How do I make good conversation with girls, and what about?

I am not exactly socially adept, nor am very good looking. But every now and then, there will be a girl talking to me, and I'll be talking to her, and I try too hard to make her laugh and it doesn't work, and I am always short on things to talk about, I feel uncomfortable asking questions, fearing rejection at every corner.

How do I overcome this shyness, and start making decent conversation with girls, humor and all. And what do I talk about with girls?How do I make good conversation with girls, and what about?
Hmmm...

Well, the first piece of advice I'd give is to try to be natural, making casual conversation. You don't want to sound like you've rehearsed what you're going to say...she'll see right through that. Also, don't feel uncomfortable asking questions. As long as the questions aren't too personal, then it shouldn't be a problem. You could find something to compliment her on (no body parts, but her hair, outfit, etc.). There are no particular topics that you should bring up with a woman. Doesn't make sense for you to try to strike up a conversation about something you know nothing about...that would be obvious, too. The conversations you have should be related to something relevant, perhaps something you've both witnessed or a common interest (e.g. movies, music, TV, politics, etc).

I'm sure you're more capable than you think you are. You've just got to get past the nerves and realize that women are just people. If there's no chemistry, that's ok. You're not going to have chemistry with everyone you meet, no matter how hard you try.

Good luck! How do I make good conversation with girls, and what about?
well I'm a girl, and I like to talk about ANYTHING!! hah.. in study hall last week me and this hottt guy were talking about his bigg butt!! ( lol , really funny, not preverated or anything) and then we started talking about stiches and then teeth. just random stuff..lol. ask her what she likes to do and what she does on the weekends and stuff. look her in the eyes and be interested! : ) hope this helpss