honestly, you don't want to be popular. They made bad decisions, Im in middle school also. But if you really are desperate;
*** you or another one of your friends, must befriend them first. If your whole group does then it might not work
1. choose one girl, or 2 who seem the nicest, or most popular
2. talk to them, not being shy
3. compliment them on what they are wearing
4. make them feel special - lame i know
5. when they make conversation with them saying " I really need to go shopping this weekend, but my mom wont take me" this might make them invite you with them.
6. invite them to hang out at your house or at a public place (to see if they are embarrassed to be with you.)
7. Once you have become popular, invite your new friends and you regular friends over at the same time, forcing them to hang out. tell your reg friends to be nice to them
8. Sit with them at lunch
9. Invite all your friends to a sleepover
10. you might be popular
*** this may not work!!!