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Why don't they talk to me?

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I'm not all that popular at school.I used to be friends with almost all of the popular kids at my school at some point in elementary.Now,we're in middle school and every thing is different.More people are getting a girlfriends or boyfriends,you need to get stuff from Hollister or Abercrombie or you're not very cool.Some of the popular kids that I see every day are actually pretty nice.I want the popular kids to talk to me a bit more.Sometimes I'll say something to someone,and they'll just look at me funny and turn away like they're embarassed to look or talk to me.It hurts me a lot when that happens and makes me think there's something wrong with me that makes me almost repulsive to them.What can I do to let them see that I'm ok to talk to?