How to make friends?

So I’ve just gone through the worst possible thing...my SECOND toxic friendship I’ve been in. The only difference is that now I realize I need to get out of this friendship. But I’ve already met all the unpopular kids in my school all that’s left is the popular ones. How do I make friends with them? They’re always out talking to people and never free to talk to or in a big group and I can’t muster up the courage to go join and when I do I just feel like they’re judging me! I’m friends with ONE popular girl but that’s it and she doesn’t really include me. How do I make friends with them?