that exists suggests that girls and boys have very different relationships with peers and that entry into middle school is often a difficult transition for adolescent girls. This article examines peer relations among girls in a middle school setting using data from a larger ethnographic study. We found that a system of social stratification developed during the middle school years, resulting in a clear, stable hierarchy of cliques by eighth grade. Friendships with popular girls became an important avenue for peer status. At the same time, however, many popular girls tended to avoid interactions with students of lower status, leading to strong feelings of resentment and dislike. Thus, there developed a cycle of popularity, in which feelings toward popular girls moved from positive to negative, eventually making them some of the least liked individuals in the school. Implications of this cycle of popularity for peer relations, self-esteem, and adult friendships are discussed.