I really like this guy at school but he is the ladies' man so what can I do to stand out from them??

He is very popular as well.Me and his friends don't really get along well. He is big into basketball but I have zero interest. Everyday the girls flirts with him and he kind of flirts back. My heart squeeze each time he does that to other girls! What can I do to casually start a conversation? What if I don't know what he is interested in other than basketball? I don't want it to be obvious, for that I just want to be his good friend(there are just TOO many girls), then gradually getting closer. But he is actually a shy guy without all his mates next to him! E.g. he couldn't even look at my face when he asked me to borrow a sharpener. (with a small voice as well) I am not pretty or hot or anything. I am known for my funniness and my sick sense of humor (which most people liked). I have heaps of friends that are not popular etc etc. I don't have any particularly good physical features. I know guys like pretty and hot girls, but I really don't want to stuff my face with make-up and put chemicals in my already-damaged hair. Help! :(