Disclaimer: I own nothing! Thank you for reading.

It had been a cool foggy morning. Light showers were correctly predicted for the afternoon, but that evening was clear and brisk, a fresh autumn breeze stirred up after the short drizzle. It was the perfect night for the annual Cheese Festival. And Arnold was sure it would be different this time. This time, it wasn't going to be a painful waste of a heartaching evening.

Because this time, he was meeting Helga G. Pataki outside her front door. And anything involving Helga was sure to be a distractingly non-sappy time, too action-packed and thought-provoking to remind him of his current loneliness and usual deep-seated secret need to find some sort of cosmic destiny in every teen-movie setting he found himself in.

Secret need, at least these days anyway. Rare now were the times he directly confided his silly unrequited admirations and daydreams in his long-time best friend Gerald, though Gerald probably had a decent grasp on what he was thinking anyway. These days Arnold struggled to keep it to himself when he happened upon another short-lived crush on a girl—a girl, he usually found early on, who wasn't all she was cracked up to be after he finally managed to get up the nerve to talk to her at lunch or in the hall.

High school was cruel at times. He was a dreamer in a sea of a sleeping school of fish—all unblinkingly floating in a cloud of sameness. And even if he managed to get near enough to prod one awake with a sincere question or an attempt at conversation—she would be whisked away in a ramble about what everybody else was talking about, what all the others thought was cool, what was anything but new and unique and what he had desperately hoped to be her.

"Arnolllld…"

What he needed was a night out with his friends. He needed to clear his head. Enjoy the night. Maybe sample some foreign cheeses.

Because that's where the essence of his dreaming lay, really. In the unknown, the romantic, the creative. He wanted to talk about things he'd never talked about before. He wanted whoever he thought she was to ask a sincere question of him once in a while. And he wanted it to mean something. And if Gerald were privy to that seed of lingering childhood fantasy that was still in Arnold's head—well, Gerald would laugh hysterically and tell him to get real.

"Arrrrnollllld…."

Gerald was indeed laughing at something at the moment, but Arnold had been too lost in thought to notice what it was. Glancing quickly from Gerald to Phoebe, who was also smiling amusedly in his direction, Arnold blinked and suddenly was aware of a sharp tapping sound behind him.

"Hey Arnold!"

"Oh! Sorry Helga!" He had been leaning on the stoop while the three of them were lingering outside Helga's house, but now he was blocking the way of an obviously impatient Helga. Her arms were crossed as she looked down at him one step above his own, one of her eyebrows raised in question. Gerald grabbed Arnold's shoulder, still chuckling, and steered him along the sidewalk, "Come on, man, it's time to go smell some of that French stinky cheese." He could hear Phoebe's giggling and Helga's laughter as they set off down the sidewalk towards the bright lights twinkling in the distance.

"Thanks Geraldo—I was concerned for a second there that he'd gone into a coma."

"I do what I can Helga, I do what I can… I'm just glad you didn't deck my main man here—"

Phoebe had the decency to look shocked in her friend's defense, "Gerald, you know Helga hasn't punched anyone in years—just reference Brainy's glasses, no tape!"

"Shut up Pheebs! I mean, don't go blabbing that to the whole neighborhood—Old Betsy is still widely feared and I'd like to keep it that way, thank you very much…"

"Methinks the lady doth protest—okay, okay, shutting up!"

"Hey Arnold," Gerald lowered his voice as their two friends chatted amicably a few feet behind, "I know you're always the one who gets real sappy and weird every time another Cheese Festival rolls around, but I gotta tell you, man," and he dropped his volume a little more, "I think I'm finally going to go through with it."

"With what, Gerald?" Gerald motioned hastily for him to keep his voice down and almost imperceptibly jerked a thumb behind him, widening his eyes for Arnold to get his meaning.

"Ah, I see." Arnold nodded slightly. Arnold knew something about Gerald that not many people would ever have guessed. It was common knowledge to everyone in the school that Gerald and Phoebe had some sort of understanding that went beyond a mutual set of friends who, despite their constant bickering and to the confusion of many, managed to magnetically hold the foursome together.

It was especially uncommon for anyone to think of Gerald as anything other than the perfect model of suaveness, and only those who knew Gerald best ever saw him crack with nervousness or insecurity. But Arnold knew that deep down beneath the urban legend exterior, Gerald was terrified of blowing it with Phoebe. After years of witnessing those two glance at each other across a crowded room, dance without a notion of anything around them at every Rhonda-Wellington-Lloyd soiree, and flirt openly in broad daylight, Arnold was amazed that Gerald hadn't already made the move. All the signs were there—but Gerald was terrified nonetheless—this was, after all, supposed to be Gerald's first kiss.

Gerald wasn't looking too cool at the moment. Arnold smiled at his friend in what he hoped was an encouraging way. "Well," he repeated something Gerald had told him once a long time ago, "Nothing brings people closer together better than cheese…"

Gerald nodded, seemed to steel himself for something, and then clapped his buddy on the shoulder again. "Wish me luck," he whispered, before dropping out of sight and making a grand show of tying his shoelace. The two girls and Arnold stalled before Gerald straightened back up, and somehow Helga was now walking alongside Arnold, and Gerald walking with Phoebe up ahead, who was gesturing animatedly as she explained the origin of a certain type of cheese she read about in the library.

The Cheese Festival sign loomed up ahead, a few of the old lights in the "A" and "L" flickering in the dusk. Arnold breathed in the smell of popcorn and cotton candy and sighed happily. It was going to be a fun night. "Yeah, they totally ditched us, Arnoldo," Helga was saying.

"What are you talking about? They're right there…" But now that they had crossed the threshold of the giant sign above them, Gerald and Phoebe were no longer to be seen. "I'm sure they didn't purposefully ditch us Helga," he attempted in what was his best hopeful attitude.

"Really? You think I can't see those stupid eye-signals you guys do all the time when you think we're not looking?" Helga snorted at the startled look Arnold shot her, "They're off on their own now, and I know as well as you do that those two lovebirds are overdue for an actual date. Don't tell her I told you this, but," Helga lowered her voice conspiratorially and held a hand up to her cheek, "Pheebs has been whining forever that she's tired of Gerald acting like an early-19th-century Englishman and wishes he would just shut up and kiss her already—"

"Helga!" Arnold swiveled his head quickly to check that nobody had overheard, prompting an eye-roll from Helga. "Let's just... talk about something else, okay?" But Arnold realized almost at the moment that he said it that he had no idea what else to talk about with Helga. All the times they had been drawn together in the past, alone usually, and walking aimlessly around town, they ended up talking about sad or uncomfortable topics, certainly not the types of things that would mix well in a crowd of people running around wearing giant cheese-shaped hats. Arnold didn't want to talk about Helga's unfortunately neglectful home life now, for instance, but the next thing that popped unbidden from his mouth was, "So… how's your sister doing? I heard you telling Phoebe that she was flying in from Juneau next week." They walked into the herd of people and started moving along with it.

"Ugh, the Cheese Festival was supposed to take my mind off that—thanks for ruining it for me!" Helga casually cuffed Arnold around the back of the head, but as Arnold was long used to this he didn't flinch as he absentmindedly led the way towards the nearest coaster line. He stopped behind a tall kid wearing a green shirt, and Helga fell into place beside him, "But since you asked, I guess the polite thing for me to say is," and she affected a severe posh accent, "'Oh yes, Olga's doing just splendidly, she just adores the little angels she teaches in her quaint classroom during the bleak winter months, but she is ever so excited to be seeing her baby sister so soon.'" Helga pretended to be faint with giddiness and Arnold laughed despite himself.

"You know, Helga, I wish I had a brother or sister. I had to grow up surrounded by adults, but you and Gerald had Olga and Jamie-O to look up to."

"Neither of which were super-nice to us, by the way. Seriously, Arnold, you don't want that kind of extra competition in the boarding house, you've got enough to deal with—about four million pets and a couple of wackos who throw plates and smash bricks all day don't leave too much time for your grandparents to split up a fight over who gets the last Jolly-Olly fudge bar."

"Yeah, I guess so…" Arnold drifted off.

"Sorry, I forgot to ask—how's Gertie's leg?"

"Oh, you know how it is, she's Captain Ahab this week, Long John Silver the next," Arnold gestured vaguely into space, "but I think all of us, Grandpa included, are finally in agreement that she needs to quit jumping across roofs. By the way, Grandma keeps telling me that she's overdue for some tea with Eleanor." He gave Helga a light nudge with his elbow.

"Yeah we were planning—wait, how'd you—"

It was then that the kid ahead of them in line turned around, and they saw it was Stinky.

"Hey Arnold, Helga," Stinky grinned and nodded down at them. "It's rather nice to see you two out together on a fine night like this, enjoyin' the Cheese Festival."

"Oh, we came here with Gerald and Phoebe but—" Arnold began, but something in Stinky's sly glance between Arnold and Helga made him grind to a halt. Before the heat fully welled up inside Arnold's face, Helga cut across Stinky's next comment, "Yeah, you seen 'em Stinky? They ditched us way back at the entrance." She carelessly jerked a thumb behind her.

Stinky shrugged a "Nope, sorry Helga," and climbed into the rollercoaster behind the pretty blond girl with barrettes in her hair who had been standing in front of him. Helga pushed past Arnold and grabbed a seat in the next car, and Arnold had no choice but to follow. He wasn't completely sure, but something niggling at the back of his mind told him he had said something wrong… As Helga roughly pulled the lap bar down, Arnold watched Stinky casually wrap his arm around the girl next to him in the car ahead. "Hey Gloria, after this ride you wanna grab a cheese sandwich? My Pa says them cheese sandwiches here are the best for miles around…" Gloria's response was lost as the wheels squealed away from the rickety platform.

"Man oh man, I love this ride!" Helga was saying next to him. Arnold was uncomfortably all too aware of the closeness of Helga's leg to his own as they were jerked roughly up a giant hill, the coaster clanking merrily along beneath their feet. He could hear his own breathing in his ears, and he glanced sideways at Helga, wondering if she had noticed anything. But her eyes were straight ahead—only when he turned to face her and opened his mouth in some sort of attempt to assuage her hurt feelings without further embarrassing himself did she elbow him roughly in the side and yell into the night air, "Come on Hair-Boy, this is the best part—quit being a wuss and put your hands up!"

And then they were falling fast down the hill, ricocheting around the corner, and floating up into the air along a line of bunny hops. Helga was shouting wildly next to him, and Arnold, losing himself in the thrill of the ride, threw his arms up and shouted along with her. They rounded the last bend and Helga slid flush into Arnold's side, and if she could feel his heart pounding in his ribcage, he hoped desperately that she would attribute it to the ride. When the rollercoaster came screeching to a halt, Arnold and Helga took one look at each other, "Again?" "Race you to the end of the line!" Arnold had been right about this year, this certainly beat being thrown up on…

Before Arnold knew it, he was walking through the fairgrounds with Helga, easily chatting away about the book they were reading in their English class. He grabbed a few toothpicks of free cheese samples off a nearby tray and handed one to his companion. "But Helga, you have to give Heathcliff a break—he's completely misunderstood the whole time!"

"Yeah, but look how he treated Catherine—she's married to some other guy and is having his kid for cryin' out loud, and Heathcliff just busts in there like he owns the joint—I mean, if I'd written that story he'd have gone off to make his money and just stayed out of that weirdo neighborhood for good, maybe become a horse-breeder or some junk like that."

"Well, I guess you have a point—he did overdo the revenge thing." Arnold pointed out a giant cotton-candy stick and handed the vendor some change. "He didn't have to go and ruin everybody else's life just because they were happy and he wasn't… Did you get to the end yet?" Helga pinched off a liberal amount of the cotton candy and popped it in her mouth.

"Doi! I've read it a hundred times already." Arnold must have looked surprised because she continued sarcastically, with a grand sweep of her arms to the crowd at large, "News alert, the girl can read!"

But Arnold persisted, "So have you read any of the other ones too?"

"Arnold, there hasn't yet been a book we've read in any English class, let alone this one, that I hadn't already read beforehand." She shuffled along, kicking an abandoned bag of popcorn out of her way and counting off her fingers, "Complete works of Shakespeare by age ten, all of Homer's stuff—gah, does he take forever to spit it out—just about everything by Dickinson, and Whitman, Emerson… the big-timers, you get the drift…" She slowed, "But that was a while back, I'm more into avant-garde lit these days—you should read some of the stuff by the Baronness Elsa von Freytag-Loringhoven, it'll knock your socks off."

Arnold blinked. "Wow, I knew you were smart Helga, but now I see why Phoebe enjoys hanging out with you." He laughed when Helga crossed her arms and mumbled something about being the brawn of the operation, but he said, "Now I know who to ask for help with my next essay—"

"Okay, okay, quit looking at me like that! Hey Arnoldo, I bet I'll cream you at bumper cars. Loser has to buy a cheese hat and wear it the rest of the night."

"Helga, I'm surprised," he followed her closely as she wound her way towards the bumper car rink. "You're not living up to your usual standards."

"Huh?"

"Neither one of us would have a reason to be embarrassed over wearing a cheese hat at the Cheese Festival," Arnold grinned, "but what about wearing a cheese hat to school on Monday?"

"Psh, no one'd dare make fun of me," Helga turned to poke Arnold in the chest with her index finger, and Arnold fought down a gulp at her proximity. The last time Helga was this close to him she had been kissing him passionately on a distant rooftop… He shook his head.

"Then how about this—" Arnold contemplated while the line grew shorter. The wind picked up and he watched Helga zip up her loose pink jacket a little further. "You crash me the most, I have to eat whatever horrible cheese you want over at the cheese buffet—I crash you the most, you have to finally submit that giant novel you've been writing to a publisher."

"W-what are you talking about Football-Head? How—?" she clapped a hand to her forehead, "Gerald. Via Pheebs, of course…" Helga waved her hand dismissively. "Not that I'm writing a novel per se, but where and when I decide to publish is none of your business, bucko."

"So you are writing something! I knew it!" Helga looked abashed. Arnold climbed into the bumper car next to hers and fastened his seatbelt. Twenty minutes later they were still walking off the whiplash along the boardwalk next to the various cheese stands, Helga furiously denying that any bet had been officially made, as they had not shaken on it before Arnold smashed into the sides and back of her car a total of forty-one times.

"Come on Helga, tell me what you're writing about!" Arnold probed again, unsuccessfully. Helga shook her head and crossed her arms. Arnold reached up and grabbed one of her hands to try to turn her towards him.

"Look, I don't want to talk about it, Arnold. You won't understand it anyway," Helga looked down at her hand that was still held fast in Arnold's, and Arnold hastily dropped it. They moved along the boardwalk towards the ferris wheel lights which were flashing the sign in giant gold letters: FERRIS-WHEEL-O-CHEESE. The dark river lapped at the rocks and a barge churned languidly by.

"But you said so yourself, Helga—you decide where and when you publish. I didn't hear an 'if' in there at all, so let's assume you'll publish your mystery writing sooner or later, and then everybody'll be able to read it. And so of course, I'll buy a copy. So you may as well just say what it is and get it over with." He bent down to pick up a few flattish rocks out of the gravel and stood still in order to skip one over the water.

"Quit trying to butter me up, it's not working," Helga laughed sardonically. She held out her hand and he automatically dropped a rock into her palm. Helga's rock disappeared far into the gloom before the last splash reached their ears. "Nobody'll want to publish my… collection of works," her voice dropped to a mumble but Arnold caught the meaning.

"Ah, so it's poetry, then!" Arnold grinned at the shocked look Helga flashed him, which all but gave her away. "Go on, let's hear some." Just then the moon poked out from behind a dark cloud. Both Arnold and Helga paused to look up at the sky for a moment before continuing their slow shuffle towards the ferris wheel.

"Not now. Maybe.. maybe some other time," was not what Arnold expected her to say, and he noticed a hint of sincerity in Helga's voice; maybe she would eventually share with him some of the words that were floating around in her head. He had heard her essays read aloud in class, much to her apparent mortification, many times. Whether she liked it or not, they spoke of a deep understanding and eloquence buried under the tough façade she wore day in and out at school. "Hey! There's Pheebs and Geraldo! Come on!"

Helga grabbed Arnold's arm and towed him along towards their friends who were standing below the towering wheel. "Fancy seeing you two here," she dropped Arnold's arm quickly and put her hands on her hips. Gerald and Phoebe were holding hands and smiling shyly. "Take a look at this, Arnold—" she gestured flippantly from one to the other, "—looks like our best pals have finally figured it out."

Phoebe didn't seem to hear Helga's comment at all as she continued to smile quietly, but Gerald put his arm around Phoebe's waist and rolled his eyes at Arnold.

"Criminy! I can see you two doing that!"

The blond teenagers absently climbed into the gondola behind their friends and started to rise higher and higher. The wind buffeted Helga's hair towards Arnold's face and the fresh scent of her shampoo made him notice how close he was to her again. Helga shivered and looked out across the festival grounds, which were steadily shrinking smaller and smaller. Arnold could see the lights dancing in her eyes and then froze as he realized what he was about to do.

"Hey Helga?"

"What?"

"Are you cold?"

"What's it to you?" she shivered again.

"If you want I can put my arm around you or something, you know, to keep you warm."

Arnold was watching the back of another gondola swing gently in front of them as he sensed Helga suddenly tense up next to him. He waited what seemed like an eternity for her to say something.

"O-okay, s-sure Arnold," she snapped into a familiar brisk mode, "But don't get any funny ideas, bucko. I'm only letting you because it's freakin' freezing up here."

And so, taking it as a good sign that she hadn't threatened to break her non-violent streak and pound him into the next century, he slid his arm around her thin frame. He felt her give a sharp intake of breath beside him and knew he must be turning as red as he felt.

"We can hear you guys, you know!" called a high-pitched voice that could only have been Phoebe.

"Yeah, get a ROOM!" came Gerald's laughter somewhere behind them. Somebody wolf-whistled, and a very Harold-like voice cracked from below, "Ooooo Arrrnold and Hellllga—" gross smooching noises floated up on the breeze, "—sittin' in a tree! K-I-S-S-I-N-G! First comes love, then comes marriage, then comes Arnold with a baby carriage…"

Arnold felt his whole body flush with something he couldn't quite place, but it wasn't altogether bad. Helga startlingly sat up straight and burst out, "You guys just wait until we get off this thing!" She shook her fist emptily over the rail, but their friends, if anything, laughed all the merrier. Arnold let out the breath he had been holding as Helga slumped back down in her seat, perhaps closer than she was to him before, and almost imperceptibly leaned her head against his shoulder.

Later that night, Arnold and Helga found themselves again on the sidewalk in front of the Pataki house, Phoebe and Gerald having narrowly escaped with both their lives into the dark safety of the Tunnel of Love. Arnold rubbed his arm nervously as he and Helga came to a stop outside her door. "Well, that was…" he trailed off.

"Interesting? Weird? Creepy? Spit it out!" Helga scowled and looked down at her feet as she dragged a toe across the pavement.

Arnold decided not to choose a word but instead swooped in from the side and kissed her quickly on the cheek. "Catch a movie with me next Saturday?" he called over his shoulder as he started off down the street. Helga didn't answer. He turned to walk backwards a few paces and looked at her.

She was staring bemusedly after him, her hand halfway up to the spot where he'd kissed her. He grinned a grin that stretched all the way across his face, and she finally came to her senses enough to shout after him, "Fine, Arnoldo, but I get dibs on the film—hope you like subtitles!"

"Whatever you say, Helga, whatever you say."