Hey guy's melody here and as you can see, this is my first HA! fanfiction and I hope you guy's love it as much as I do! I've been so inspired by two stories by Azure129, "Tutoring Arnold" and mostly "Learning to be Helga"!!! *squealing like the fangirl I am* Ahem, anyway I've also been inspired by MLP:FiM episode, "Heart's and Hooves Day"! (I'm a huge fan of the show btw) I used my imagination to where I see if I imagined if Arnold and Helga would've taken the Love Poti- POISON and imagine how cringe worthy they would be. and how the others would feel in the lovey dovey talk scenes! And I've been so inspired mostly by "Learning to be Helga" and "Heart's and Hooves Day" that I decided to make a fanfic about it! I don't own Hey Arnold!, it belongs to Craig Bartlett, GOD BLESS THAT MAN FOR CREATING THIS SHOW!!!, I don't own My Little Pony, it belongs to Lauren Faust, and enjoy the first chapter!

It was a warm spring day as the sun rised over Hillwood and mostly everybody in the city was having a good mood today. It was a regular day at P.S. 118. And for today was Valentines Day. A day for gifts, caring, and love. But mostly chocolates and candy for certain kids. The halls were decorated with white, pink, and red streamers and hearts. And the students were in the halls talking and laughing to one another, minding their own business. But most of them talked about the Valentine's Day dance coming up next week and everybody was excitied about it. Well ALMOST everybody.

At a few lockers down, an african-american boy with tall black hair was talking to a certain football headed boy with tufts of blond hair. "So Arnold, do you really think I should ask phoebe out to the Valentine's Day dance?" Gerald said, looking nervous. As Arnold closed his locker, he looked at his best friend with a reassuring smile. "Gerald, I know for a fact that Phoebe likes you alright?" He said as he chuckled a little bit with amusement while shaking his head as he started walking with him. "And for the tenth time, yes you should ask her out to the dance."

Gerald turned a bit red on the face as he looked down with a frown. "S-sorry if I asked a bunch of times Arnold. It's just, phoebe is different out of other girls! I really like her and I just don't want to mess this up you know?" He then smirked at arnold as they both started walking to class down the hall. Arnold looked forward with a friendly smile and a half-lidded gaze. "And I wasn't the only one that messes up on dates you know." The football headed boy looked over to his best friend with a curious look. "What do you mean Gerald?" Gerald sighed as he replied. "You messed up on dates like with Ms. Feltar and ESPECIALLY just like how you messed it up with Ruth and that fake Cecile incident last year!"

Arnold was the one to blush as he also looked down. "W-well um I just-..." He then blinked and thought of her. The mysterious girl he actually like like and STILL chases after her. Cecile was no ordinary girl. She was different. She was kind, tough, smart, everything he wanted in a girl. But what really captivated him was her beauty. How her golden curly hair was shining in the candlelight, just hanging off her shoulders delicately, oh how he wanted to run his fingers through and just gently feel and hold that gold silk that was HER hair! Her pretty pink bow fitting so well on her beautiful head. But what mostly hypnotized him of her beauty was her beautiful ocean blue eyes. How they shined in the candlelight. And how they sparkled with love and kindness. Like two pools of the ocean and if he stared at them, he may never come back for air. But he'd never complain if it was her gorgeous, shining, sparlking, shimmering blue orbs. She was like an angel of pink, blue, and gold! 'Cecile more than an angel..she's like...like a...a sunset! A gorgeous sunset that she was just practically glowing with color! Her pink, blue, and gold mixed together and she was a beautiful sunset and I'm feeling like I could be bathed by her spectacular and warm colors and she...she's just so...s-so...breathtaking...'

"Arnold! Hey! Arnold! Hey arnold!" Gerald yelled at him trying to get his attention. Arnold, while he was walking to class with gerald, was having one of his lovesick gazes while thinking of Cecile. His goofy smile, the tinge shade of red on his face but mostly his cheeks, how his stomach was filled with nothing but butterflies, his legs trying his best not to make him fall due to them feeling nothing but jelly, how his heart was beating and flying, and his half lidded gazes while thinking of the girl he'd fallen for. He didn't hear what his Gerald was saying as he was so lost in thought of the beautiful girl that captured his heart. 'I...think theres something more to what I'm feeling for her. Not just liking her, not like liking her, and not really really REALLY like liking her, but what I'm practically feeling is caring and romantic love! I..I love...Cecile...I'm in love with Cecile! I'M REALLY IN LOVE WITH CECI-!'

CRASH!

"OOF!"

"OOF!"

Arnold got out of his lovesick trance as he crashed into something warm. SomeONE. His eyes widened at the person. Someone that had blond pigtails, a unibrow, and a pink bow. It was Helga. Helga G. Pataki. The bully that tormented him as long as he can remember. For the past year, arnold tried to forget the FTi confession. He just still didn't know what to think or do! I mean, imagine if your bully, that has been toturing you for the past seven years, and then, out of nowhere, confessed that they LOVED you! And all because they bullied you the MOST! Arnold always thought of Helga but not as a bully, but as a friend. Just because he didn't like the things Helga's done to him, doesn't mean that he hates her. He always thought, out of all of his friends, that there was some good in her. He knew that for a fact! How she stood up for him when harold tried to hit him, how she helped him with the football game with wolfgang, how she helped him find his hat, etc etc! But she especially helped him and Gerald saved the neighborhood! If it weren't for her, they wouldn't be where they are now! He just didn't know how to repay her.

Helga was not just a regular girl, she was just...well something! Out of all the things Helga's done for him, he actually realized something after a few days later of saving the neighborhood. The things Helga's done for him, she done it out of...of...love. She did it out of love...just for him...Arnold never knew that a girl could love him like that until like high school or something! If he could be totally honest with himself, he actually never see Helga as a love interest. He only seen her back then as a bully and now as a friend. Arnold tried thinking of her as something more after the FTi confession and he still didn't what to feel about her. Maybe...just maybe he could at least TRY to be friends with her as a start. That way he can try and figure out his feelings for her.

"A-arnold!" Helga said in surprise as she looked at him then a scowl appeared on her face. "I mean, watch where your going you stupid football head! Criminey!" Helga said as she started picking up her books and papers while Phoebe stood there. She was about to help her friend, but she decided to let Arnold help. Phoebe wanted to at least let Helga try and talk to him. Besides, she wanted to talk to Gerald about the dance coming up next week.

As Arnold was helping Helga with her things, Phoebe smiled at Gerald, blushing a little. "Konichiwa Gerald. How are you today?" Phoebe said. Gerald jumped at phoebe's voice as he cleared his throat and try to talk in his smooth voice as best as could, but failed as his voice cracked. "H-hey babe! I'm good and how 'bout you?" He smiled at phoebe as she giggled at his stutter. "I'm good Gerald." They smiled as there was a good two or three minutes of silence between them. Then Gerald cleared his throat. "S-so um Phoebe I was kinda wondering if you want to go with m-me to the uh Valentine's Day dance coming up. You don't have to if you don't want to though!" Phoebe smiled brightly at Gerald as her hands were behind her back. "I-I love to go with you Gerald!" Gerald smiled excitingly at the japanese girl in front of him. "Great! It's a date!" Gerald and Phoebe smiled at each other, blushing once more as they went back to Arnold and Helga as they immediately stop smiling and gasped as their eyes widen at the sight of them.

5 minutes ago as Helga started picking up her things...

As Helga started picking her books and papers up, Arnold started to help her. She shot him a glare, but softened as she thought, 'Ok helga ol' girl. You have to be nice to him. Otherwise you'll regret it!' Helga said in her mind as she cleared her throat and said to him with a weak smile, "Y-you know you don't have to do that Arnold I got this." Arnold looked up at her with a smile as he replied back. "It's no problem Helga and besides I want to help you out." And Helga felt her free hand rise up as she slapped herself and shot him an insult. "I mean if your puny football headed arms can barely carry a few books!" She glared at him, bringing her face close to his with one or two word's and with a mischievous smile plastered on her face, as they were nose to nose while she was reaching for the last book.

'Great! Just great you HAVE to be such a freaking jerk to him!' Arnold looked at Helga with surprise at first, by close she was, but then he smiled at her kindly with his old fashion half-lidded gaze while rolling his eyes a little at her sarcastic tone and reaching for the last book off the ground. "Whatever you say he-" Then his eyes widened, his breath being caught in his throat, and felt a prick of warmth among his cheeks as he felt a hand at the bottom of his right hand. Arnold and Helga looked down as their hands were on top of one another. His blush, along with Helga's, increased as their fingers were actually intertwining with one another without both of them realizing it. They immediately looked back at each other as their faces were close to each other.

Present with the four fifth graders.

Blue then met green. Arnold and Helga stayed like that, red pricks of blush upon their cheeks, not being able to speak, their breathes becoming shallower by every second, their hearts racing each minute, and so many thoughts clouding their mind as their hands were still on the book. A certain pink book that belonged close to helga's heart.

'His hand...it's warm and it's against mine and on one of my pink books! Ohhhh! And...his eyes...they're so beautiful! They fit so perfectly with his tufts of cornflower hair and his adorable blue sky hat! He's like...like the earth! His head is always in the clouds, but he always comes back to the earth. His hat is like the beautiful sky, his hair is like the sun, his eyes are like the beautiful nature he has, and I hope he know's that I'm the only one! Ooh that's good I should write that down later on! Oh my prince of the earth, your my prince, and I'm your princess of the heavens! Oh Arnold! If only that one day you get to show little acts of affection like this that aren't accidental! Are hands intertwining, our hearts racing, bringing our faces closer and looking into each other's eyes romati- wait oh criminey! Freaking Geraldo and phoebe are still here! And were in the halls still and other people are bound to notice us by now! I have to stop this trance quick!...n-no matter how hypnotizing his gorgeous emerald eyes are! Ohhhh...!' Helga said in her mind as she swooned as she quickly tried to regain her thoughts.

'Woah...her...her eyes they're so beautiful...they're a gorgeous shade of blue like the ocean and her hair it's shiny...like the sun or gold or something...her pink bow...it fits her so well on her head...and her hand...it actually...fits perfect with mine...and it's warm and soft...like a...pink, blue, and gold cloud...and just like he- w-wait W-WHAT AM I THINKING AND DOING?!? Gerald and phoebe are still here and people canNOT see us like this!!!'

Arnold and Helga immediately looked away with their faces a bright shade of red and their hearts beating like jackhammers. Helga cleared her throat, put on a scowl, and growled at arnold as she snatched her poetry book from him. "Did I say it was okay for you to touch me football head?!? Hmph!" Helga, still on the ground, shoved her pink book into her bag as arnold immediately stood up, cleared his throat trying his best to not to show his blush, dusted himself off, and offered a hand to helga to help her up with a sheepish smile while rubbing the back of his neck with his other free hand. "Sorry helga it was an accident."

Helga raised a brow at him as she scoffed at him, took his hand, and pulled herself up. "Fine arnoldo just don't get so freaking mushy on me again you got that?" Helga snapped at him as she pointed a finger right on his nose while leaning down towards him to his height with her right hand and her left one on her hip of the gentle curve on her body. Arnold looked at her with a half-lidded gaze with a smile while crossing his arms on his small chest. "Whatever you say helga." Helga then smirked in satisfaction, her blush long gone on her face, as she put her backpack on her back and walking towards pohebe. "That's right football head whatever I say! Let's go pheebs." She then thought in her head, 'Oh my beloved, thank you for protecting my secret!' Phoebe got out of her state of shock as she said, "Going! Bye gerald." As she waved at Gerald, as he got of his shock by her name being metioned, waved back at her with half a smile. "See ya later babe."

As the two girls left the two boys to go to class, Gerald looked at arnold with a bewildered look. Arnold looked at his best friend with wide eyes as he cleared his throat. "I-is everything alright Gerald?" He looked a him nervously, hoping Gerald won't ask what happened between him and Helga. Gerald then closed his eyes and shook his head. "Mmm mmm mmm. Arnold, I don't even want to know what just happened between you and Helga alright man?" Gerald then shuddered in disgust. Arnold sighed in relief as he cleared his thoughts and continued walking with Gerald to class.

As Phoebe and Helga left Arnold and Gerald, they quickly went into the girls batroom. Helga made sure no one else was there but them and she slide onto the floor against one of the stall doors as she unable to breathe. "I...can't believe that JUST happened..." Phoebe then smiled at her best friend. "At least you sorta talked to him Helga!" Helga then smiled a little as she looked up at Phoebe. "I guess your right pheebs. Could you guard the door for me? I need to...let some things out and by 'things' I mean words you know? Hehe..." She then smiled sheepishly at Phoebe while blushing a little. Phoebe then giggled as she went to the door. "Guarding!" As soon as Phoebe left, Helga let out a sigh as she stood up and went to one of the sinks and looked into the mirror. Her face was still a little red now that she thought about what happened to her and Arnold as she sighed dreamily with a lovesick smile and layed agaist the wall while bringing out her locket, holding it close to her chest, specifically her beating and fluttering heart.

"Oh Arnold! How I love when your presence is near me! How I loved that your hand was on top of MINE! Oh and your EYES! They're such gorgeous shade of emerald green that I could just melt! Ohhhhh..." Helga swooned as she closed her eyes, slide down against the wall, and fell to the ground once again with a lovesick gaze. She continued to speak out loud while she grabbed her backpack that was still open and hugged it closer to her body with two or three words, as her eyes were still closed. "Oh but if only you show me your true feelings about me! If only you would be able to express them! If only I would be able to get your attention! I'd do anything to get it from you! Anythi-!"

CLANK!

Helga then stopped her monologuing as she opened her eyes and looked down to the tile floor of thw bathroom. A gold-color lipstick cap was there, right next to it was a lipstick dispenser, and the color for the lipstick was bright red. Helga's blue eyes then went wide as she gasped a little in realization. She then grabbed the lipstip and the cap as she went through her backpack while speaking with a mischievous smirk. "That's how I'll get his attention! I can just put on make up! I mean it worked out last time didn't it? It'll be perfect!" She then found mascara, pink eye shadow, her brush, and vanilla perfume. "Hmph! I'm glad I actually packed these things! Now Arnold won't know what hit him. And if anyone asks, I'll just say that I lost a bet to football head." Helga then giggled, went to the sink, and set down the objects and went to the bathroom door.

She opened it and Phoebe looked at her in surprise. "Oh! Helga are you done 'letting a few thing's out'?" Helga blushed as she cleared her throat and pulled her best friend in. As Helga closed the door behind them, she then sighed deeply. "N-no pheebs I just... well..." As Helga paused, trying to find the right words to speak, Phoebe looked over to the one of the sinks and see's the various make up and other items on the sink. She then giggled as she replied to the tall girl in front of her. "Of course I'll help you Helga!" Helga then looked away, blushing with embarrasment. As Helga and Phoebe went to the sink, Helga cleared her throat as Phoebe started to brush down her pigtails. "Thanks for doing this pheebs. I owe you one." Phoebe then replies with a friendly smile. "Of course Helga! Anything to help you out with ice cream!" "Hehe yeah...'ice cream'." Silenced reigned only for a few good moments as Phoebe broke it. "Well there is ONE thing you could do for me." Helga looked at her best friend through the mirror with a curious look. "What is it pheebs?" Phoebe then blushed as she stopped brushing her friend's hair for a moment. Helga looked at her friend with a mostly curious and worried look.

"Phoebe?" Phoebe then blushed a little more as she stuttered out, "I-I was wondering if maybe you could...watch over me at the dance with Gerald...?" Phoebe whispered out the last part in nervousness as she cringed on what her best friend might say and continued to brush Helga's hair. Helga then smirked at her as she laughed a little. "Of course pheebs. And besides I owe you one for helping me with my appearance. The least I could do is help you out with tall hair boy." Phoebe then smiled excitingly at Helga. "Oh thank you thank you thank you Helga!" Helga laughed at Phoebe's enthusiasm as Phoebe started working on her make up. "Hehe your welcome pheebs. Oh and uh phoebe this make up stuff, just let everybody know that if they ask, tell them that I lost a bet with football head ok?" Phoebe laughed a little as she agreed with Helga and started working on her mascara.

"So did you get a chance to ask phoebe to the dance Gerald?" Gerlad smiled excitingly while looking beside his best friend as they still continued to walk to class. "Hehe yeah I did and she said yes!" Arnold smiled at Gerald in return. "That's great to hear Gerald. I'm happy for you." Then Gerald frowned at Arnold. "But come on Arnold! I still need you to be there! How else do I know how I'm doing while I'm at the dance with her?" Arnold then sighed tiredly. "Gerald for the last time, I'll be there, but I'm not bringing a date because I don't like anyone ok?" "But it doesn't have to be some girl that you like Arnold! You just have to bring a fake date is all like I keep on saying! But if you want to do that your way, that's fine by me." As they were talking, they ended up going inside the classroom as the classmates in there were busy with their own conversations, and Arnold and Gerald continued their conversation while in the process of taking their seats slowly, getting distracted by the topic their talking about.

As Arnold sat down, he got out his notebook, his favorite book, and his pencil for the first subject of the day. He started to read a little as Arnold turned to the side of his desk while talking to his best friend. Gerald got his pencil and notebook out as well as Arnold replied back to him. "But again, which girl should I ask then to be my fake date Gerald? I mean come on no girl will probably be available and no girl in our class likes me!" Then after he said that, he blinked and immediately thought of Helga. He definitely has to ask her to the dance to help his best friend out! 'But what if she doesn't want to go with me? What if the other kids made fun of her and that'll ruin her reputation? What if it was still awkward between us after what happened at the FTi building even though it was last year? No, it won't be akward. And why would it be akward anyway? Were just going there as friends that's all! I'll just let everybody know that were just going as friends. Plus she'll love to go with me! Helga lo- like likes me just like she said!' He nodded to himself as Gerald replied to him with a sigh as he sat down beside him in his desk. "I don't know Arnold, but you got to think of something! I need you on this alright?" "Ok Gerald I'll try and ask one of the girls in our class." He and Arnold smiled at one another and the bell ring.

Then the door opened and Helga and Phoebe walked inside the classroom. Everybody looked up and gasp at Helga when she first appeared inside the room. Her pigtails were down and her blond hair was curly and shiny, she still had on her usual signature pink bow, but it looked even more good on her to say the least. She also had mascara that made her blue eyes pop out more and her eye lashes showing. Helga also has pink eyeshadow that looked good with her eyes and she had bright red lipstick on so that it made her lips sparkle, soft, and plump. Mr. Simmons greeted them with a cheerful tone. "Oh Helga and Phoebe! Glad you be joining us today! Go ahead and take your seats please. And by the way, love your new look Helga! Trying something new?" As Helga's named was mentioned, Arnold looked up as he jumped in his seat with his green emerald eyes wide as he dropped his book to the floor with a loud THUMP! with his cheeks red and his heart beating out of his chest.

Everybody still looked at Helga as she walked in while looking down blushing a little on her cheeks. "You got it teach. And uh yeah thanks I guess." Helga said as she walk to take her seat, along with Phoebe. As Phoebe took her seat, she noticed that everybody was still looking at Helga in disbelief except Arnold. Arnold was still blushing like crazy as he tried to cover his blushing face with his notebook. Helga looked at him curiously as she shrugged it off with a dull expression and continued walking to her desk, her gold-color hair flowing gently behind her shoulders, head, and her back.

As the class was still looking at Helga, she growled in annoyance by so many eyes on her as she turned to all of them. "Look I'm only doing this because I lost a bet with football head alright?!? Criminey!" She yelled as she continue going to her seat. As she passed him, Arnold couldn't help but blush a little more as he smelled something. Something pretty and sweet. Like cream? Vanilla possibly? He looked at Helga from behind with a curious look as she looked like she was...sparkling somehow. He realized that must be perfume she had on.

As Helga sat down, she looked at Arnold and shot him a scowl. "What?" She said harshly whispering at him. Arnold then turned around and took a deep breath, trying to calm himself, even though he doesn't know WHY he's so freaked out about. "Alright class, I know Helga's look is different, but you all have more time to talk about it during free time in class, lunch, and recess! Now let's get started with the first subject of the day, history! Isn't that exciting?" The student's then groaned in annoyance as they all started their lesson of the day.

Arnold, still trying to calm his beating heart, took a few deep breathes as he tries to focus on the lesson in the class. With Helga, she smirked a little while blushing a little in satisfaction at Arnold's reaction when she first came in as she started making hearts with football doodles. But then frowned at what Mr. Simmons said as she thought, 'Great now here comes the gossip and questions during lunch, recess, and worst of all, free time. Thanks Mr. Simmons for bringing that up...!' She sighed in irritation through her nose as she teared off a strip of her doodles, chewed it, grabbed her lucky straw from her desk, push the spitball into the straw with her tongue, and shot it straight at the back of Arnold's wide head, causing him to flinch. 'Bullseye!'

Arnold then looked back at Helga with irratated look as Helga crossed her upper arms against her desk as looked down innocently. Arnold then blinked and his mouth gaped a little on how pretty...cute when Helga's like that. Looking down at her desk with her hair down, her eyes popping out more because of the mascara, especially how her lips were red, bright, shiny, and how her lower lip was giving a little pout as part of pretending to be innocent. That little part of her flesh, he never notice and realized that it was...really cute when she poutes even without lipsti-

"What?" The girl behind him said harshly to him as she blinked and looked up at Arnold. Arnold tried to blush by how her eye lashes flowed beautifully as she blinked. He shot her an annoyed glare and turned around to continue to work on the class lesson. 'Well, this is going to be a long day...' Arnold and Helga said in their minds as the lesson continued in their class, just wanting to get over the embarrasment they'll be feeling later on today.

To be continued...

Soooooo...what did you guys think? How will Gerald and Phoebe's date will go? What will the student's say about Helga's new look? What will Arnold truly feel about Helga? Comment and review on what I'll be typing next for the second chapter! Melody out!