How to talk to girls???? 10 pts. for best answer?

im like mad shy but i dont know how to conquer it, i dont have any girl friends (altough like the entire male population in my cles are my friends). its like im embared cuz im not as atrractive, or athletic, or even funny as most guys and im afraid that ill say sumthing stupid to the ladies and theyll use it against me in some way. i need help!!!!!!!!