I Want To Be Noticed And Not So Lonely.

I`m in the 8 th grade and I`m semi popular but really shy. Alot of guys have crushes on me and when they ask me out i dont know what to do. I want to say yes but I`m always too woried about what people think of me. I hate my friends. They are nice to me and fun but will put me down when ever they get a chance. I want to get close to new peoplebut I`m too afraid of rejection and I get really shy. I feel lonely and unpopular. How can I be more comfortable and flirty around guys and find a new group of more loyal friends?