Helga pushed through the throngs of students in the hall, making her way to the bathroom.

Why was he staring at me? She thought to herself, slightly panicked but very self-conscious. I knew I shouldn't have worn this. I can't handle this pressure – what was I thinking? I'm so out of my element here…

The bathroom was small and crowded with six other girls waiting for stalls while a few primped in front of the mirrors. Helga groaned as soon as she opened the door, immediately feeling claustrophobic in the cramped space.

A toilet flushed and a girl emerged from one of the stalls. Helga pushed her way past a sophomore chatting to the friend next to her and into the stall before the girl could stop her. Not that she would have been successful.

"Hey!" The younger girl shouted as Helga slammed the stall door shut.

Helga sat on the toilet seat and tried to steady her nerves. She studied the pink, glittering fabric of her dress and tried to reconcile how out of place she felt. Did she like how she looked? Of course. Once Phoebe had put the finishing touches on Helga's look, she'd stared at herself in the mirror for a good bit, admiring the transformation. That didn't make it any easier to go out in public and deal with other people seeing her so dolled-up. Something about "looking pretty" made her feel vulnerable. When she wore torn-up clothes and graphic band T-shirts that hid her figure, it fit the gruff demeanor she presented. However, a more delicate look like this? That left her feeling exposed, less intimidating, and therefore, vulnerable.

. . . . . . . .

Arnold was at Phoebe's side in seconds and several people nearby had noticed the petite girl go down; however, with the thumping music filling the room, most of the crowd was unaware of the fall. One of the history teachers, Ms. Briscoe, rushed over and cradled Phoebe's head in her lap as she talked to her.

"Hey sweetie," She said loudly as she assessed whether or not Phoebe was breathing. Ms. Briscoe gently set Phoebe's head down as Arnold knelt beside her, the crowd around them backing up to form a circle around the spectacle.

"Phoebe!" Arnold called her name loudly, trying to get her attention as she wavered in and out of consciousness.

"Let's get her feet up," Ms. Briscoe said to Arnold as she adjusted Phoebe so she was lying flat on her back. One of the girls standing by handed a large purse to the teacher who then proceeded to slip it under Phoebe's feet, elevating her slightly.

"Phoebe," Ms. Briscoe moved so that her face was close to Phoebe's as she gently tapped Phoebe's cheek. "Phoebe, can you hear me? Wake up, honey,"

Phoebe's eyes fluttered and she slowly seemed to revive, her cheeks reddening as she realized she was surrounded by staring, curious eyes.

"Oh," She murmured softly and Arnold simply watched, still very concerned but his adrenaline slowly subsiding. "Oh dear,"

"Phoebe, are you alright?" Arnold asked softly as Ms. Briscoe supported Phoebe as she slowly attempted to sit upright.

"Not too fast," The teacher cautioned as Phoebe pulled herself into a sitting position, tucking her legs underneath her in modesty. "She's alright," Ms. Briscoe said to the onlookers around them. "Go back to what you were doing,"

"I can't believe…" Phoebe started but the sentence lost momentum in her mouth, her lungs too tired to carry the words. She sighed.

"Has this ever happened before?" Ms. Briscoe asked.

Phoebe bit her lip. She desperately wanted the spotlight off of her.

"Um, no," Phoebe shook her head and the movement made her feel dizzy, her head throbbing with the beat of her heart. "I-I must not have eaten enough today,"

This excuse seemed to work as Ms. Briscoe stood up and began collecting snacks from the table behind them.

"How are you feeling?" Arnold asked. "Do you need a ride home? I can ask Gerald—"

"No," Phoebe waved a hand dismissively. "Don't worry about me, Arnold. I'm fine,"

Arnold wasn't convinced but he watched as Phoebe gladly accepted the bag of pretzels and bottle of water Ms. Briscoe handed to her.

"Maybe we should let you rest down at the nurse's office," Ms. Briscoe suggested, still wary of Phoebe's condition though she was sitting upright and alert once again.

"No, that won't be necessary, but thank you," Phoebe smiled at the perplexed woman as she began to move to stand. Arnold immediately put an arm around her waist to steady her and help her rise.

"Are you sure that's a good idea?" Arnold asked.

"I'm fine, Arnold," Phoebe said adamantly before turning to Ms. Briscoe. "Thank you so much," She said pleasantly before turning around with Arnold still supporting her. The crowd around them had dissipated and only a few pairs of eyes lingered on her.

"Do you wanna sit down?" Arnold asked, gesturing to a nearby table with his free hand.

The combination of standing and moving, coupled with the body heat in the inadequately ventilated room, was making Phoebe feel light-headed again.

"Could we go outside?" She asked weakly, still fighting to appear mostly normal. "Some air would be refreshing,"

"Sure," Arnold nodded hesitantly and led her to an infrequently used side door that led out to the parking lot behind the building.

. . . . . . . .

After gathering her composure, Helga eventually emerged from the girls' bathroom and made her way back down the hall to the gym. She'd been kind of abrupt in leaving Phoebe after noticing Arnold staring. How could she not be? His eyes on her made her feel way out of control and if there was anything that made Helga more uncomfortable than make-up, curled hair, and a glittering dress, it was Arnold's eyes on her. Something about the weird combination of her heart fluttering, her nerves jumping, and a warm sensation in her belly made her a little uneasy.

As she entered the gym, she made her way to the snack table where she'd left Phoebe but her friend was nowhere to be found.

What the heck?

. . . . . . . .

There was a small garden with a few scattered saplings and a concrete bench that students often congregated around in the hour before first bell every morning. With the crisp chill of fall, the garden had turned brown and the young trees were barren in preparation for winter.

Arnold guided Phoebe to the bench and she sat down in a relieved sigh. A sharp wind whipped past and Phoebe shivered.

"It's kind of cold out," Arnold commented. "Do you want to go back in?"

"Not yet," Phoebe gently shook her head and rested her forearms across her lap, her forehead balanced on her knees as she relaxed.

Arnold looked around. The sky was almost black with only a few scattered clouds drifting by. Despite the city lights surrounding them, he could faintly make out some far off stars twinkling in the light of a crescent moon. The parking lot was a stark contrast to the crowded energy in the gym – only a couple other small groups had ventured outside and most of them hovered around the gym entrance. A few students had slipped behind the other side of the building to smoke and the scent wafted on the breeze as it blew decaying leaves across the pavement like tumbleweeds.

"You don't have to stay out here, Arnold," Phoebe said, her expression almost normal. She really didn't want this attention right now. "I'll be back in shortly,"

"I don't think I should leave you alone right now, Phoebe," Arnold shrugged, his thin dress shirt provided little protection from the chill but he fought the urge to shiver. He wondered how on earth Phoebe wasn't frozen in her dress. "…Are you sure you're okay?" He eyed her suspiciously. Despite having finished the small bag of pretzels Ms. Briscoe had given her, she still seemed a little off as she nursed the bottle of water cradled in her lap.

"Positive," She smiled broadly but her eyes betrayed her. Arnold's suspicion lingered.

"You know," He said as he sat down on the bench next to her. "You can talk to me if there's something going on. I wouldn't tell anyone, if that's what you're afraid of?"

Phoebe pursed her lips, inside screaming at him to just go away but still understanding that he only wanted to help. "There's nothing to tell,"

Arnold just stared at her. He was usually pretty good at reading people and as he studied her expression, something seemed off. He wanted to believe her but he couldn't shake his concern. She'd passed out cold in the middle of the dance. Anyone would be concerned, right?

"You know, I think I'm ready to head back inside, if you don't mind," Phoebe said, moving to stand.

Arnold sighed, disappointed in the lack of answers but relenting. He stood and offered her a hand standing up. They began walking back to the doors when Phoebe's weakened legs buckled and she stumbled, her weight supported by Arnold as he kept her from falling.

"Okay!" Arnold exclaimed, leading her back to the bench. "You're not alright. You don't have to tell me what's going on if you really don't want to but please stop pretending that everything is normal,"

"I tripped, Arnold!" Phoebe replied just as emphatically. "I appreciate your concern but there is nothing—"

"Come on, Phoebe," Arnold groaned impatiently, his hands on his hips as her admonished her. "You're obviously not okay but you're also being really weird about it, too," Phoebe was quiet, staring at her lap, and Arnold added more gently, "If you need to go home, just let me and Gerald give you a ride," He sat down next to her again. "It's really not a big deal…"

Phoebe inhaled deeply, exhaling slowly as they sat quietly. She was hesitant to try and stand up again – she didn't need that embarrassment anymore tonight. Other than her light-headedness and mild weakness, she felt normal which made her predicament all the more frustrating. She sighed, embarrassed and exhausted as her resolve to pretend was slowly breaking down.

"It's a private matter," Phoebe said quietly. "I'd prefer not to discuss it,"

Arnold sighed, "Alright," He shrugged. "I'm sorry I pushed you on it. You don't have to tell me anything you're not comfortable talking about," He stood up and offered her his hand once again. "But I do think you should let us give you a ride home. Whatever's going on, I think you should probably take it easy,"

Phoebe accepted his hand and stood up slowly. "Okay," She said quietly and they made their way back into the gym.

. . . . . . . .

Helga quirked her head in confusion as she saw Phoebe enter the gym with Arnold close behind.

"Hey…" Helga said warily as she approached them. What was Phoebe doing outside with Arnold?

"Hey Helga," Phoebe greeted her friend with a weak smile, immediately aware of Helga's concern. "I'm not feeling well so Arnold and Gerald are going to give me a ride home. Do you need a ride, too?"

"Oh," Helga said, taken aback. "Um…" She looked around. She may have been out of her comfort zone but she still hesitated to leave so early. "Yeah, I guess I do," Helga forced herself to make eye contact with Arnold, a tough façade to disguise her re-emerging self-consciousness. "You think Tall Hair Boy will mind?"

Arnold shrugged without breaking eye contact. "Um, probably not but I'll check," He guided Phoebe over to a table and leaned in to whisper into Helga's ear, unknowingly eliciting a chill from the blonde-haired girl. "She passed out and she's not steady. Don't let her try and get up or do anything on her own," Before Helga could ask any questions, Arnold disappeared into the crowd to look for Gerald.

"The hell?" Helga turned to Phoebe who was watching her peers dancing out in the middle of the gym. "You passed out, Pheebs?"

"Oh," Phoebe startled. "Um, yes. It was nothing, just a bit light-headed," She forced a chuckle. "Arnold convinced me to go home and rest but I'm quite certain it's just a minor drop in blood pressure. Perhaps my electrolytes are low…"

Helga squinted her eyes incredulously at her friend before shaking her head and rolling her eyes. "If you say so…" She rested her weight on one foot, crossing her arms as Arnold and Gerald approached from the side of the gym.

"Hey, you okay?" Gerald asked Phoebe as soon as they were within earshot and her cheeks turned pink at his concern.

"Yes, I'm fine," Phoebe gave a small smile.

"So I'm dropping both of you off?" Gerald asked.

"If you don't mind," Phoebe's small voice was bashful and endearing.

"No sweat," He gestured to the door with his head before offering Phoebe a hand. "C'mon, let's go,"

The four walked out of the side entrance and through the parking lot to Gerald's car. Halfway across the lot, Helga stopped to step out of her heels and Arnold immediately noticed her pause.

"You alright?" He stopped walking and turned, asking the question before even seeing what she was doing.

"I'm fine, Football-head," Helga said, stepping out of her other shoe and padding across the parking lot in her bare feet, her heels dangling from her hand at her side. "I just needed to get out of these things,"

"Oh," Arnold said, picking up his pace again as Helga caught up. Gerald and Phoebe were already almost to his car and Arnold could only imagine how much Gerald was loving the opportunity to have his arm around an unsuspecting Phoebe.

"You um," Arnold started when he realized his gaze had lingered on the heels in her hand for too long not to make a comment. "They look good on you… you um, wear them well,"

"Uh, thanks," Helga replied, her voice heavy with uncertainty as she inwardly panicked. What do I say? Do I say anything? Why is he looking at me? Stop looking at me! "Maybe I'll let you borrow them sometime," She chortled. Very smooth. Emasculation is the key to romance. Criminy…

"Um, that's okay," Arnold managed an uncomfortable chuckle and the two remained quiet until they got to Gerald's car.

"Would y'all hurry up or are you sight-seeing in the damn parking lot?" Gerald said, his forearms resting on the roof of his car and one foot propped up on the inside of his car, the driver's side door ajar. Phoebe was sitting comfortably in the front seat.

"We're comin'," Helga said sarcastically. "Don't get your panties in a twist,"

Gerald narrowed his eyes and lifted an eyebrow. "When we get to your house, Pataki, you better tuck and roll,"

Helga snorted and said, "Yeah, okay,"

The four made idle chit chat as Gerald drove to Phoebe's house. She only lived a few blocks away so the commute wasn't very long aside from the red lights. As he pulled up in front of Phoebe's house, Helga unbuckled her seatbelt.

"Do you need help getting inside?" Gerald asked as he cut off the engine.

"Uh—" Phoebe stammered, barely able to look him in the eye. The short distance between them was a little overwhelming. "Sure,"

"Do you want the front seat?" Arnold asked Helga as Gerald got out and walked around to Phoebe's door.

What was it about him that was so damn magical? She shrugged, carefully avoiding eye contact as she muttered a "Sure, why not," and hopped out of the car. Even from the front seat she'd be able to smell the subtle cologne on his skin and hear the velvety warmth of his voice but without being able to see him, maybe she'd be able to relax her nerves.

Helga stopped outside of the seat Phoebe had just exited from. "I'll call you later, Pheebs," Helga called up the stoop as Gerald stood behind Phoebe, watching her as she fumbled with her keys.

"Okay, Helga," Phoebe said absent-mindedly, her focus obviously elsewhere as she was immensely distracted by the fact that Gerald was only inches away from her. Even if she hadn't been feeling unwell to begin with, she had no doubt she'd be light-headed at this moment regardless.

Helga plopped in the front passenger seat and pulled the door closed behind her. She could see Arnold in the side mirror and had to force herself to stop stealing glances at his reflection.

"I hope she's alright," Arnold said as they watched Phoebe enter her house and close the door.

"I'm sure she's fine," Helga said, seemingly brushing it off. "She wasn't feeling too hot before the dance. She's probably just catching the flu or something,"

Arnold didn't argue, though he wasn't so certain that was the case, especially after Phoebe had come quite close to disclosing the cause of her condition.

The car ride to Helga's house was quiet aside from a brief quarrel between Helga and Gerald about the radio station. When they pulled up in front of her brownstone, Arnold got out of the backseat.

To Helga's surprise, he opened her door in what seemed to be a gentlemanly gesture. He probably just wants me to hurry up so he can get in and take this seat.

Helga gathered her things, her feet still bare and her heels in hand once again, as she exited the car. "Thanks for the ride, Tall Hair Boy," She said casually over her shoulder to which Gerald wordlessly waved at her back.

Helga stepped up on the curb and Arnold leaned against the door, watching her as she ascended her stoop.

"What are you looking at?" She turned around accusingly.

"I'm just watching to make sure you get in alright," Arnold shrugged innocently.

Helga's brow furrowed but she didn't say anything. The door was unlocked when she turned the knob and she stole a final, brief glance back at the car. Arnold waved, smiling, and Helga awkwardly nodded and ducked into the house.

Gerald was barely stifling a laugh as Arnold settled into the passenger seat and pulled his door closed.

"What?"

"Man, you're so obvious," Gerald shook his head as he pulled away from the curb.

Arnold rolled his eyes. "I don't know what you're talking about,"

"Obvious, and oblivious," Gerald added as they slowed to a stop at a red light. "So did you want to go home, too or are we going back?"

Arnold shrugged as he looked out the window. It wasn't terribly late so there were still a decent amount of people walking around – coming to and from bars and restaurants, closing up their businesses, or just otherwise enjoying the crisp, clear night.

"It doesn't matter to me," Arnold said, pausing before asking, "I assume Brandy is expecting you to come back, right?"

"Shit!" Gerald hissed.

"What?" Arnold asked, already knowing the answer. "…You didn't tell her we left, did you?"

"Ehh…"

"Okay, so we're going back," Arnold laughed, shaking his head.

[A/N: Not the most exciting chapter but I hope you enjoyed nonetheless! This was one of those keep-the-plot-moving kinds of chapters, I suppose. More drama to come! Please R&R. Thanks for the love! :)]