Greetings Readers!

I know I'm in the middle of Season's Surprises - but I just had to write this story. I was challenged to write a story with a jealous Arnold by Rubiksmycube and I also wanted to write a Halloween story...so this combines the two!

Warning: Seemingly-OC Brainy! He fits the characterization I've given him in all of my other HA! stories.

Disclaimer: I do not own Hey Arnold! or any of its characters. Sigh.

"No."

"Please, Helga?" Sheena pleaded, her eyes looking so plaintively pitiful that no one could look into them and deny her anything.

Unfortunately for her, Helga wasn't looking. "I'm sorry, Sheena, but there is no way," Helga tossed her gym shorts into her gym locker and slammed the door shut, "that I'm going to dance. No. Way."

"Oh, come on, Helga," Phoebe wheedled. As efficient as always, she was already in her school clothes and was leaning on one of the benches in the high school locker room, waiting for the others to get dressed since they'd just finished gym. "You're an excellent dancer. Why not?"

Helga groaned and leaned her forehead against the coolness of her gym locker. And to think it had looked like it was going to be a normal day. It had started off that way – waking up later after nearly missing the bus, and the usual joys of attending school. Gym class had been normal, and when Rhonda had started talking about her Halloween 'soiree' in two weeks, Helga had stopped listening. The resident princess had been planning said party since the middle of August, and Helga had perfected the art of looking interested and nodding at the right times without actually listening. She had only vaguely heard Rhonda moaning about the dancers she had scheduled to perform canceling, and Sheena's earnest offer to help out had come as no surprise either. What had come as a surprise was Phoebe's suggestion for another dance, which had been followed by uncomfortably piercing stares at Helga. Maybe she should have been listening…

"'Why not?' Phoebe, you know I don't like performing in public – how come you spilled that secret on me?" Phoebe flinched at the heated betrayal in Helga's eyes, but Helga did not allow herself to feel guilty.

Phoebe looked back at her and continued, "But Helga…Rhonda needs help. And why don't you want to show people how well you can dance?"

"That's my business, Phebes," Helga folded her arms resolutely, "and there's absolutely no way –"

"We'd pay you." Rhonda's cool voice broke through.

Almost unconsciously, Helga's interest was peaked, and she cursed herself for showing it when Rhonda smugly smirked at her and folded her arms, "Ah, c'mon Uni, just do it."

Helga rubbed her eyebrow defensively, "I've told you time and time again, Princess, stop calling me Uni!"

"Would you prefer the full 'Unibrow'? Because I can oblige. Anyway," Rhonda waved her hand to dispel Helga's retort, "why not? We were planning to pay the dancers we hired, and I can easily pay you." Her smirk grew wider as she delivered what she knew would be the killing blow. "You'd be that much closer to the Mustang…"

Helga gulped. That, Princess, was hitting below the belt. The Mustang in question had been spotted by Helga in a local car dealership only two months prior, and she had immediately fallen in love with it. With a passion surpassed only by her passion for writing, and for a certain young man codenamed 'ice cream,' she had thrown herself into earning the money for that car with babysitting and side jobs. In an effort to bridge the awkward gap between them forged during Helga's childhood, her parents had offered to pay for it, but she refused to accept more than half – she wanted to earn it herself. She'd been working hard, but a lot more needed to be saved before she could hold the car keys.

She growled, "Fine, Princess, I'll do it." She pointed at her, "But it better pay good."

Rhonda simply nodded and grinned in the smug way of one who always gets what she wants, slung her gym bag in an elegant but imperious way and called back to the others. "My place after school, okay? We'll talk about it then."

As Nadine followed her best friend and the other girls find out after them, Helga leaned towards Phoebe and muttered. "Phebes, you so owe me for this."

Phoebe simply grinned, "Helga, this is a win-win situation for you. You get to show off your dancing ability, you get paid, and you get to show a certain 'ice cream,'" she smirked, "just what you can do."

"I doubt 'ice cream' would even care, Phebes." Helga replied gruffly, but a deep blush spread across her face.

Phoebe simply shook her head amusedly in response as she followed Helga out. Of course he would – why can't you accept that he cares for you?

···

Arnold used a towel to wipe the sweat off his face before tossing it in a dirty towel basket and rejoining the others at the cluster of gym lockers. As he tugged his shirt over his head – an unfortunately laborious process – he could hear Harold once again asking if they were attending his girlfriend's Halloween party.

Gerald rolled his eyes, "Yeah, Harold. We've been over this, man. We've RSVP'd and everything – geez, what more do you want?"

"Sorry." Harold said, looking distinctly unapologetic as he grinned, "Rhonda's just been bugging me to ask you guys."

Stinky gave a cough that sounded suspiciously like 'hen-pecked' before grinning at Harold, "What?"

"Knock it off," Harold growled, his fists clenching, "I am not hen-pecked – just be lucky I didn't start asking when she first wanted me to." He chuckled, his good humor returning, "You'd be getting weekly updates starting from August."

Eugene nearly tripped over his gym bag as he closed his locker door. Steadying himself, he asked, "So what did Rhonda say when you told her no?"

Harold flushed. "I didn't exactly…"

"You lied to my beloved?" a scandalized voice cried out loudly, and Curly leapt around the corner, pointing his tennis racket accusingly at Harold. "How dare you, you cur!"

"I didn't lie, per se," Harold said soothingly in an effort to calm the irate boy who had been so indignant on Rhonda's behalf that he leapt to her defense wearing nothing but a towel. To Harold's relief, he saw the racket beginning to slowly lower. He liked Curly, but there were times when the guy was like a ticking time bomb – and he was determined not to light the fuse. Unfortunately, any perceived wrong towards Rhonda seemed to do that… "I just omitted certain facts."

"Fine." Curly shrugged and then casually tossed the racket to the side where it nearly hit Sid in the head.

"How are things going with the party, anyway?" Arnold asked as he pulled his school shirt over his head.

"Okay, I guess, if you don't count the nervous breakdown Rhonda had when the dancing troupe she hired cancelled on her."

"Dancing troupe?" Brainy asked, shoving his glasses back onto his face as they threatened to swing off the bridge of his nose. "Why would we need dancers at a Halloween party?"

Harold sighed, "You know Rhonda – she likes to go all out."

A silence fell over the group as their minds somehow all wandered to the same memory of the enormous chocolate fountain Rhonda had commissioned for her last Valentine's Day party, and they nodded. She did like hosting elaborate events.

"What's she going to do then?" Sid asked, "Give up on the dancing idea?"

"I doubt it," Brainy chuckled, "if I know anything about people, Rhonda's probably telling the other girls all about it…which probably means that they're going to try and help." He pointed to Eugene, "It wouldn't surprise me if your girlfriend offered to help dance."

"Yeah." A dreamy look passed over Eugene's face, as it always did when he thought of his girlfriend of four months, "Well, why not? Sheena's a wonderful dancer."

Brainy tossed his gym bag into his locker and shut it. "And just as long as Phoebe doesn't volunteer Helga to help, everything will be fine." He turned, and raised an eyebrow at the varying levels of shock on his friends' faces. "What?"

"Helga Pataki dances?" Gerald asked incredulously.

"You didn't know that?" Brainy asked, and the guys shook their heads. "Oops. Well, I did."

It wasn't much of a surprise to them that Brainy would know something that private about Helga – they had become extremely close two years ago when the gang had entered high school. It was a somewhat disorienting change to witness: just two weeks before she had backhanded him, and suddenly they were spending lots of time together. When asked about the change, Brainy had simply shrugged and Helga had only said that he had helped her out of a jam. Whatever had happened, the friendship between the two and Phoebe had changed Brainy from a shy, almost silent entity to a much more confident personality with an entertaining if somewhat pun-riddled sense of humor. He had come out of his shell in a big way and now could be considered one of the few voices of reason among the old crowd

And now he was laughing. "What? She is really good – although now I hope Phoebe does convince her to dance. Otherwise, when you guys talk about it, she'll know I was the one who told you." He rubbed the bridge of his nose in a conditioned gesture. "And I like living."

The other guys looked like they had a few questions they wanted to ask, but then a warning bell rang and they began pelting out of the locker room in an effort to make it to their next class. Arnold lingered, having a free period along with Brainy, and waited for the other boy to sling on his backpack. "Does she really dance, Brainy? I can't believe I didn't know that."

"Like an angel." Brainy gave a knowing smile. "Which I'm sure you'd love to see."

Arnold's face flushed bright red as he followed Brainy out. Was his crush that obvious?

···

"So, that's it." Rhonda tapped her delicately manicured nails on the kitchen table before reaching for her gently steaming latte. "Simple – I just want a little exhibition dancing in the middle of the party to open up the dance floor. You get in, you dance, you get paid, you party. That's all."

Sheena smiled. "That shouldn't be a problem. We can practice a few days before the party together, can't we girls?" She took a sip of her tea.

"I don't see why not." Lila smiled, sweeping her thick auburn braid over her shoulder when the end threatened to dip into her hot chocolate, "But what sort of dancing did you want, Rhonda – singles or pairs?"

"Why not?" Rhonda waved her hand in the air.

Lila furrowed her eyebrows. "Which one?"

"Both. Why settle for just one?"

Helga folded her arms and looked at the hostess. "You didn't think this real well through, did you Princess?"

The four girls were sitting around Rhonda's kitchen table, drinking some warming drinks and discussing the party plans. After asking Sheena and bribing Helga, Rhonda had also sought out Lila to be the final dancer. Predictable, Lila hadn't needed much persuasion and had readily agreed to help out. Lila possessed a kind of innate grace that Helga used to envy but now secretly admired, and she was able to adapt to the other two's plans. Maybe dancing won't be so bad if I have these two with me. Helga no longer had a rivalry with Lila, and they had actually become friends – and it helped a lot that Arnold and Lila had displayed no romantic interest in each other since grade school.

Not that I ever had a chance with him anyway, Helga though to herself as she yanked her mind to the current situation.

Rhonda smirked. "It doesn't matter, Uni – all I want it to be is spectacular."

"Just spectacular?" Helga muttered to which Lila giggled, "Well, that should be easy."

"Anyway, do both. You can dance both, can't you?"

"Certainly." Sheena said.

"Of course." Lila smiled.

"Well, duh, Princess." Helga shot back, "but we need to find partners then."

Sheena blushed. "I could probably get Eugene to help out."

"Sheena, you could get Eugene to do anything for you!" Lila laughed, "I should be able to find someone – there's a really nice guy in my tap class I could ask."

"Ooh," Helga crooned teasingly, "he's 'really nice,' huh?"

"Is he cute?" Rhonda smirked, and Lila blushed violently.

"Girls, leave her alone," Sheena's voice broke through amusedly, "we'll meet him soon enough. How about you, Helga?"

Helga looked down at her coffee and stirred it, biting her lip in thought. "I'm not sure…" but then her face lit up in an epiphany. "Wait, I've got it!"

"You know someone?" Rhonda asked.

"Yeah, he'll be perfect!"

···

"Hey Arnold! Earth to Arnold, are you in there?" Arnold felt a hand grip his shoulder and shake it slightly, and he blinked out of his stupor, looking apologetically at Brainy.

"Sorry, guess I zoned out for a minute. Did any customers come by?"

"No, but last thing you need is for the boss to see you daydreaming." Brainy grinned as he grabbed a rag and began rubbing the glass trophy cases. Both of them worked at a local gym, and got along with their boss, but the guy was death on daydreamers. He wanted them constantly alert, which Arnold wholeheartedly agreed with, but he couldn't keep his mind from wandering…

"What's up Arnold?" Brainy asked concernedly, "You're really distracted today?"

Arnold shrugged. "I don't know, just life in general, I guess." Truth be told, his mind was still on his secret crush and imaginings of what she looked like dancing, but he wasn't telling Brainy that. It wasn't that he didn't trust Brainy so much as he didn't trust himself to keep his own secret.

Unfortunately for him, his secret was clearly obvious to Brainy, who was not fooled. However, he decided to play along. Without taking his eyes off the trophy case he was polishing, "So, you've seen Rhonda today, right?"

"No," Arnold replied as he adjusted the display of soccer balls perched at the end of the counter. "Why do you ask?"

"I was just curious – she came to rent out one of the dance studios today for dance rehearsal for her party. Sheena and Lila should be coming later on this afternoon." Brainy glanced over at Arnold, whose face was displaying nothing more than mild interest, and smirked internally as he continued, "And, of course, Helga's already been by…"

"What?" Arnold's head jerked up and his hands shot forward, knocking over the soccer balls in the display. In his haste to gather them, he crashed into the counter and went sprawling into a mercifully empty dirty towel basket. Brainy walked over and smirked as he leaned toward his embarrassing friend.

"So, I'm thinking it's not just 'life in general' that's got you distracted."

Arnold groaned and attempted to take a swipe at Brainy who easily dodged it, "You did that on purpose, didn't you?"

"Yeah, although I wasn't expecting that much of a reaction." Brainy said as he began reassembling the display. He turned to his coworker and reached out a hand helpfully. "You really like her, don't you?"

"Thanks." Arnold said as he accepted Brainy's hand and let him pull him out of the basket, and then he sighed, "Is it that obvious?"

Brainy smiled sympathetically, "I hate to say it, but yeah. We all see it, only Helga doesn't."

Arnold placed his palm over his eyes. "Wonderful."

"Why don't you just tell her, though? Put all of us out of our misery!" Brainy laughed, but there was no mistaking the compassion in his eyes.

"I can't." Arnold sighed, "I already ruined my chances long ago – back when we were in fourth grade. What's the point in hoping?"

Without being told, Brainy knew what he was talking about – the adventure when Arnold and Gerald had saved their neighborhood, with a lot of cloak-and-dagger help from Helga. Helga had been inadvertently discovered by Arnold in her assistance and in desperation to explain herself, she had blurted out the ultimate secret – she was in love with him. That, and she then gave him an extremely heated kiss. When the day was saved, both parties had agreed that it was a 'heat of the moment' thing and gone on their way as though nothing had happened. But something had. Arnold had discovered his own developing feelings toward her, and Helga had been so embarrassed that she'd hidden her feelings even deeper within herself.

Fortunately for all involved, Arnold and Helga had struck up a comfortable if somewhat tentative friendship, but the lingering tension between the two was plainly obvious for all to see. All attempts to prod one of the other into confessing had failed utterly; Helga was too protective of her heart to bare it again, and she was incapable of believing that Arnold's returning affection was composed of anything but pity. Arnold believed that his panicked response to her confession and acceptance of the 'heat of the moment' theory had forever ruined his chances for a romantic relationship. It would have been cute if it hadn't been so frustrating to their immediate friends, since they tended to be the sounding boards for the expressions for the frustrated emotions.

Actually, the emotions of the two were so identical to each other that the situation was laughable if Brainy had felt like laughing. Phoebe and Gerald like to complain that they hear too much of this from their best friends – I'm the lucky one who gets it from both sides. Being one of Helga's best friends and Arnold's coworker meant he heard a lot of this. Constantly. It didn't help that often, their lamentations were word-for-word the same.

Add into the equation that Brainy had a long-held love for Helga himself, and the situation became even more difficult for him to be in. He'd accepted the fact that Helga loved Arnold, because he wanted her to be happy, but both of them were driving him nuts with the evasion of the issue. But at the same time, his shared love for Helga gave him a self-perceived kinship with Arnold and with complete empathy he placed a hand on his friend's shoulder.

"You haven't ruined it, Arnold. But you will if you don't get on it soon."

Arnold was taken aback, but all Brainy did in response was give him a the truth hurts, doesn't it? look before returning to his polishing.

"Is there someone else do you know?" Arnold sounded anxious

"No to my knowledge," Brainy replied, "But you should do something before that happens."

Arnold opened his mouth to speak but was interrupted when the voice of their boss boomed across the room. "Boys?" The two looked up at the muscular man as he leaned against the register. "I need one of you to run these," he nodded towards the case of water in his arms to room 105 quickly. The person who rented it out asked for water bottles to be included. Which of you will?"

"Oops." There was a crash near the trophy case, as Arnold and their boss looked over at Brainy who was looking apologetically at the overturned canisters of lanyards. "Not me, boss – I need to clean this up."

"I don't mind, Mr. Cardin," Arnold smiled and came around the counter, holding out his arms for the box, "I'll take it right away."

"Thanks," Mr. Cardin barked appreciatively, "just be sure to give it to – " he frowned, and snapped his fingers. "Hmm. Can't remember the name – who's in there now, Brainy?"

"Helga Pataki." Brainy grinned.

Arnold froze at the name, but their boss didn't notice. "Yes, yes, Ms. Pataki. Step on it now, Arnold."

"Sure." Arnold's cheerful smile lasted as long as Mr. Cardin was in the room and then he glared at Brainy who simply smiled back. "You set me up!" He hissed.

"I have no idea what you're talking about."

"I'm going to get you back for this," Arnold groaned as he began walking towards the hallway.

He turned back to look at Brainy pretending to quiver with fear before he burst into laughter, and then stomped down the hall.

Room 105 wasn't far from the front desk, and Arnold was ready to put the water down quickly, knock on the door, and then walk back to give Brainy a piece of his mind. That had been the plan, but then he looked through the window of the door, and his brain stopped working.

Helga was dancing alone to some softly playing orchestral music – but 'dancing' didn't seem a sufficient word to him for what she was doing. Her eyes were blissfully closed, and her movements were completely free and flowing; she seemed like she was a personification of the music itself. He could feel his heart rising to his rapidly constricting throat and he couldn't breathe from the sheer beauty of the sight. She was grace, she was melody, she was elegance and he could feel his hand reaching for the door separating them. She leapt and her hair, unbound, trailed out like a golden trail of a shooting star behind her.

Maybe Brainy is right, he thought to himself as he held the doorknob, maybe I should tell her. And then he saw something that made his hear sink as his fingers fell numbly from the doorknob.

Helga had come to a stop, laughing, and extended her arm out to the corner of the room and a young man quickly ran to her and took it. He spun her into his arms and together the two began fox trotting elegantly around the room. Arnold could not help noticing how handsome the other dancer was with his tall, trim build, dark hair and tan complexion, and a tightness that had nothing to do with Helga's beauty clenched his throat. It clenched even more when he saw Helga's face flushed with laughter and happiness as she gazed up – surely not admiringly – into her partner's face.

The music slowed and the two seemed to mold together, and a painful, hot anger shot through Arnold as the guy gently pushed Helga's head against his shoulder, only to be followed with a freezing pang of sadness as she let it stay there. Arnold's fist clenched in a mixture of anger and sorrow as he watched his love dance in the arms of another. She couldn't…like that guy, could she?

Jealousy ran through his heart as he watched the guy twirl her out of his arms before lightly kissing the back of her hand. In the back of his mind, he knew he was being irrational – but he didn't care and shoved the voice away.

Who is this guy, and what is he doing with my Helga?

A/N: Gah! Cliffhanger, sort of. Who is this guy? Why does Helga look so cozy with him? What will Arnold do? (Luckily, I know the answers.) I still have questions about what they are wearing at the costume party, those have not been answered. Suggestions are most welcome!

Anyway, thanks for reading. I hope you enjoyed it!

Please please please review! They make me happy (and spur me to update more quickly.)