Well from experience, i know how u feel. i've been friends with some popular people as well, and i've been kind of in the back just playing my gameboy when i was ur age...wow...i feel old...anyway talk to them. your going to get some immature answers, but truthfully, if they dont like it, or respect how your thinking, and side withthe popular guy, you know where your loyalties lie. the friends you make now may not be the friends you have for the rest of your life. your really lucky if you have one or mabe two you remember from middle school, or high scool that will answer the phone and talk to you about what ever, or help you out with everything.
try making new friends who are your friends because they like you. not because your popular
try making new friends who are your friends because they like you. not because your popular