I think i need some advice.....?

i just changed schools and its my last year, its also the same school my boyfriend goes to, ive been here for about 3-4 weeks now and i havent made one friend. i thought things would be better here because i thought i could finally make some friends but i havent been able to, i know it might have something to do with me spending all my time with my boyfriend like in between cles and break and lunch but i dont know anyone else. ive never been good at makeing friends and at my old school all my freinds came to me ( thank god cuz i didnt have the guts to talk to any of them), ive never been good at being social and i get very bad anxiety attacs if im not with someone i know, thats why i spend all my time with him. there are these girls that he's friends with and thiers a group of them, some of then are nice to me, like theyll smile or wave when they see me but three of them look like they dont like me at all and one of them gives me a snooty look everytime i look at her. i knew about these girls before i got to the school and i wanted to be friends with them but thier the "popular" girls so thier always arround other "popular people" which is really uncomfortablre for me because ive never been good at being social. the problem for me is that my bofyfriend is very social and talks to everyone and knows everyone and the other day his friends were like" dose you grilfriend have any freinds?" and my boyfriend said" she misses her old ones" then his friend said" your ditching us for her" and my boyfriend said" well shes gona be a loner", i swear i could feel my stomach fall out of my body, i knew people would notice but i didnt think they would say anything. i feel bad for my boyfriend because everytime i come arround him his friends leave and he spends time with me. i want to be freinds with these girls but three of them dont seem like they want anything to do with me and i do have cles with them but i dont sit anywhere near them and im afraid to go out of my way to talk to them. and next week my boyfreind is gone for the whole week and i wont have anyone to spend all that time with, i hate the feeling of being alone and i get scared if i know hes not there because then ill be by myself. i dont know what to do, usually i just hide in the library but its not open for the whole of lunch just for the last 20 mins and i dont know what im gonna do for 20 mins. im really scared for when he gose and hes in a program that takes him out of school every onece in a while to go do job arround the city..... but i just dont know what to do. on the days that he dose go, i leave the school by myself during lunch and go get something to eat and be back in time fore cl even if its raining because i dont know what else to do. i just need some help and advice, ive always been like this and im getting jelous of other girls becuase they have friends and i always promissed myself when i was younger that things would change when i got into highschool, i feel like i let that kid down.