How do I get a popular friend?

I have met these two great girls in my class, and we chat via text and email, but they are both BEST FRIENDS, and I don't want them to think I am trying to wedge my way between their friendship. I do have another friend, but she REALLY annoys me ALL THE TIME, and I feel that if I don't put some distance between us, I may punch her in the face! I mean, she is SO geeky and nerdy, and I want to be cooler, because I am approaching 13 years old,and I want some cool friends for Year 8! Help me! How do I become more their friend, and less this other girl's friend?