Writer's Notes: Sorry, this one is a little long! I wanted us to get a bit of a glimpse into the lives of Gerald and Phoebe, albeit through Arnold and Helga. Hence, why they show up so much here and will continue to do so in future chapters. Thank you for your reviews!

...

What Makes a Friend

"Helga is living in the boarding house?" Gerald stood still in the middle of the basketball court, his body still in position to throw the basketball in his hands as he stared back at his best friend. "You're kidding, right? We talking about the same Helga G. Pataki? Blonde hair, tall, scowling?"

"Yeah, Gerald." Arnold took the ball from his friend's outstretched hand and started dribbling it to the opposite court.

Gerald shook his head and followed. "What is she doing there?" he asked incredulously.

Arnold shrugged. "Her parents are moving to California for some phone deal and she wanted to stay for her last year."

"Well I guess that makes sense but that is strange, my man. Helga G. Pataki. You've barely even spoken to her since middle school."

Arnold attempted a shot; the ball circled the rim once, twice, and fell off to the side. "Yeah, I know." He paused for a second, thinking, "Why don't we ever talk to her anymore? We talked to pretty much everyone else."

Gerald picked up the ball, which had rolled to the edge of the court and shook his head. "Who knows? It just kind of stopped, I guess. I mean its Helga, she was never your biggest fan and maybe when she got the opportunity to put some space between you two, she took it."

That stung a little but Arnold admitted that it made sense.

Gerald continued, giving him a look. "Not like it matters, right? Did you even notice? I mean, you rarely ever brought her up."

That's not true thought Arnold. Could he have possibly never noticed that someone who was so prevalent in his early years had practically stopped being in his life? Arnold suddenly realized that he had hardly thought on it, it had become almost natural for him not to see her. He frowned, he didn't like that. Could he have possibly been so callous? Had Helga noticed?

A hand was waving in his face, snapping Arnold out of his thoughts. Gerald was looking at him with a brow raised, "Where'd you go, man? One minute we were talking and then off you went to la la land." He gave him another look and took a shot; the ball went through the hoop. "Anyways, like I was saying. It's not like she stopped talking to the whole group. Phoebe says she hangs out with almost everyone, even Herald and Rhonda."

"Really?" Arnold found that hard to believe.

"Yeah, just last weekend when I called Phoebe to hang out she said she and Helga had plans with them and Nadine and Sheena at the pier." He shrugged, "I guess it's just 'cause we never have classes with her or somethin'."

"Right." But still Arnold didn't like the thought of that. They had known each other since Urban Tots; Helga couldn't have just stopped talking to him because they were no longer in the same classes, right? But then, he had… "I wonder why they never asked us to join," Arnold said absentmindedly.

"Why do you care?" Gerald took another shot, this time it missed and Arnold watched as the ball rolled into the grass that surrounded the sides of the court. "I mean, all she ever did was bully you."

Arnold walked over to the ball but didn't pick it up. "Yeah but we were friends in a way."

Gerald gave him another funny look, "You're delusional, Arnold."

Arnold picked up the ball and threw it to him.

"Anyways, what'd you say when you saw her?"

Arnold felt an awful blush stain his cheeks as he remembered seeing her back through the kitchen doorway. When had she grown up so much?

A hand waved in his face again, "Seriously, man, why do you keep doing that?"

Arnold shook his head to push away his thoughts, "Sorry Gerald." Gerald rolled his eyes. "I actually saw her last night when I went down stairs to get a sandwich." Arnold noticed his face still felt a little warm and hoped Gerald didn't notice. "I asked her what she was doing there because my grandpa hadn't actually told me that she was the one who was moving in." He frowned at that.

But Gerald just shrugged. "You guys talk a lot? How was she?"

"She was nice, actually," said Arnold, a little surprised at his realization. "I mean she was still Helga. She still talked the same but there was no real…"

"What? Spite? Venom? Malice?"

Arnold laughed. "She wasn't that bad, Gerald." Gerald shrugged in response. "I guess 'cause I haven't spoken to her that long... anyways, it didn't feel weird. It felt like I was talking to the Helga I knew growing up."

Gerald took another shot. It went through the hoop. "Alright, whatever you say, Arnold. I just hope she doesn't bite off your head while you're sleeping."

…

"Hey Pheebs," said Helga as soon as she spotted the small Asian girl with glasses reading at a table at the far end of the library.

She looked up and smiled. "Why hello, Helga."

Helga pulled up a chair and sat down. "I don't know why you spend so much time in the library during summer break."

"The mind has to remain sharp even during times of rest. Studies have shown that summer break actually sets back the average student more than 40% of all they learned during the school year."

Helga smiled, having been used to nearly a decade and a half of Phoebe's facts. "Yeah, alright, Pheebs."

She turned back to the book and placed a book mark on the last page she was reading. She stood up. "I'm done here. Where would you like to go today, Helga?"

Helga shrugged, also standing. "No real preference, Pheebs." She looked at her friend and gave her a shrewd look. "You got your first date with Gerald tonight, right?"

Phoebe blushed. "Yes, he said he would pick me up around 8 tonight."

Helga's left brow rose. "What are you going to wear?"

Phoebe looked down at her current outfit; she was wearing a long dark blue sweater and black jeans. "Well I was thinking that this would be sufficient."

Helga shook her head. "You've been waiting for this guy to ask you out for what— 5 years now? We're going to the mall." She linked her arm around Phoebe's, who, at 5'3, stood nearly 6 inches shorter than her as she resolutely walked out of the library.

They arrived at the Hillwood Mall a few minutes later with Helga having driven Phoebe's car. They walked into a large clothing department store called Marcy and Helga had been walking around with Phoebe trailing her as she picked outfit after outfit for Phoebe to try.

"You'll look good in this," said Helga as she pulled out a high neck white blouse. "This will match your eyes." She then handed Phoebe a green dress. "This will surely make Geraldo go cross eyed." A black dress and on and on until Phoebe was nearly drowning in the pile of clothes in her arms.

"Alright, I think that should be enough to try on," said Helga as she led the way to the dressing rooms.

"Helga," called out Phoebe, her voice slightly muffled by the skirt in front of her face, "I'm certain Gerald—"

Helga suddenly pushed Phoebe into the dressing room, cutting off her words. "Whatever you're going to say, can it. Just try on those clothes and come out."

Helga heard a sigh from the other side of the closed door and smiled.

A minute later Phoebe came out with a low cut, sleeveless black dress and pair of black heels. Her knees were slightly bent inwards and she looked uncomfortable as she tried to push a strand of hair off her face.

"Hmm, you look good, Pheebs but it doesn't really suit you. Back in."

She came out again but this time wearing a large purple sweater and a black skirt. Helga shook her head, "looks too much like your usual wear."

Phoebe went back in and came out this time wearing a geometric shirt dress. Helga's face crunched up, "doesn't fit your bob."

Phoebe sighed, turning back around. This time however, when she came out, Helga smiled widely. "That's the look, Pheebs," she said immediately upon seeing her best friend.

Phoebe smiled partly out of relief and partly because Helga's sported a rather triumphant grin. Helga watched as Phoebe turned around and stopped. She grinned as Phoebe's eyes widened.

"It looks good, right?"

"I, uh, I would have to concur," responded Phoebe shyly. "But I have never worn anything like this before, Helga."

Helga shrugged and walked into the dressing room, staring at Phoebe's reflection. "Yeah but it still suits you, you know? You still look like Phoebe; you're just in a different set of clothes that highlights you better."

Phoebe fingered the white lace around the high collar of her white blouse. It was beautiful. The cuffs around her wrists sported the same lace and so did the buttons that ran along the front of the blouse. The skirt she wore had a pattern of soft grey and red flowers and it flared somewhat at her knees. The blouse was tucked into the skirt at the waist, giving it a tailored look that Phoebe agreed with. The outfit was very cute but…

"Enough, Pheebs." Helga's words cut through her thoughts. She looked at her friend through the mirror, she was rolling her eyes. "I don't understand why those thoughts go through that smart little noggin' of yours."

"Well Helga, you must admit, this type of wear isn't really what I'm normally seen in. It's a little too… perhaps feminine for me."

"Look, Pheebs, you're cute," Helga said bluntly. "You may always have your little nose in your books at all times but guys watch you."

Phoebe blinked.

"You think Gerald is the only one who wanted to ask you out? I mean come on, you're smart have you never noticed any of those other guys hanging around your locker or offering to take you to class? The only reason those other guys didn't ask you is because they're afraid of me." Helga flicked her wrist nonchalantly and scoffed. "Honestly, good riddance because some of those guys are too stupid for you anyways."

Phoebe blinked at her again and then again.

Helga grinned, "Look, Pheebs. You've liked Gerald since what— 6th grade? So your brain was probably always either on that or on, god forbid, your studies. You never really paid attention to anything else around you. You're not that little nerdy girl in grade school anymore who could easily hide behind her books and brain. You've got looks too, now we're giving you style. Gerald is going to die for this."

Phoebe looked back at her reflection in the mirror. "Do you really think so?"

Helga placed her arm on Phoebe's shoulder and leaned against her best friend as she looked at the two girls who were staring back at them through the mirror. "Abso-frickin-tootly."

…

Helga lounged on Phoebe's bed as Phoebe put the final touches to her outfit, staring at herself uncertainly in the mirror. "So Helga," she said turning to look at her friend, "You never told me about what happened when you moved into Arnold's boarding house."

"Huh?" Helga had been reading a magazine, which she promptly threw aside. She was lying on Phoebe's bed with her legs propped up against the wall. She craned her neck to look at Phoebe, upside down. "Oh right," she shrugged. "I didn't see the football head until he came out in the middle of the night and nearly scared me to death."

Phoebe didn't respond but her eyes were questioning.

Helga looked up at the ceiling and silence reined for a few more seconds before she continued. "It was kind of normal actually, when we were talking as if we hadn't just suddenly disappeared off of each other's existential plane. He remembered me at least."

"Helga," Phoebe said softly, "I'm sure Arnold would never forget you."

"Yeah, yeah. He didn't try very hard to stay on talking terms all throughout high school though."

"Yes, but neither did you, Helga. And you know that relationships require both participants if it is to remain existent."

Helga rolled her eyes. "Spare me, Pheebs."

There was only silence again but then Phoebe spoke up. "If you want your relationship to change this time, Helga, you need to work at it."

Helga groaned and swung her legs off the bed. "When is Geraldo supposed to get here anyway?"

Phoebe softly sighed, allowing the change of topic tactic that Helga often utilized when it came to the boy she had spent most of her life having feelings for. She looked up at the clock and stood up from her dressing table. "I believe he should be here shortly."

Helga walked over to her and grinned, "You're gonna break hairboy's hair in that outfit."

Phoebe blushed. "If I hadn't already, Helga, I wanted to thank you for helping me pick this out."

Helga rolled her eyes, "Sheesh, Pheebs, you've thanked me about 10 times already. Geez, it's almost like you don't remember that I forced you to get it."

Phoebe giggled but then heard a distinct knock coming from the front door.

"Looks like hairboy's here," said Helga, leaning out of the window, looking down.

The doorbell rang again. "She's coming! Sheesh!" she yelled as she and Phoebe made their way to the front door.

Helga opened the door and found herself face to face with a well-dressed Gerald. He was wearing a navy blazer, unbuttoned and a white long sleeve shirt over a pair of dark jeans.

"Looking good there, Geraldo," said Helga, leaning against the door frame.

Gerald's brows knotted. "Pataki, I didn't expect you to be here."

Helga shrugged, "Why are you so surprised? Phoebe is my best friend after all."

"Uh, right. Anyways, she ready yet?" He was holding a bouquet of pink and yellow dahlias in his hand.

Helga chuckled. "Don't tell me I'm making the great lady's man of Hillwood High nervous?" He glared at her and she grinned, "She'll be right along, hot stuff."

Phoebe walked up next to her and Helga watched as Gerald's eyes widened as he took in his date's appearance.

"Wow, Phoebe. Y-you look great!"

A pretty blush appeared on Phoebe's cheeks. "Thank you, Gerald. And may I say that you're looking pretty good yourself."

Gerald grinned widely but didn't say anything, still staring a bit dumbly at Phoebe.

Helga coughed, "Uh, hairboy, you going to give her the flowers or not?"

"Huh? What? Oh, right, right!" He gently placed the flowers in front of Phoebe's face. "These are for you."

"Why Gerald, these are beautiful. How did you know I like dahlias?"

Gerald shot her a cheeky grin. "You've liked them since the 6th grade."

Then there was silence again as the two awkwardly started staring at the ground. Helga rolled her eyes. This was nearly a decade in coming. "Alright, ya yutz! Time to go on your date now!" She started herding them to Gerald's parked car. "Now, Phoebe, I don't want you back before 11 and Gerald, I want her back before 2." She winked at them as they got into the car. She closed the passenger side door after Phoebe got in. She grinned, "Now enjoy yourself, ya revolting lovebirds."

Phoebe smiled, waving at her as Gerald put the car in reverse, sending them both down the road, down a path that had been a long time in coming.

…

Helga smiled at herself, happy for Phoebe as she made her way back to the Sunset Arms on foot. The day had been quite a success but with Phoebe on her date, she now had no plans. Summer break was only about 3 weeks in but already, Helga felt a bit bored. She had planned on spending most of her summer with Phoebe that was until she had told her that Gerald had finally asked her out. Now it looked like Helga would be spending a lot of the summer by herself.

Helga sighed, kicking a stone on the sidewalk. She supposed she could just go home and read a book or something. Or perhaps expand her mind like Phoebe said. She scoffed, yeah right; she'll probably just have a horror movie marathon night with a big bag of popcorns and chocolates.

She suddenly noticed she was standing in front of the Sunset Arms. She sighed again, well so much for a fun filled summer.

…

Arnold scratched his head and twirled on his chair. He was bored. School was over. It was summer break and his best friend was on a date with a girl he had liked since elementary school. His other friends were either out of town or had other plans.

He crossed his arms over his chest and stared up at the skylight then stared back at his phone, willing it to ring or beep with a text. But none came. It was only 8:30 and he was a teenager. Wasn't it against the laws of nature for a teenager during summer break to be bored? he thought. He twirled on his chair again and stood up suddenly.

There just had to be something he could do to keep himself from losing his mind. He made his way down to the kitchen and saw his grandpa, Oskar Kokoshka, Ernie Potts, and Mr. Hyunh, all longtime residents, gathered around a table playing poker. Phil looked up as Arnold entered the kitchen.

"Hey there, short man, want to play a hand?"

"No thanks, grandpa." Arnold walked over to the sink and poured himself a glass of water.

"What are you doing, Kokoshka? Stop looking at my cards!"

"I'm not looking at anything, grandpa," said Oskar, attempting at innocence.

"Stop calling me grandpa!"

"You look kind of listless there, Arnold" said Ernie, throwing a chip to the middle of the table, calling Hyunh's raise.

"Yes, Arnold, you look very bored," Hyunh agreed.

Arnold sat down next to Hyunh. "All my friends are busy so yeah, I am kind of bored."

"Bored?" came Phil's voice. "You're too young to be bored! It's summer break."

Arnold sighed, "I know, grandpa but I can't think of anything to do. I tried reading or going on my computer but nothing interests me."

"Hmm— Oskar, will you quit that!" He pulled his cards far away from Oskar's prying eyes and turned back to his grandson. "Well your little friend there, the one who used to have that unibrow and the pink bow in her hair, is in her room right now."

Arnold's body slightly jerked in surprise. During his thoughts of how to alleviate his boredom, he hadn't thought of Helga.

"I don't think she'd want to see me," he said, not at all knowing whether it was true or not.

His grandpa shot him a shrewd look. "Well, now how will you know if you don't ask her?"

Arnold grimaced, "Well we're not exactly friends anymore."

Phil glared at Oskar as he set his cards down, facing the table. "Now I remember a time when she used to skip outside of our house, just waiting for you to come out."

Arnold rolled his eyes, "yeah, to make fun of me, grandpa. Anyways that was years ago."

Phil shrugged and picked up his cards again. "All I'm saying is you'll never know until you try, short man."

Arnold watched silently for a minute as Ernie yelled at Oskar for attempting to look at his cards and Mr. Huynh adroitly moved his glass of juice away from the two. Why shouldn't he ask Helga, he wondered to himself. At one point, though a long time ago, they were kind of friends. And they did have mutual friends now and well their best friends are actually on a date together. If she was home that likely meant she didn't have plans either. It made sense that they could at least spend an evening together, hopefully without any fighting.

Taking a deep breath, Arnold stood from the table. No one seemed to notice as he made his way out of the kitchen and down the hall to the room at the far end of the boarding house. He could see a warm glow from under the closed door and Arnold felt himself getting more nervous with every step he took.

He stopped in front of her door and gulped. For nearly a minute he stood there, frozen, his hand raised, ready to knock... He couldn't do it. Grimacing, he lowered his hand but just as he was about to turn around to go to his room, the door suddenly opened and he came face to face with a very surprised Helga.

He gulped, "Uh, hey Helga."

Helga's brows came together in a question. "A-Arnold, w-what are you doing here?"

He laughed nervously. "Uh," his palms were a little sweaty. "I just wanted to know if you were busy."

He watched her shake her head vigorously and then look back at him. "What's it to you, bucko?" but her voice no longer had the same harshness to it that it had when they were kids.

"I just wanted to know if you wanted to do something. I mean you know with Phoebe and Gerald on their date and—"

"And everyone else was busy so you didn't have any other plans?" she finished for him. He was worried she would be angry but noticed that she merely looked amused. She cocked her head slightly and moved aside to allow him entry to her room. "Come on in, football head. Lucky for you I was just about to engage in a night of horror movies and junk food."

Arnold smiled, more relieved than he wanted to believe and took a look around her room. It was neat and clean. She had a large queen sized bed on the far end of the room with a white comforter patterned with pale pink flowers. A large soft looking green rug sat beneath it. Her desk was large, topped with an ornate lamp and scattered with books. He noticed the pink journal he had spotted earlier, sitting near the edge of the desk. A large drawer stood near the closet. It too had a lamp, though one much less elaborate than the one on her desk.

Arnold didn't know exactly what to do so he stood there awkwardly in the middle of the room.

Helga moved passed him and set her laptop on the bed. She turned to him, cocking a brow. "Well get on the bed," she said casually.

"W-what?"

She laughed, "If we're going to have a horror film marathon, I want to be comfortable. Sheesh football head, I'm not going to bite."

After giving Helga another glance to see if her legendary anger would come to the fore, he took off his shoes and scooted onto her bed, atop her covers. Helga handed him the laptop.

"I was just about to go out to microwave the popcorn." She held up two bags of unpopped corn, both butter flavored. She grinned, "You really have good timing."

Arnold smiled back and let out a relieved breath when she left the room. What just happened? He had never witnessed such a friendly response from Helga before. Is this what she had become over the years? That could explain why even Harold still hung out with her. Had he been missing out on a nice Helga all this time? He shook his head, not wanting to go back there. The past was past. Even if they hadn't really spoken in 3 years, they could become friends now.

He watched as Helga walked back into the room. She was wearing another white t-shirt that fitted her pretty well and while she again wore shorts, this time it was pink, the same shade of pink in fact, as the bow she had worn when they were kids. In her hands was a large bowl and Arnold could smell the popcorn as she made her way towards him.

She handed him the bowl as she took the laptop from him. He watched as her face frowned a bit in concentration. He knew that face. He could definitely tell it was Helga yet something was certainly different about her. Her features were a little sharper but that was only because she was older. But at the same time, it was also softer. Her brows were different, they weren't so scrunched up together and her mouth didn't look as thin as it used to be. It was then that he realized that she wasn't scowling. In fact, her expression looked quite content, maybe even happy and for the first time, Arnold realized that Helga G. Pataki was actually quite pretty.

"Take a picture why don't you, it'll last longer."

Arnold's eyes shot up to hers, startled. He had been lost in thought and hadn't realized he was staring at her so openly. Helga just shook her head but he noticed a small smile. "Same old football head."

She climbed onto the bed, next to him. She wasn't touching him but Arnold was acutely aware of the heat coming off her body. "Alright, Arnoldo, we have two options here to start." She set the laptop on her lap and pointed to two movie icons on her screen. One was a classic 'The Shinning Room' and another was a more recent film, 'The House with many Clowns.'

Arnold picked the former.

"Good choice, football head." She had obviously agreed with his selection and Arnold found himself smiling. It wasn't every day that Helga G. Pataki complimented you. Or at least, it didn't used to be that way.

As the movie started, Helga scooted down on the bed until her upper half was barely propped up onto her pillows. She bent her knees and placed the laptop at the crook of her hip. Arnold shifted a little, still a bit wary of being so close to her and being on her bed.

The movie lasted approximately 2 and a half hours but by the end of it, they were both lying comfortably down with the laptop somehow having been transferred to Arnold's lap and Helga holding the half empty popcorn bowl, encircled by her arm.

"I never get sick of that movie, no matter how many times I watch it," said Helga to no one in particular. She was lying on her side facing the now black screen, her head on her hand, her arm bent at a 90 degree angle on the bed.

"So, the twins are a kind of symbolism?" Arnold asked, having had noticed something in the movie he hadn't before. He was feeling oddly content, no longer so awkward with being so close to his very grown up and female childhood bully.

Helga turned her head to look up at him. She looked as if she was searching his gaze and then she let out a long sigh. "Well doi, football head" however, her tone seemed friendly enough. "They're ghosts right? So they represent the past. And when they say 'play with us forever', the scene is basically a reference to inescapability of the past."

"Right, the past..." He was looking at her strangely, his eyes not leaving her face, and Helga started to feel self-conscious. Was there something on her face? Then when she couldn't take it anymore, she nearly yelled "Well say something, football face!"

"What?" Arnold blinked. "Oh, sorry Helga."

Helga rolled her eyes but her heart was beating uncomfortably. She stood up suddenly, putting the popcorn bowl on her the table next to her bed. She got off the bed and headed toward the door. "I'm going to head to the bathroom. Pick the next movie while I'm gone," she said over her shoulder.

She quickly made her way to the bathroom and closed the door behind her. She felt her body slump against the door and she took several deep breaths. Oh Arnold…

"No, no! Enough," she said to herself. "This isn't you anymore. Get ahold of yourself, Pataki!"

She took another deep breath and washed her face in the basin. She can't let this happen. There was a chance that they could finally be normal, friendly, maybe even friends and for once that was all that Helga wanted.

When Helga returned to her room, Arnold looked up and smiled at her. She inwardly sighed with relief when her heart did not flutter. "So what's next football head?" she asked, snaking her way back to her side of the bed.

"I thought we'd watch some more of the older horror films since it seems like you like them better."

Helga smiled, shaking her head. "Always the giver, aren't we Arnold?" She placed the popcorn bowl back on the bed near her chest. "So what'd you pick?" She looked at the screen and saw that he had already opened the movie. She nodded "'Silence of the Goat' nice choice." And smiled up at him. There was that weird look again. However, this time, instead of waiting for the awkward feeling to creep up on her, Helga quickly averted her eyes and reached over and clicked the play button.