A/N: Hey everyone! So here's a oneshot I wrote for the Hey Arnold Valentine's Day contest on Facebook. Enjoy and review! :)

It's 10pm and Arnold is lying on his bed looking through his skylight. Things have been pretty hectic since he, Gerald, and Helga saved the neighborhood two weeks ago. Since then, reporters, journalists, and talk show hosts have interviewed them about the whole event. There's even a lot of reconstruction going on to restore the neighborhood. But through all this commotion, Arnold has been having a hard time falling asleep at night. His mind always wanders to the same thing – the incident between him and Helga in the FTi building where Helga confessed her feelings for him. She later denied it saying it was all in the "heat of the moment," but Arnold can't help but feel…confused.

After an hour of tossing and turning, Arnold decided to go drink some milk to help him sleep. As he was walking down the stairs, he noticed the light in the living room was still on. When he peeked in, he could see his Grandpa on the big green armchair looking through old photos.

Phil heard footsteps coming in his direction and looked up. "Hey there Shortman. What are you still doing up? Can't sleep again?"

"Uh-huh. No matter what I do, I can't seem to go to sleep, even though I'm exhausted. I guess there's just a lot on my mind."

"Uh-oh, I'm sensing another one of your boyhood problems. Fess up Arnold. What is it?"

Arnold seemed hesitant at first. "It's about Helga…you know the bully who's been picking on me since we were little."

"Let's see…Oh you mean that weird friend of yours with the big pink bow and the one eyebrow?"

"Yea Grandpa, that's her."

Phil smiled. "Aw you finally fell for her didn't you?"

Arnold got defensive. "What? No way. That's impossible Grandpa. She's my worst nightmare."

"Ok Arnold whatever you say," Phil chuckled. He didn't believe his grandson one bit. "Well, what is it about her that's making you stay up all night? "

Arnold sat down on the couch. "You may have been right about her."

"Right about what? What did I say?" Phil knew exactly what Arnold was talking about. He just wanted to play along.

"You told me once that she picks on me in particular because she has a crush on me. Well, when we were saving the neighborhood, there was a point when Helga told me that…that she's…in love with me."

Phil started laughing until his sides hurt. "I told you so Shortman!"

Arnold sighed. "Grandpa. This isn't a joke. She really did tell me. But after we saved the neighborhood, she retracted what she said and said that it was in the heat of the moment and she really hates me."

"Well, do you believe her?"

"Not really. Ever since then I've been thinking about her. I think about the times when she was mean to me and other times when she was a good friend to me. Somehow the pieces…don't quite fit. And then I started thinking about Gertie."

Phil was confused. "Gertie? Who's Gertie? Another girlfriend of yours?"

"No Grandpa. Gertie was the girl who picked on you when you were my age."

Phil sat back and smiled slyly. "OH that Gertie."

"Yeah. Um…I was wondering…Did you ever figure out why she picked on you? Did she tell you that she has a crush on you? When did she stop bullying you?"

Phil waved his hands. "Whoa slow down there, Shortman. Why the sudden interest in Gertie?"

"Because, Grandpa, maybe if I hear more about her, I might be able understand Helga better. They do have similar personalities based on what I've heard from you."

"Hmm you do have a point there. All right Shortman if you really want to know about her we can make our bedtime story for the night. Why don't you go to your room and I'll join you in a bit?"

"Sounds great Grandpa. Ok, I'll meet you upstairs."

xxxx

After about 10 minutes, Phil came upstairs to Arnold's bedroom with some albums in his hand.

"Alright Shortman let's get this started. I brought some photo albums of Gertie and me to help tell the story. So what do you want to know about her?"

"Everything Grandpa – or at least as much as you can before I fall asleep."

"Alright Shortman, pull up a pillow and I'll tell you everything – or at least what I can remember."

"It's ok Grandpa, give me your best shot."

"Ok, here goes nothing…"

Phil opened up the oldest of the albums to their grade school picture. "As you already know Arnold,we met when we were kids going to school together. Gertie was about a year older than me, but that didn't matter because at the time all of us kids were in the same class. That girl would pick on me to no end – putting thumbtacks on my chair, getting me into trouble, messing up our game of marbles, and putting rotten cheese in my lunchbox." He flipped the pages to show a few close-ups of Gertie as a kid. Arnold noticed how much she reminds him of Helga. She looked angry in her pictures, not to mention she wore her hair in pigtails using bows. "Anyways, I never quite figured out why she picked on me in particular. I used my instincts and ignored her, but that never worked. That girl was impossible – never thought she had a nice bone in her. That is, until the time her uncle was going to tear down Mighty Pete and put his big produce store in its place." Phil turned the page to a picture of a big tree with a few kids smiling for the camera at the bottom of it.

"Mighty Pete? You mean that big old tree, the one that we were trying to save from Mr. Pataki?"

"Yup that's the one. Ah, I remember it like was yesterday, climbing up and down that tree and building our tree house on top with indoor plumbing. It was the hang out spot for kids at the time Shortman. So when Gertie heard his uncle was going to knock it down, she went along with it at first because building a new store would mean more money for her. But for some reason – I couldn't figure out why – when they were about to cut the tree, she joined us in the tree house and said she wanted to help us save the tree. In the end of course, her uncle couldn't bring himself to cut the tree anymore because Gertie refused to get off it."

Arnold can't help but reminisce the time he and his friends were saving the tree and how Helga first sided her dad then helped them out in the end. He even remembered the part when she "accidentally" got scared and jumped into his arms.

"So what happened after that?"

He turned a few pages to a picture of him in front of an old dirty factory. "Well things seemed pretty normal around here going to school and such. Then when the Great Depression hit, I stopped going to school and worked odd jobs to earn money for the family. My dad was so proud of me for getting my first job that he took this picture. Since I no longer went to school, I stopped seeing Gertie as often. But when I did, she never passed the opportunity to give me a hard time and pull any kind of prank on me. The years passed. Before I knew it, I was 20 years old and was drafted to serve in World War II." Phil turned the pages to see a picture of him wearing his military uniform.

"So that's it? You never saw her again?"

Phil slapped his forehead. "What are talking about 'never' for Arnold? The story has only begun!"

"Oh sorry Grandpa. So what happened next?"

Phil then turned to a couple of pictures of an outdoor party. "Remember I told you about the time I single handedly won the Battle of the Buldge by feeding an entire camp bad meat?"

"Yup. You even showed me the monument they made of you in the capitol."

"Yes siree. Well when I cam back to Hillwood, they held a welcome home party for the troops and gave me special recognition," Phil said as he pointed to a picture where he was onstage with someone wearing a suit, probably the city mayor. Down below the stage, he could see a crowd cheering for him.

"That's awesome! It must have been really nice to be home again huh Grandpa?"

"Of course it was you ninny! It was that night I was reunited with Hedy Lamar."

Arnold raised his eyebrows. "Who's Hedy Lamar?"

"Only the most beautiful woman in the world-" Phil turned the page to show his grandson a picture of Hedy. She had long wavy black hair with a lot of makeup. She looked like she could've been a model based on the way she posed for the camera. As Phil talked about how he met her, Arnold remembered the time Helga became a famous model for being mean and looking tough. She didn't like it and he advised her to act nice instead if she wanted to get fired. It worked, but Arnold wished she would be nice more often. He likes her better that way-

"Yoohoo Shortman? Are you even paying attention?"

Arnold shook himself out of his trance. "Yeah Grandpa sorry about that. I got distracted for a minute. What were you saying?"

"Oh nothing much Arnold, I was just rambling about Hedy Lamar. We went on a few dates before the war but never made it official. Anyways that night at the party, when our eyes met across the dance floor, I walked over to her and talked to her:

~(start flashback)~

"Good evening Hedy. Long time no see. You're looking lovely this evening."

"Why Phil, aren't you a gentleman. How are you?"

"I'm fine Hedy now that you're here."

"Oh stop Phil you're making me blush."

"Sorry Hedy. So umm…would you like to dance?"

"Sure thing Phil."

~(end flashback)~

"So we danced for a while. Ahh it was heavenly. Then after I asked her out again and of course she said yes."

Arnold looked concerned. "Grandpa, I know you're fond of Hedy Lamar and all, but can you please get back to Gertie?"

"What did you think I was about to do Shortman?" Phil laughed. He showed Arnold a picture of what Gertie looked like as a young woman. She was no longer wearing pigtails, but she still wore her bow and had a tough look on her face. But beyond all that, Arnold noticed that she was definitely much more attractive than Hedy Lamar. "It wasn't too long after I danced with Hedy when I bumped into Gertie by the buffet, literally."

~(start flashback)~

"Watch where you're going you big buffoon - Phil? Is that you?" She looked really surprised to see him. "I mean…hey Chin Boy how's it going?"

"I'm fine Gertie. How are you?"

"Well, I was doing just fine until you showed up."

Phil rolled his eyes. "Nice running into you too Gertie. See you around." As was walking past her, she tripped him and he fell face first into the punch bowl and got all wet.

"Oh no Phil!" cried Hedy as she ran to him. "Are you ok my darling?"

Phil was trying his best to stand up without slipping onto the punch on the floor. "Yeah I'll be fine."

Gertie on the other hand was laughing. "Watch where you're going Chin Boy."

After many years, Phil finally brought up the courage to stand up to her. "Look Gertie, I don't understand why you have to pick on me so much, especially now that we're adults. If you can't stop, then just leave me alone…for good! Come on Hedy, let's go."

~(end flashback)~

"Wow. Then what happened?"

"Well Hedy and I continued to date for a few months. Everything between us seemed to go smoothly. We were even planning our future together, getting married and having kids of our own. All seemed to go well until Gertie showed up again."

~(start flashback)~

It was late at night. Phil was about to go to bed when he heard a knock on the door. When he opened it, he was surprised to see who it was; not to mention angry.

"Gertie it's late. What do you want?"

For the first time, Phil saw that she looked concerned. "I'm sorry to bother you Phil, but there's something you need to know about Hedy that I just found out."

"Why, is there anything wrong? Is she ok?"

"Yes she's fine, but that's not it. I was walking home from work and I saw her with another guy at a restaurant. They were sitting very close together and he kept kissing her hand and cheek."

Phil crossed his arms. "So are you saying that Hedy is cheating on me?"

"Yes Phil that's exactly what I'm saying."

"Yeah right Gertie. You think I'm going to believe you after all that you put me through? And why all of a sudden are you nice to me? Look, I trust Hedy. She would never do anything to hurt me. And we love each other, which is why we're planning on getting married. So do me a favor and stay out of it! Good night Gertie."

"But Phil, wait!" He closed the door on her before she could say anything else.

~(end flashback)~

"That sounds kind of harsh don't you think?" Arnold asked. "You didn't even give her a chance to explain."

"Look Shortman, I followed my instincts and told her to finally leave me alone. Unfortunately, my instincts at the time weren't quite as sharp as I thought."

"What do you mean Grandpa?"

"A few nights later I went to Hedy's house. Figure I should surprise her or something like that. But when approached the front window, and I saw her kissing another man!"

"What did you do?"

~(start flashback)~

Phil banged on the front door. When Hedy answered it, she tried her best to act as if nothing was going on. "Why Phil. Fancy seeing you here. I don't remember making plans for the evening."

"Thought I just drop by to say hi. But more importantly, what in the world is going on?"

"What are you talking about sweetie?"

"Don't play dumb Hedy. I saw you through the window kissing with another man. Now where is he? I'm going to give him a piece of my mind!"

Phil walked to the living room to see a rich man standing there with lipstick smudged on his lips.

"Why if it isn't my arch nemesis Rex Smythe-Higgins."

"Good evening Phil, how are you?"

"I'll be fine once I knock your teeth out!"

Phil was about to hit Rex when Hedy interfered. "Phil please don't!"

"Hedy can you please explain to me what in blazers is going on here?"

She couldn't bring herself to look at Phil. "I'm sorry Phil. Rex and I got reacquainted a few weeks ago and realized that there's still something between us after all these years, a strong bond that can never be broken. I was going to tell you. I'm sorry you had to figure out this way."

Phil couldn't believe what he's hearing. He could feel his world crumbling before him. Everything he thought he knew about love was quickly escaping him. "Fine, if that's the way you feel, then I'm outta here. Have a nice life Hedy Lamar!"

~(end flashback)~

"So Gertie was right about Hedy the whole time. Did you apologize to her?"

"Hold that thought Shortman I have to head to the bathroom. I knew I shouldn't have had that raspberry pie your Grandma made. Gotta go!"

While his Grandpa was in the bathroom, Arnold was thinking about how much that last part of Grandpa's story reminds him of what happened over spring break between him and Helga. He met Summer and fell for her charm and beauty. During the times they spent together, Helga tried to sabotage it. When Arnold figured it out he yelled at her the way his Grandpa yelled at Gertie. Then when Helga found the truth about Summer, she tried to tell Arnold, much like what Gertie did trying to warn his Grandpa about Hedy. In the end, they were both right. But he still doesn't understand why either of them suddenly became nice out of nowhere…

After a few minutes, Phil came back feeling refreshed.

"Ahh that's better. Now where were we Shortman?"

"You were about to tell me what happened between you and Gertie."

"Oh yes that's right." Phil picked up the photo album. Surprisingly, it was still on the page with the picture of Gertie.

~(start flashback)~

The next day, Phil knocked on Gertie's door hoping she would be home. She was surprised to see him when she answered the door.

"Phil? What are you doing here?"

"I came here to apologize for the way acted. You were right about Hedy. I caught her red-handed when I went to her house last night. I guess I just didn't want to believe it was true. I'm sorry."

Gertie rolled her eyes. "Phil, I told you that girl was bad news. And did you listen to me? Nnnoooo."

"Well can you blame me? You always gave me hard time, so it wasn't easy for me to tell if you were telling the truth. I just never thought you'd care about me."

Gertie started to feel guilty for what she has done to Phil in the past. "Well, can't exactly blame you. I would probably feel the same if was the other way around. Can you forgive me for all the mean things I've done to you, you know call it a truce?" She offered her hand to him.

Phil let out a small smile and shook. "Ok Gertie. Truce. I forgive you."

"Great. I'm starving. Come on Chin Boy, let's get something to eat."

After lunch Phil walked Gertie back home when he remembered something. "Oh man, I completely forgot about that trip Hedy and I were going to make to the capitol for Veteran's Day. I have to be there the day after tomorrow for the unveiling of my monument."

"Get outta here Phil. Why would anyone build a statue of you?"

"It's a way of honoring me for defeating the Battle of the Buldge. Oh cheese and crackers what am I going to do now? I can't possibly go on the road trip by myself. And everyone I know already left for the capitol or is too busy to go."

Gertie thought about it for a moment. "Well…I've always wanted to go to the capitol. Can I go with you?"

~(end flashback)~

"Did you say yes?" asked Arnold.

"I didn't want to at first because you know…it's Gertie. She was downright impossible. But I had to no choice. So early the next morning we started the drive just her and me." Phil continued to turn the pages to a picture of the two of them in front of Phil's Packard with an American flag hanging on the back. "Anyways, there we were alone in the car driving all day from the city to the capitol."

~(start flashback)~

It was hard at first because Gertie quickly fell back to her old ways – poking him, changing the radio stations, turning on the air conditioner when it was already freezing in the car. So he stopped the car and said to her, "If you're coming with me on this trip, you have to follow my rules and we have to get along and work as a team if we want to get there together and back home in one piece."

"Sorry Phil. You know what they say: old habits die hard."

"Well you better quit all that or I'm going to kick you out to the road."

Gertie scoffed. "Get real head boy. You couldn't even hurt a fly."

When she saw how serious his face was she started to believe him. "All right all right. I'll do my best to stop."

Phil started driving again. They were quiet for about an hour until Gertie punched him in the arm.

"Ow! Gertie, what did we just talk about?"

She laughed. "I saw a white punch buggy."

"What in the world does that have to do with anything?"

"Haven't you ever played this game Chin Boy? Whenever you see a Volkswagen beetle you call it by punching someone in the arm. "

"Oh I see. Well if that's the way it is then...there's another one. I call it!" he reciprocated by punching her in the arm. They both laughed and the game went on until their arms got sore.

"Never thought the Volkswagen Beetle was that popular," said Gertie.

Phil laughed. "Yea, you're right. We should stop."

It wasn't too long after when they arrived at the hotel where they rested for the night.

~(end flashback)~

"That sounded like fun, Grandpa," said Arnold.

"Yup Shortman, it was. And most importantly she stopped trying to bite my head off after that." Phil flipped through the album until they saw several pictures of the two of them in front of the different historic moments. "The next day we arrived at the capitol. It was surprisingly a lot of fun. We went to all the popular sites as you can see and we even watched the Veteran's Day parade. But the highlight of the visit was when we attended the ceremony of the unveiling of my beautiful bronze statue. It may not be as big as the one they have of Lincoln, but hey a statue is a statue." He pointed to a couple of pictures of the ceremony itself and a group of people posing in front of his monument.

"The day ended with a breathtaking fireworks show. We turned in for the night and the next day we were back on the road heading home. Unfortunately about three hours later we ran into car trouble. Turned out the Packard ran out of oil, had a flat tire, and some other problems. So we had to stay in that town for the night while the mechanics fix the car. Luckily, there was a jazz club near the hotel so we hung out there for a few hours." Phil sighed as he turned to a picture of him and Gertie dancing. "Now that's a night I'll never forget."

Arnold was curious. "Why is that Grandpa?"

"That's the night when I first started to really see her as a good friend and not as a bully."

"Wow that's great. So you two officially patched things up and she stopped picking on you?"

"Yup. Anyways, when we got back to the city we started to hang out a lot more. Sometime it would be with our other classmates from grade school, other times it would just be her and me." Phil showed Arnold several pictures they took from their different outings – from bowling to eating out to going camping. Arnold noticed that of all the pictures Phil has showed him so far, this is the first time he's seen his Grandpa so happy.

"So what happened between you two Grandpa? Are the two of you still friends up to today?"

Phil chuckled. "Well, not exactly. You see, over time I started to see her as…you know…more than a friend. In short Shortman, I fell in love with her."

"You WHAT?" Arnold almost fell out of his bed in shock.

"You know in love, head over heels, over the moon!"

Arnold was more eagerly now than ever to hear more what happens next. "So did you tell her?"

"Well, not when I figured it out. It took me a while before I said anything because the last time I fell in love I got thrown out like yesterday's trash. Finally, the next year on Valentine's Day, I asked her out on an official date and to my surprise she said yes." Phil turned the page to the two of them dressed in cocktail apparel and on the roof of the boarding house.

"Yes siree, I made her a dinner and put together a private romantic setup on this very rooftop. Ahh I remember like it was yesterday…"

~(start flashback)~

Phil was running all through the rooftop making sure the setting was absolutely perfect. He was also a nervous wreck. Even though the two of them have been getting along so well and practically see each other every day, Phil couldn't stop the unfamiliar feeling of butterflies in his stomach.

When he was about finished straightening everything, there was a knock to the roof door. When Phil opened it, his butterflies flew around even faster and his heart skipped a beat. There was Gertie, more beautiful and radiant than ever wearing a light green cocktail dress.

"Hey Phil," she said in a nonchalant manner. Little did he know that Gertie also had butterflies.

"Good evening Gertie. Come on in or uh err…out I mean." He said nervously and escorted her to the table and pulled the chair for her to sit down.

Dinner went by smoothly, but they didn't talk as much as they normally do because the both of them were too nervous to make casual conversation.

After they finished eating, Phil stood and walked over to her side of the table and asked, "May I have this dance?"

Gertie gave a questioning look. "But there's no music."

"Sure there is," Phil responded. He pointed to the record player on the other side of the rooftop.

"Ok then Phil, let's dance."

They walked over to the record player and Phil put some slow jazz music on. They slow danced in silence for a while until Gertie said, "Man Phil, you really pulled all the strings for tonight. You really didn't have to do all this."

"Hey, anything for the woman I love."

Gertie froze and backed away and stared at Phil. "Did you just say that you love me?"

Phil's could feel his face getting really red. "Umm…what I mean to say is…is that…umm…ah what the heck." He took her chin in his hand and looked into her eyes. "I love you Gertie."

Gertie's eyes began to water as if she's been waiting an eternity to hear Phil tell her those exact words. "Oh Phil. I love you too."

"Wait really?"

Gertie simply nodded and smiled.

"Then…um…will you be my girl?"

Gertie started to cry. "Yes Phil of course I'll be your girl!"

Phil was so happy that he picked her up and twirled her around. When he brought her back down, they shared their first kiss.

~(end flashback)~

Arnold was in a daze as he tried to picture the night Phil just described. "Wow Grandpa. It sounded like you two really loved each other. What happened next?"

"We continued to date for about a year, Arnold. Then we got hitched." Phil turned a few pages to a formal wedding picture of the two of them. He then turned several more pages to another picture of him and Gertie, but this time with a baby in Gertie's arms. "A year and a half later we had a beautiful baby boy. Named him Miles."

Arnold sat there in shock. Again. "Wait, my dad's name is Miles."

Phil raised his eyebrow. "Yeah so, what's your point?"

It didn't take long at that moment for Arnold to put two and two together. "Wait. If you married Gertie and the two of you had my dad…then that means… Gertie has been Grandma this whole time?!"

"Well by golly you're right Arnold! Haha. Nothing gets past you."

Arnold crossed his arms. "Why didn't you tell me she was Grandma all along?"

"So I didn't tell you? Sue me. The point is Arnold your Grandma bullied me to no end when we were kids and when we got older she put that aside and showed to me what a nice person she can be and that's who I fell in love with and still do to this day."

When Phil finished his story, Arnold was starting to get sleepy and lied down on his bed. Then again, it was almost 1 A.M. "Thanks for the long story Grandpa. I never would have guessed you married your childhood bully. I just thought that you two probably drifted. So did she ever explain to you why she always picked on you?"

Phil chuckled. "I guess I left that part out, didn't I? Well have fun figuring it out. Night Arnold!" He hurriedly got the albums and left.

Arnold pulled the sheets over his head and sighed. "Great Grandpa…now I'm right back where I started. Just when I was about to go to sleep…"

xxxx

The next day, Arnold still couldn't figure out what Phil was trying to tell him through his story. He decided to go for a bike ride in the park to clear his mind and hope to find an answer along the way.

After biking for a while, he took a break and sat on a bench. He then heard a faint familiar voice behind the bushes. He couldn't make out everything she was saying, only bits and pieces.

"Oh… worlds apart? What torment..…. Instead of admitting to you…. I push you aside and force my hate to overcome…... Ohh-"

"Helga?"

"Arnold!"

"What are you doing?"

"Stop creeping up on me like that Football Head! You trying to give me a heart attack or something?"

"Sorry Helga."

"So what are you doing here anyways Arnoldo?"

"Not much. Just thinking. I've had a lot on my mind lately."

Oh no Helga thought. I really hope it's not about the FTi incident. "Gee Arnold you do seem pretty down. You sure you're ok?"

"Yeah Helga I'm fine thanks for asking." The blonde boy rubbed the back of his head as he asked the girl before him. "I was wondering, if you're not busy right now maybe we can…I dunno…. get some pastrami sandwiches at Sub King? My treat."

Helga crossed her arms and tried to hide her excitement. "What the catch Anoldo?"

"Nothing. It's my way of thanking you for helping me save the neighborhood, even though you didn't have to. I never got a chance to thank you for that."

"All right whatever floats your boat Football Head. Let's go. I'm starving anyways."

As they were walking towards the restaurant, Arnold began to realize what his Grandpa was saying all along. Even though Grandma and Helga were mean to Grandpa and I, they didn't do it just out of spite. They did it to hide some hidden insecurities. In reality deep deep down, they're both really nice. I just hope one day Helga softens up like Grandma did.

THE END

A/N: Here's what Helga really said. I didn't include the whole thing because I wanted you to read what Arnold heard.

"Oh my beloved, are we forever to be worlds apart? What torment have I wrought? Instead of admitting to you that I really do love you I push you aside and force my hate to mask my deepest feelings. Ohh -"

Credit for the beautiful cover art "They slow danced for a while" goes to Rei-Hikaru. Visit her page on Deviant Art if you haven't done so yet. Her artwork is amazing! :)