Adolescence is an important developmental period where friendships become important for social emotional adjustment. Given the importance of friendships in adolescence, the current study explored the relation between popularity and internalizing problems and whether friendship qualities mediated this relation. The present study aimed to answer the following research question: What is the mediating role of friendship qualities in the relationship between perceived popularity and internalizing symptoms? Data from the National Institute of Child Health and Development – Study of Early Child Care and Youth Development were analyzed. Data were analyzed using structural equation modeling. Results indicate that adolescents who rated themselves as being high in popularity also reported higher levels of positive friendship qualities. A significant relationship was also found among perceived popularity and internalizing problems such that adolescents who rated themselves as being high in popularity were also reported by their mothers as having lower levels of internalizing problems. Contrary to what was expected, validation and caring significantly mediated the relationship between popularity and anxiety/depression and social problems such that as popularity goes up, so does anxiety/depression, and social problems. Results found conflict and betrayal mediates the relation between popularity and thought problems suggesting adolescents that believe they are popular experience less conflict and betrayal and fewer thought problems. Additionally, conflict resolution, companionship, and recreation each mediated the relationship between popularity and social problems. This suggests that having a friend you can rely on for companionship, recreation and conflict resolution serves as a buffer from the negative consequences of social problems. Help and guidance as a mediator resulted in a positive relation between popularity and social problems which was unexpected. Results support claims that popularity relates to having high quality friendships that protect against internalizing problems. These findings emphasize the importance of understanding outcomes for adolescent adjustment in relation to forming and maintaining positive relationships with peers.