Should i give up on her?

k im 13 and theres this girl that knows i like her. we hav 2 cles together and shes nice to me but we dont talk much. shes been staring at me the past few weeks and smilin at me but shes talkin with some other guy (there not goin out) but she wants to go to the movies with him. should i just give up on her or should i take a chance even with the other guy there? btw the other guy wants to ask her out. thanks