I'd like to help you on this, but I'm not sure where to begin. You asked such a broad, general question. I'm just going to tell you what works for me, and leave it at that:
* I always do my own thing. I almost always have plans over the weekend, and I often have to turn people down. And no, you don't have to be popular to live this lifestyle. I would classify myself as below-average in popularity. But I made a couple of good friends, and that was how I got started.
* Generally, I make friends with people just by doing stuff with them. Stuff that I actually like to do.
* Also, there is one guy that I heard of through a friend who supposedly likes math. I couldn't believe that it was possible for someone to like math, so I got in contact with him. My respect for this guy was huge (and still is) and we became friends immediately. I don't hang out with him much, but if I had more time, I would. The point is, admiration is a great way to make friends with someone.
* I don't depend on other people to be my source of entertainment. If I'm at someone's place, and I start to get bored, then I won't hesitate to graciously make my exit.
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