Lila scanned the school grounds. Her palms were hot, mess leaving a pool of water and nerves she didn't know she could feel towards one boy. Lila knew she was appealing to the eyes, she knew she was interesting, and she knew she was funny, but that wasn't enough to the one person she wanted it to be. It broke all her self-confidence to see someone pinning over another when she was the go to girl to get. Lila didn't like to say she was jealous for that wasn't nice or sweet, but she was. She was jealous of Helga.

She swallowed that cut to her ego. Lila almost wanted to laugh at the cruel joke fate was playing with her emotions. She had gotten over Arnold knowing Helga had her eyes on him and when she thinks she found her interest in Arnie, Arnie found interest in Helga. Lila knew she didn't do it on purpose, but she was growing ever so tired of losing the men she was or were interested in to Helga.

So Lila had decided to change her hair style a bit today in hopes of getting Arnie's attention. She had got rid of her tradition braided pigtails and now let her long red hair flow on her shoulders. She was still wearing her green sweater vest and the teal short sleeve button down shirt was pressed to her curvy body. She decided to wear a shorter skirt then her normal long skirts that touched the floor. She wore a pair of brown cowboy boots to finish it off. She wanted Arnie to notice her any way possible.

Lila admitted she felt out of comfort zone to just be standing there waiting for a boy used to them coming to her instead, but she truly like liked Arnie. She would do anything if the boy just gave her the time of day.

"Lila!" A familiar voice called and Lila held back her disappointment. She turned to the voice of Stacy with a small smile. Lila waved to the girl and went back to looking towards the bus stop for the arrival of Arnie. She heard heels clicking toward her and didn't flinch when Stacey said, "How are things, Lila? We hardly get to talk anymore since you left the cheer squad."

Lila responded, "Yes it is sad we don't get to talk as much as we use to anymore. I wish I could have kept cheering, but I had other priorities at home that made me stop cheering."

Lila's father had been struggling at home with a job again and Lila had offered to get a part-time to help pay till her father got off his feet. He was still struggling and Lila feared her father was going to give up again so she didn't try to join the cheer squad this year either. Lila knew Stacey hadn't taken her refusal the best, but she had said at the end of the day she understood.

The bus arrived and Lila felt her heart speed up at it. Various students came out of the bus, but none of them were Arnie. Helga and Phoebe managed to come off the bus but Helga was swoop away by Rhonda. Phoebe lingers in joining, but Rhonda had shooed the girl away.

"Yes, too bad," Stacey agreed, pulling a cell phone out her bag. She began texting on her phone as she continues the small talk with Lila.

/\/\/\

"What do you want? I told you already I don't want to be part of your ridiculous cheer squad," Helga hissed, "Olga would get her panties in a bunch if she knew I was part of the cheer squad like she was in high school. I can hear it now, 'baby sister, all grown up'."

Rhonda pushed Helga forward into the nearby bathroom. Everything in her was screaming this was wrong so wrong, but she was already too far deep in this plan. All she had to do was get Helga to agree to change into the cheerleading outfit and then the scandal would begin.

"Helga, please just this once? For me?" Rhonda insisted. That part had been hard to say. She knew what she was doing was horrible, but it would be over so quick. No one would remember, "We are about the same size so we'll just swap clothes in the stalls. I just want to see if you have cheerleading blood in you, I am pretty sure you don't but-"

Helga growled, "Oh your on princess. Let's get this clothe swap over with. Get in the stall and we'll both undress and I will prove I can make that damn dress better then you ever could."

Helga slammed the stall doors open and marched inside the bathroom. Rhonda followed her lead entering her own stall. As Helga began undressing Rhonda silently said to herself, you won't get a chance to even try it on.

"Hurry up, princess," Helga hounded. Her clothes were on the bathroom floor waiting to be exchanged. Rhonda snatched the clothes from the floor and burst out the bathroom in a hurry mess and out the school doors. She ran past Stacey and Lila and kept running till she was in the front parking lot. She slammed the door of her car and felt guilt eat her up again.

/\/\/\

Helga sat on the bathroom toilet in nothing, but her pink undies. She was steaming silently, but she willed not to scream. She did not want anyone to see her in the nude. She was humiliated enough knowing Rhonda had managed to pull one over her. She didn't want to inform the school of it. What really bother her was that this wasn't Rhonda's style at all. She was a bit of noisy gossip queen but she wasn't a prankster. She would question the princess later about it. First she needed a way to get out of this situation.

She couldn't call Phoebe. Her phone had been in her pants pocket. She knew the janitor closet was nearby and they had various cleaning supplies inside it. One of them included towels. She cringed at the idea of wrapping herself in the disgusting rags, but what other choice did she have? Helga consider running to the theater room while wearing the rags and wear the clothes there, but the theater room was closed during school hours. She could find Phoebe and ask her for clothing, but Phoebe was outside and that would mean being almost exposed. Helga sighed, as she got up from the bathroom toilet. She hated her options, Phoebe's options were way better than her own.

Helga peered out the girl's bathroom and into the empty hallways. She tipped toed towards the open janitor closet. She snatched the first white towel and wrapped it around her. It was large enough to cover most her body only leaving her knees caps exposed. She snatched another towel and wrapped it around her head. Helga was in no mood to be spotted.

/\/\/

"Phoebe," A hush voice screamed from behind a building wall. Phoebe glances around wildly for the owner and jumped when she spotted Helga. Only a few people were looking at the towel covered girl, but most shrugged it off not completely interested in the scene before them. Helga was a weird girl they reasoned. Phoebe shimmy over to Helga and greeted back in a quizzical tone, "Helga?"

"Yeah it's me, look do you have any clothes I can borrow?" Helga asked, "I am feeling a draft."

Phoebe blinked and shook her head no, "Why do you need clothes? "

"It's stupid," Helga growled gripping the towel closer to her.

"Helga…" Phoebe spoke slowly. And this with a quick look around her brought her face closer to Helga's, "Are you in the nude?"

"Yes," Helga hissed to the girl, "And I rather not talk about it. My pride is bruised as it is. Now we need to get some clothes and get out of here-"

Three multiple mmm's in sing song tone was heard from Phoebe. Phoebe squeaked as she was twirled by Gerald and being held in his arms. She blushes momentarily forgetting Helga's situation.

"Gerald!"

"Hello, my Japanese beauty," Gerald responded. He gave Phoebe nose a rub with his own and she turned redder at the sudden public affection.

"Broccoli head you can talk to Phoebe later," Helga growled, "We are having a situation!"

Gerald, and much to Helga's growing impatience, Phoebe were too distracted in themselves to hear Helga. Arnold made a tsking noise letting his presence be known.

"Leave them be, Helga. They been eyeing each other since grade school and GERALD finally managed to get some back bone and talk to Phoebe with his mad skills," Arnold teased his friend, but it went to deaf ears. Arnold took in Helga's appearance some more and asked, "Why are you wearing a bunch of bath towels?"

"You don't understand Arnoldo. I need to-"

Snort. Helga groaned nothing was going her way. She jumped when she felt a cold hand brush her backside and a breeze rush between her legs. She could feel herself going red at the sudden exposure her backside was surely getting.

"40% Cotton," Arnie muttered. Arnold's face went bright red grabbing Arnie's hand and bringing them away from Helga's towel, now fully noticing Helga's situation. Before Arnold could blow her cover, Helga stormed away deciding she would walk home if she had to get away from this nightmare. Big mistake.

No one had noticed Stacey was making her way towards Helga. Stacey snatched the towel around Helga's towel and Helga paused. Everyone out in the courtyard had paused to take in Helga G. Pataki's undies. There was an air of silence among everyone. Most were feeling sympathy, others were taking a good look of Helga's body and others were holding back a chuckle or two. Stacey smirked and said, "Oops. Sorry, Helga."

Helga didn't hear her though. She was in too much of a shock to do anything. Her inner nine year old wanted to snap out of her and punch the living daylights of Stacey for exposing her and then Rhonda for putting her in this spot. Then write a sappy poem about the insanity and her undying love for Arnold.

A cold hand reached for her panties pulling on the tag inside them. Helga didn't need to turn around to know who would be stupid enough to touch her in her most exposed moment. His signature snort came out and he began to recite the material of the panties, "100% Cotton, 100% algodon."

That was Spanish was Helga's last thought before she whirled around punching Arnie in the face. He fell back onto his back and Helga reeled back to give another blow, but was stopped. She pulled her arm trying to be released, but the new grip was too strong. She glared up to- she was startled to see Arnold's disapproving stare, but for once it wasn't on her.

"Don't," Arnold said and Helga felt her body shiver with anger. Why, she wanted to ask, he had it coming-, "You're better than this." Shit.

Helga snatched her arm away from Arnold hating how appealing his words were to her. Arnold shook off his jacket and wrapped it around Helga making sure to keep his eyes off her body. The jacket was comforting and she hugged it to her body as the toll of emotions started to run through her. Helga felt like hiding under a rock, but for now she would enjoy the smell of Arnold's oversized jacket.

/\/\/

Arnold had requested to borrow Gerald's car in order to drive Helga home. Gerald had agreed, sympathy showing for Helga and Arnold swore he heard Gerald mumble, "You're a bold kid, Arnold."

Arnold gave Gerald their signature handshake and that was how Arnold found himself in a car with an almost nude Helga. For the most part the ride had been silent. Arnold had to keep reminding himself to not stare at Helga and focus on the road ahead, but his inner hormones were getting to him.

He was a boy after all.

"Sorry."

Arnold blinked. The meek voice had come from Helga and Arnold realized for a split second she had apologized. For what? Arnold echoed his thoughts outwardly.

Helga twisted in the car seat shifting deeper into Arnold's jacket, "Mean old Helga came out and punched your cousin's face in and probably ruined your chances with Lila."

Arnold's face twisted. He remember seeing Lila storm off at Arnie's hand reaching near Helga's adorable little ass- Arnold shook off that thought, darn hormones. She looked so crushed, but Helga's fears were more concerning Arnold thought. Helga hated being exposed and that was the only time she ever whirled a fist or get into a fight. The more people taunting her, the more likely she would go back to her old self Arnold had started too noticed. So Arnold had to jump in.

As for Arnie, Arnold admitted, he deserved it. Arnie was pushing Helga each day more and more and Arnold hated to admit it, but Arnold never bother to fix it because of his petty little feelings for Lila. He kept thinking that she would see how much of a lost cause Arnie was and go for Arnold instead. He never bothers to think how Helga would feel.

"It's not your fault. I think I was being selfish enough for the both of us," Arnold admitted with a small smile. He made a turn on Helga's street.

"Oh?" Helga asked eyes out the window towards her home.

Arnold sighed, "Yeah, I should have stopped Arnie before this happen. I didn't think he would get so touchy. It's my fault I was being greedy hoping it would make Lila dislike him and like me more."

Helga chuckled, "We all do crazy things for affection." Boy, did she know. "I am going up to change, you waiting down here?"

"I at least owe you that."

/\/\/\

Author's notes: So there ya go. Lila in tears, Arnie's face is bruised, Arnold sees Helga's undies, and Helga sees red. Enjoy.