I need help with my insecurity. please.?

im 13 years old, and ive never had a boyfriend. i feel fatt and ugly because all my friends are so pretty and have already made out with alot of people. im super shy. i sont know how to put on make up. and ive always been the odd one out. no one has a crush on me. i was at my locker today and i heard my ex- best guy friend talking to this kid who rejected me for this super pretty girl a few weeks ago. on the bus, i was a little sniffly because my mom had said that i looked like a because i didnt put my make up on right. so this really cute 8th grader said " oh? whats wrong? " i said " im so ugly. everyone thinks so" and he said " you've got it wrong, your beauiful" after we got into the biulding, the 8th grader joins into my ex- best guy friends conversation. starts making fun of me with the other 2 guys, and thats when i started to cry even more. i feel like everyone can do there make up so nice and everyone has a boyfriend but me. im so upset. can someone please help me?