Disclaimer: I don't own any of this. Hey Arnold is owned by Craig Bartlett/Nickelodeon. Rocky Horror Picture Show is owned by 20th Century Fox. I own nothing, nothing I say!

Opening the heavy, tarnished door with a loud bang from the ancient door frame, Arnold breathed in deep and sighed. The stale smell of popcorn hung in the air from the previous week. Dust swirled in the sunlight that streamed in from between the torn brown paper that covered the ornate windows that flanked the large front doors. The ticket booth lights twinkled and brought life to the front of the old Circle Theatre, signaling to anyone walking by that the theatre was coming to life once again.

Arnold pocketed his key and walked across the lobby carpet. Strolling up the concession stand, he heaved himself up and over the counter, busying himself with preparing for the others to arrive. After dumping a scoop full of popcorn kernels into the spinning kettle, he dug into the pocket of his blue jeans and unlocked his phone screen. Pulling up the mass text message he and the rest of the gang had been communicating through, he quickly tapped out a message and pressed send. Before he had the chance to make another move, his phone started to vibrate and screech the familiar up tempo tone from his favorite jazz-infused space western. He jumped slightly but then relaxed into a smile upon seeing the name lit up on the screen. Rolling his eyes playfully, he let the phone ring a little longer before swiping to finally answer.

"City Morgue, your loss is our gain! How can I help you today?"

"Oh, ha ha, Football head. You are goddamn hilarious." The snarky, feminine voice said, dripping with her usual sarcasm.

Arnold grinned ear to ear and snickered a little. "Yeah, I know. I'm a pretty funny dude. So, what's up, Helga? You gonna be here soon?"

"Well, DOI, Arnoldo! Of course I will! I am the head of this whole operation, am I not? Not like any of you chuckleheads could be in charge of anything and have any kind of a hope of getting anything done with all of your lack of organization, or brains for that matter. Sheesh! Get your head out of your ass, bucko!"

Arnold rolled his eyes again, all too used to his best friend's brash nature considering he knew she never really meant it. She hadn't changed much over the years. Still a spit fire if there ever was one, still ruled over everyone with an iron fist, and still told everyone what to do. Although, even thought she would deny it till the day she died, she had softened and everyone knew it. She cared for everyone in their little rag-tag group no matter what she said. Everyone knew she would never hurt anyone. Well, on purpose anyway.

"Yeah, yeah, whatever, Pataki. We all know we would be lost without you." Arnold said with a slight touch of sarcasm mixed with sincerity. He wasn't sure about anyone else, but he knew he would be lost without her.

"That's right, football face and don't you ever forget it!" He could hear her humph over the line mingled with the sounds of the city behind her. She must have been walking down the sidewalk.

"I don't think you will ever let me, Helga. And are you walking by yourself? I could have walked with you, you know and we could have just come in here early together." Arnold narrowed his eyes and lowered his tone. "You know I don't like it when you walk around the city alone. It's not safe."

"What are ya, my mother!? Pleeease, I've been walking around this shit town by myself since I was old enough to walk. Criminy, football head, I'm not your girlfriend or whatever so just lay off! Your knight in shining armor routine is old hat and Helga G. Pataki doesn't play that game! I'll be there in a few so just keep your fucking pants on!"

And with that, the line went dead, leaving Arnold to stare at the familiar call ended screen. After a moment, he took a breath and shed any frustration that was prickling under his skin from her abrupt end to their simple conversation. He shrugged and put the phone back into his front pocket. "Whatever you say, Helga…"

She had a point. She wasn't his girlfriend. Even though he knew about the feelings she had for him when they were younger, he wasn't quite sure if that was even the case anymore. He knew how he felt and that was all he was sure about anymore. Soon after getting back from San Lorenzo, not to mention after his own confession of realizing his own feelings, Helga made the decision that she wanted to just be friends. Her words were, and he quotes, "We're so young and I don't want to make you feel like you had to come to this conclusion too quickly. Let's be absolutely sure before we make anything official. We're only ten anyway."

Sound advice from someone who he had come to know as a spontaneous, hopeless romantic with a knack for being somewhat of an evil genius. Though he was grateful at the time, Arnold couldn't help but wonder if things would be different if he didn't try to change her mind. Over their teenage years, they became extremely close. While Gerald was out on dates with Pheobe, dressing up for romantic dinners, cuddling in the park and discussing the rest of their lives together, Arnold and Helga were hanging out in his room, playing Super Smash Brothers on her old N64 eating junk food, clad in old sweatpants and t-shirts, arguing about who could make the more disgusting body noise.

Even though they never called each other boyfriend and girlfriend, everyone made that assumption and because of that assumption, neither one of them ever dated. Girls were intimidated by Helga's boisterous attitude and didn't want to risk being on the receiving end of her wrath. The other guys respected Arnold too much to even attempt to ask Helga out even though he had told them all on more than one occasion that they weren't together. It also didn't help that the one guy that tried to ask her out was promptly punched in the jaw. The poor sap tried to tell her that she couldn't hang around Arnold anymore if they were going to be together. After her swift, and very violent, 'No', she screamed at him that no man owns her and could tell her who she can and can't hang around with. Typical Pataki.

So, that brings us to now. Arnold was quickly approaching his 21st birthday, coming to the realization he was entering into the last year of his college education, and had yet to grow the balls to tell Helga how he still really felt. The connection he felt had only grown stronger as they bonded and became as close as they were now. Arnold could detect her emotions like he could his own. He could detect any shift in her mood like he was some sort of Helga Pataki barometer. It even seemed like she could read him just the same. They were on an intuitive wave length for each other that he had never experienced with anyone. He always felt like they should be dating, in fact, half the time he felt like they were but he knew that Helga wasn't ready for that.

Arnold had brought it up once. They had ditched going to their senior prom, both having gone the previous year (together as friends, of course) and found it lack luster at best. Sitting on the roof of the boarding house, they shared a party pack of some fruity malt beverages as they cracked jokes and reminisced about their public school careers. Helga had just finished her impression of Sid and Stinky's botched attempt at senior prank and they were both laughing so hard, they were crying from the hilarity of the slap-stick situation their two friends had found themselves in.

Arnold was still wiping tears from his cheeks when he looked over at her, still doubled over in laughter. He felt his breath hitch in his throat, struck dumb by the hauntingly beautiful person in front of him. She was still the Helga he always knew but she had grown into such an amazing person. She took no shit from anyone, stood her ground on the things that mattered most to her, and she loved her friends fiercely, defending them to the very end. She was deeply intelligent, creative in more ways than he could count, and felt every emotion with such an intensity it made him feel like he was standing next to the sun at times. As these thoughts raced through his slightly inebriated mind, the warmth that he was fighting so hard to keep at bay was blossoming in his heart again. He had tried to keep it contained for so long but in that moment, he just couldn't anymore.

Time stood still for a moment as he just watched her laugh heartily, her cheeks flushed pink from the alcohol and laughter, her hair glowing platinum in the full moons silvery light, her blue eyes twinkling with joy from laughing. Before Arnold could stop himself, he uttered the three words that she had said first all those years ago. "I love you."

Arnold cringed at the memory as he flipped the breakers to light up the auditorium and stage. He moved all the chairs around the large table as he remembered the events of that night. At first she was shocked and said nothing. She seemed to search his face as if checking to see if he was lying or just kidding or even just a little too drunk. He watched her deep blue eyes grow wide as she seemed to realize there was no punchline, his words were no joke. She started to shake her head, a look of fear mingled with disbelief in her eyes. She left soon after that. Climbed down the fire escape and ran towards home with Arnold yelling after her to stop, please, come back. He watched her run away, tears burning in his eyes, yelling her name, begging her to stop. Helga was gone by the time he snapped out of it and made it to the street.

Arnold called her, texted her, emailed her, anything he could all night, apologizing over and over and begging her to talk to him. He was sure he ruined everything. He could except if she didn't feel the same way anymore but he couldn't deal with her not in his life at all. He would stand at the alter for her as her best man if it meant that he could still be in her life. Not that that wouldn't kill him inside but he knew regardless of anything, he needed her somewhere as close as he could have her. He wasn't Arnold without Helga.

Finally, after passing out at five in the morning from pure emotional exhaustion, Arnold woke with a ragged gasp to his phone ringing and Helga finally calling him. He frantically answered and was met with her immediate response.

"Let's pretend last night didn't happen."

The words cut deep on Arnold's heart but he knew she was offering him an out, a way to take back his 'in the heat of the moment' words. The irony of this action was not lost to him but he took it anyway. Anything to keep her from walking out of his life. He felt pretty shitty about the whole thing for a while but he was able to hide it from her. Slowly, over time, he got over the pain of that night and everything was right again. Helga even moved into the boarding house and roomed with Pheobe while they all attended college together.

Their relationship regained the same tempo. Helga remained the person he was closest to. Sure, he was still Gerald's best friend and told his grandfather everything but she still truly knew everything about him. Every late night, soul crushing moment of his doubts and fears of the kind of person he was growing into, what his parent's would think of him if he didn't succeed in this world, and if they decided they weren't happy with who he was as their son, would they leave again and never come back. He knew these things were unfounded but he could shake these thoughts as graduation and adulthood closed in.

Arnold struggled in secret with his own massive insecurities and anxieties that he felt he could share with no one. He was the golden boy, the guy that everyone came to to fix their lives or give them advise. Everyone expected so much of him that it started to become too much for him to deal with. Helga started to notice a slight change that only someone your around every day would notice. He was slightly ashamed when he thought about the amount of times she had seen him in tears but she would always say it never bothered her. She would tell him, "Everyone needs someone to talk to, Arnold. I will never judge you. You'll always be the same Arnold to me." He was eternally grateful and it only made him love her more.

Shaking his head vigorously, Arnold willed the memories away, trying to continue cleaning up and setting up the projector before Helga got there. He needed to get a grip before she walked in and saw him huffing around, swallowing down tears that he was trying desperately to will away. Rubbing his face up and down, he willed himself to think about something else.

After a few moments, Arnold heard the sound of someone opening the front doors and the heavy door slamming shut.

"Hey, where are you, hair boy? Not slackin' I hope…" Helga muttered loudly, her voice muffled from the other room.

Arnold shook his head and softly laughed. "In here, Helga."

Bursting through the doors, the golden haired Valkyrie of Hillwood half walked, half stomped into the room. She looked around, surveying what he has done thus far and nodded with approval "Good job, Arnoldo! You actually managed to get this place into shape without me. You're not completely worthless without me after all! Bravo! Bravo!" she said, giving him a small golf clap and bowing her head with an upturned smirk.

"Oh, ha ha, Pataki. You are goddamn hilarious!" Arnold said, matching her exact tone from earlier with a mischievous smirk on his face.

Helga rolled her eyes but she couldn't fight the amused grin that spread across her lips as she stifled a laugh. "Alright, alright I get it. Sheesh, sorry I was a dick on the phone. It wasn't the greatest morning..." She waved the subject away before she continues. "Don't ask. So, you need help moving that table or what?"

Arnold shook his head. "Oh no, what happened?" He knew he had to get it out of her otherwise she would be in a horrible mood the rest of the day. "You were pretty shitty on the phone and all so I think you owe me an explanation." He folded his arms across his chest and narrowed his eyes at her.

Helga stared back at him, challenging him back with her own arms folded defensivly over her chest and her deep blue eyes narrowed into a slight scowl but soon she rolled her eyes and threw her arms down. "Fine! Criminy! How can you always do that to me? It's really not fair, you know that?" Her face fell and she shifted from her left to her right, rubbing her upper arm nervously. "Well, I… I kind of got into a fight with… Pheobe this morning…"

Arnold's eyes went wide with surprise. Helga and Pheobe rarely fought and it was always really weird when they did. Pheobe was extremely laid back and knew Helga well enough when to not feed into her attitude or argue with her when she made irritating comments. It must have been a big deal for Pheobe to actually allow it to get into a real conflict between them.

"What about?" Arnold asked, his voice concerned.

"Well… I kind of got mad at her about all the time she spends with… Gerald." Helga hung her head and lowered her eyes. She groaned and flopped her arms to her side. "I feel horrible but, dammit, I never see her! And we live together! I mean, I miss her or whatever and whenever there is night she doesn't have class or I don't have my internship or whatever, she always always goes somewhere with him or goes to his place or something! I get they're 'together' and they want to see each other but still! They've been pretty much glued to the hip since we were kids but… but…" Her eyes grew glassy and sad with her last few words, hiccupping as she tried to swallow the tears that threatened to leak out.

Arnold watched her and felt the usual pang of heartbreak he felt when he would see her so upset. He hated when she cried. Unable to help it, he closed the space between them and wrapped his arms around her, rubbing her back. "Hey, hey, c'mon. It's okay, Helga. I'm sure Pheobe's not really mad or anything."

Helga buried her face in his shoulder and he could feel her shake her head into his shirt. "No, you don't understand. She was really mad. She said… somethings that were so… right. She just knows me too well and just called me out. It just… cut right through me."

Arnold furrowed his brow, trying to think about what Pheobe could have possibly said before he asked. "So, what exactly do you mean she called you out? Called you out about what?"

Pulling away from him, Helga met his eyes, her own shadowed with anxiety and touch of fear as she shifted uncomfortably in his arms. "Um… just… stuff…"

He cocked a brow skeptically. "'Stuff' huh? That makes… perfect sense?"

She looked up with wide eyes and he felt features soften immediately. He could feel it again. That warmth. That need to protect her from whatever has her so upset. The need to wrap his arms around her (instead of the gentle holding of her shoulders he was currently doing) and tell her everything would be okay. His eyes flitted over her flushed cheeks that shinned with the trails of a few stray tears, her golden hair twisted into a messy braid that fell effortlessly over her shoulder, her large azure pools staring up at him full of conflicting emotions that he could only guess at. Without meaning to, he lifted his hand from her shoulder and slowly moved his hand closer to her cheek, the want to cradle her soft, warm face in his hand and tell her, over and over with as much passion as he could muster in his almost bursting heart that he, Arnold Shortman, unequivocally, desperately, really and truly, with every molecule in his body, in the very depths of his tortured soul, l-l-loved Hel-

"HELGA!"

The sudden outburst felt like a detonated atomic bomb went off in the large room. Arnold snapped out of his trance and jumped back from Helga like he had been shocked. He pinned both of his arms stiffly to his sides, his face on fire with what he almost did and the thoughts that were still quickly flooding his brain. Looking over to the door to the auditorium, a tearful Pheobe stood, ringing her smalls hands together as she choked back tears.

"Helga, I am so so so sorry! Please forgive me, I had no right to say what I said!" the dark haired girl practically screeched across the room.

"Pheobe!" Arnold looked over and saw Helga shaking her head with tears back in her eyes. "No, I'm sorry! I shouldn't have said all that stuff! I love you and I shouldn't have let my crummy jealousy over Geraldo of all people get the best of me. Oh hell, can you ever forgive me?!"

Pheobe's dark almond eyes brightened as she let out a small relieved laugh and she said in her usual sweet, happy voice. "Forgiven!"

Helga laughed and ran forward, scooping Pheobe up in a hug. "Oh, c'mon here you big lug!"

Both girls laughed and Arnold just stood there dumbfounded. He was surprised he hadn't collapsed from the onslaught of emotions the last few minutes had caused him, his heart still pounding almost painfully in his chest though the deep blush on his face had begun to soften. He let out a breath that he didn't think he was holding.

"Mmm mmm mmmm, my man." Arnold gasped and looked up into Gerald's sly halfcocked face, a knowing smile stretched across his lips. "The woman folk sure can be crazy, can't they?"

Arnold blinked at his question. Cracking a small smile and rubbing the back of his neck nervously, he said "Y-yeah. Just… soo crazy…" He let out a few weak laughs before he cleared his throat and looked back over at the two girls now speaking excitedly to each other. Arnold's eyes went half-lidded as he smiled at the sight of Helga smiling widely and laughing at whatever Pheobe had just said.

Gerald rolled his eyes dramatically at his best friend's obvious lovesick actions and snapped his fingers in front of his face. "Earth to Arnold! C'mon, man, don't do that day dreaming shit now. Everyone's gonna be here soon and I know neither one of you will want to hear Harold's stupid mocking voice when he sees you making googly eyes at hell girl over there."

Arnold snapped his eyes back to Gerald, momentarily angered by what he called Helga but then softened, knowing he meant nothing by it. "You're right, Gerald." He sighed and continued with a forlorn edge to his voice. "Let's just get everything else ready."

Gerald smiled and slapped Arnold's shoulder giving him a look of brotherly love. "Sure thing, good buddy." Offered his fist, initiating the handshake they had created when they first met in pre-k, Gerald gave him a knowing wink before Arnold returned the gesture.

"Alright you morons, let's get this meeting started already!" Helga stood from her seat between Curly and Eugene. Curly, or Thad as he insisted everyone call him now, looked lazily around the table with a mischievous grin and a snobby air to his dark features. Eugene looked around the table with a complete opposite expression; his light blue eyes and gleaming smile overflowing the excitement. He had his notebook out with his pen ready to begin taking the minutes of the meeting.

Helga cleared her throat. "I bring to order this meeting of the Hillwood Community Theatre Guild. I, Helga G. Pataki, your madam president, will be leading the meeting off with congratulations to everyone here." She flashed a large grin at everyone at the table. "It seems that we raised enough money with our last production that we will be able to get the roof of this old bitch fixed! That means no more practice in the rain or snow or whatever else mother nature feels like fucking us over with!"

"Boy howdy, about time! I mean, I guess it brought a certain ambiance to my performance as Sweeney Todd but all that rain did nothing for the fake blood." Sid stuck his tongue out with disgust. "I am never NEVER getting stuck cleaning up such a sticky mess that like again. My roommate thought I had actually killed someone for real by the time I got home that night."

Nadine snickered next to him and placed a gentle hand on his shoulder. "Yeah but at least you had help, right? And it wasn't all bad to get stuck in the theatre alone… right?" She looked at him with hooded eyes and a flirtatious smile on her lips.

Sid's eyes softened and his smile went goofy. "Y-yeah, Nadine. Y-your always a great help. M-my Mrs. Lovett."

Nadine giggled as Sid sat back down and took her hand in his, giving it a quick kiss.

"Hey! Helga, I thought you said there was going to be food! I'm so hungry!" Harold whined and groaned, rubbing his still bulbous belly.

"Oh, Harold, I do believe there is some of my homemade apple dumplings on the table still. You are ever so welcome to have some." Lila leaned over and smiled in his direction.

"That's right, Harold. I watched her make 'em." Stinky turned from his plump friend and took the red-headed girl's hands in his own. "My sweet little darlin' makes all the best confections. I had never enjoyed or tasted real lemon puddin' till Ms. Lila worked her feminine magic and woed me ever so completely with her never ending skill and perfection."

Lila blushed, looking lovingly into the pale blue eyes of tall, lanky blonde beside her. "Oh, Stinky. You always say the sweetest things. I love you ever so much." She leaned in and kissed him sweetly on the cheek, causing his cheeks to blush pink and the smile on his face to only grow larger. "And I you, my sweet love." Stinky cooed in his southern drawl, leaning forward, initiating an eskimo kiss with the freckled beauty beside him.

"Yeah, yeah, criminy, I'm getting cavities over here. Could you couples cool it already? We get it, you're in love or whatever. Back to business, chuckle heads!" Helga said, obviously a little more irritated then she should be at the display of affection from the two couples.

"Right you are, Pataki." Thad said, looking at everyone over his black-rimmed glasses. "So, it is that time ladies and gentlemen to come to the conclusion of what our next production will be. We, as your humble leaders," He said glancing over at Helga still standing and Eugene feverishly writing. "Have come to the perfect consensus of what we will be doing this time around. It is a story of unabashed sexual freedom told in the most comedically dark story line ever concocted! There is love, conflict, and, most importantly, aliens from another world!" Being the true thespian he was, finished his dramatic monologue with a flick of his wrist, gazing out at his friends, waiting for someone to speak.

"Uhh… Helga?" Brainy asked, directing everyone's eyes to him. The tall blonde boy opened his mouth, paused as he held up his finger, giving himself a moment to take a few deep breathes from his inhaler from his pocket. Coughing slightly, he continued with his new found voice. "Are you guys seriously suggesting what I think you are suggesting?"

Everyone's eyes switched back to the tall, fiery blonde and she smiled wickedly, her eyes wandered over the excited faces of all the girls in the room. Rhonda looked like she was about to explode, her eyes shiny as the realization drifted over her, no doubt dreaming of the costumes she would be designing. Lila clutched her hands to her chest, smiling happily, already praying for the part she knew she was absolutely made for. Pheobe's mouth was wide in a silent scream of joy, unbelieving that they would finally be doing the musical she had been wishing for. Nadine looked like she was going to collapse into happy giggles, excitement permeating all around her. All the boys, with the exception of Brainy, looked terrified. Arnold felt the corner of his mouth twitch, hoping whatever they had planned wasn't really what he suspected.

"Oh, Brainy. What else could be possibly be talking out." Helga said with a slight chuckle, her lips turned up in her usual mischievous smirk. She turned to Thad and asked, "Wanna do the honors, freakazoid?"

An insane smile instantly lite up Thad's features as he stood up, addressing everyone in the room. "My dear friends! Prepare yourselves! For we, as this fair band of wandering minstrels and thespians, will be putting on a three-week engagement of the comedy horror cult classic," Grasping the coat that he had tightly wrapped around his person, Thad quickly shed the fabric and propelled his previously concealed leg, clad in fishnet stockings and a black sling-back platform shoe, with a sharp stomp onto the table top. "The Rocky Horror Picture Show!" Maniacal laughter mingled with the shrieks of joy from every female in the room.

Arnold groaned and put his face in his hands. "I was afraid of this…"

A sudden slam of something heavy hitting the floor next to him brought him out of his disbelief and he couldn't help but laugh at the sight even though he felt a little faint himself. Gerald had toppled backward, passed out cold. Pheobe was at his side, fanning his face with her hand, trying her best to not laugh.

"Well," Helga sighed. "At least only one of you morons passed…" Another chair fell backward as Sid hit the floor. "Out." She grimaced as she finished her thought and put her face in her hand in frustration. "I'm surrounded…"

A/N: Well! Please tell me what you think! I had this idea while I was watching Rocky Horror for the millionth time and just thought it would be so hilarious to but all the kids from PS 118 into such a crazy musical like this. I like writing these guys older too so I really thought this was perfect. Taking a little break from Le Vie En Rose to write something a little more humorous. Having a little bit of writers block with that one but I will get back to it soon! Thanks for reading and I can't wait to post the next chapter :))