"Ohh, is that your girlfriend? Couldn't you find one that's cuter?"
"What are you so upset about?"
Man, Ueno's middle-school friend is even more dense than he is, and puts his foot in his mouth worse, too.
Personality enhances physical beauty. She is a sweet person, acts sincerely and is happy with little things.
Not to mention that she acts like a cat that is difficult to approach and humans are interested in what they cannot have.