A/N:I am completely revising the old chapter ten. It felt like I rushed it, and didn't draw out the story where necessary. So, Im cutting it up into three chapters. There is one scene added in this chapter. It is the scene where Arnold and Helga talk about homecoming.

A/N2: So chapter 12 will be up to tonight, stupid quacker city castings have decided to make me work on a saturday, so I will not be able to finish editing it. So i'm just going to post the new chapter 10 and 11. Please let me know what you think! REVIEW!

ALSO! the new cover art credit goes to the lovely and talented Panfla! She is amazing! She captured Kelly PERFECTLY! Thank you so much! YOU ROCK!

Arnold walked out into the parking lot and began to search for Ian's car. He spotted him down a ways, leaning against the trunk, legs crossed and his hands in his pockets. "Hey Ian." Arnold greeted.

"Hey man." Ian shoved off the car and moved around to the driver side and slid in, with Arnold doing the same on the other side. He started the car and Ian began searching through his CD case that lay in the middle. He pulled a CD out and stuck it in, and Arnold knew the voice of the vocalist immediately.

"Is this Tomas Kalnoky?" Arnold asked.

"Yeah, it is. He released a solo acoustic CD a while back. Feel free to dig through my CD's, dude." He backed out of his parking space, and pulled out of the school. Ten minutes of heavy traffic later, they were parked in front of Slausens.

They went up to the counter and ordered, and found a booth by the entrance. "So, what's up man." Ian asked.

"Not much." Arnold said, trying to play off the awkwardness that he felt coming off of the situation. The waitress came over and set down Ian's basket of fries and Arnold's small sundae. "So, uhm, about you and Helga, I just want to let you know, that if you're looking for my... blessing, or what ever, then... go ahead."

Arnold looked across the table to Ian, who had three fries half way in his mouth, and had a look of shock on his face. "Huh?"

"You and Helga. Don't let me stand in your way. She's a... great person."

"What the hell are you talking about, dude?" He said with a chuckle.

"You mean, you aren't..."

"You thought Helga and I were dating?" He began to laugh hysterically. He went on for about thirty seconds, and Arnold was beginning to get angry. What is so funny about that? He'd be lucky to be dating Helga! "No, dude. Helga and I are not dating. I have a girlfriend." He began to dig in his pocket for something, and pulled out a crumpled photo and slid it across the table. Arnold picked up the photo and examined it. With the girl looking as if she had just hopped in his arms, and yelling in excitement, they did look like boy friend and girl friend. "Helga and I are just friends man." Ian said, taking back the photo and sliding it back into his pocket.

"Oh." Arnold replied in a small voice, just before taking a small spoonful of his ice cream.

"But you're right, she is an awesome girl."

"Yeah, she is." Arnold felt a noticeable shift in himself, the weight in his chest had evaporated, filling him with a new sense of... hope. Maybe he wasn't imagining the pull he felt toward Helga yesterday after all.

"Anyway, why would I ask Helga out when she is going with you to homecoming? I may be a jerk, but I'm not an asshole." Ian said as he popped a few more fries into his mouth. Arnold laughed at his joke and took another spoonful of his ice cream. "Now, I don't mean to butt in, or anything, but what's the deal with you two?"

"Me and Helga? It's... complicated."

"Mind if I ask what makes it so complicated?"

"Well, I mean, we've known each other since preschool. But back then she was... well... I don't want to say mean, but, she picked on me a lot. But I knew she was just lashing out. She's had..." choose your words carefully this time, moron! "personal problems for some time. But I always considered her a friend. Now, she's more laid back but still..."

"A fighter." Ian threw in.

"Exactly. She's so courageous, smart, she's nothing like any other girl I've met. She's challenging, she makes me go the extra mile. All the other girls I've ever met just seem so... plain compared to her. It's like, there's one side that everyone sees, the side that she shows everyone, then there's the side she shows me. I just wish there was a way I could get her to show me that side more often."

"When did you start liking her?"

This conversation had suddenly taken a personal turn, and how it happened, Arnold could not tell. "Uh..."

"I'm not trying to be your therapist, dude. Just here as a friend."

Arnold sighed and decided to lay it all out. "I don't know really. It's like I just looked up one day, and suddenly, the little girl who wore a pink dress, a pink bow, pig tails and a scowl was... a woman. I guess I first noticed when I first saw her kissing a guy."

"Jealousy is a very powerful thing. Trust me, I know."

"I mean, it wasn't... intense or anything, it was just like a peck on the lips but I guess I realized that she's not a little girl anymore." Arnold looked up at Ian, and he was studying him with a squinted look. He leaned back and crossed his arms. Ian stared at him for a minute, just stayed silent, wearing a confident half smile. "What?"

"I know that look."

"What look?" Ian dug out his photo again and stared at it for a minute. He tapped his finger against the photo a few times before speaking.

"This look." His eyes remained on the photo as his smile turned soft. "I've been in love with this girl for a long time. When we first became friends, we had this connection. I was the uptight, angry, anti social anarchist who hated everybody, while she was the out going, free spirited, social butterfly that still had no respect for authority. Before she came along, there was no bright side to look on. I was just so angry at everything, the world, the people in it, but she reminds me that there are some people in this world that aren't so bad." He paused and gazed down at the photo with a loving smile on his face. "What I'm getting at is when a girl like Kelly," Ian looked back up to Arnold. "or Helga, come along, you can't let them slip through your fingers. Girls like them don't come along too often." Ian stood up and pulled out his wallet chain, and tossed a ten down. "You want a ride back to your place?"

"No, that's alright, I can walk. Thanks though." Ian said his goodbye and walked out into his car, and drove off, leaving Arnold in a jumbled mess of thoughts. He knew Ian was right, on some level, but, he didn't get it! It wasn't that simple! He knew he was thinking out of fear, that it wouldn't work, that their basic differences would lead them down a path they couldn't come back from. But Ian was right about one thing, girls like Helga didn't come along too often.

Helga paced back and fourth across her bedroom floor, looking at her phone sitting on her mattress. She had been working up the courage to call him all night, especially after her talk with Kelly. She crossed her arms, staring down her phone, and sighed heavily. "Just do it, already!" She shouted to herself. After a few steadying breaths, she snatched up her phone and started to call him before she could talk herself out of it.

As the dial tone rang in her ear, she was quickly getting nervous. When his voice came through the other end of the line, she felt herself jump. "Hello?"

"Hey football head." She hoped that her voice came across as casual.

"Hey Helga, what's up?"

"Just got off the phone with Phoebe and she wants to go dress shopping for homecoming on Friday after school, so if you were serious about it, then speak now." She was surprised that she came up with a lie that quickly. True, she was lying to him, but one more phone call, and it wouldn't be a lie.

"Oh, yeah. I was, I mean, if... you were." 'He won't do anything that he thinks will make you uncomfortable.'

"Would I have said yes if I wasn't?"

He chuckled. "No, I guess not. So, tomorrow after school then? We can... work out the details."

"Sounds like a plan."

"Great, I'll see you tomorrow, then."

"Lucky you!"

"Ha, yeah, lucky me. Good night, Helga."

"Night, Arnold." She hung up and tossed her phone back on the bed, and stared off into space. This is really happening. I'm going out with Arnold tomorrow to talk about going to homecoming together! A bright and surprised smile appeared on her face, and soon disappeared as another thought shot through her head. Picking up her phone again, she hit call under the correct contact. "Hey Pheebs, it's Helga. You busy on Friday?"

Helga walked out of music theory, rubbing her head after the jumble of lines and dots that Mr. Meredith called music, and made her way down to her locker. She grabbed her composition notebook, and a few more textbooks and closed her locker, and then moved to go meet Arnold at his. She stopped when she saw that, once again, he had company. Any other day, she would have walked away, and tried to pay it no mind, but they had plans. She quickly walked up, just as Arnold was getting backed into his locker.

"Sorry, Lila, but I can't tonight. I have a date." Helga stopped her trek at his words. A date? He's calling this a date? If this is a date, then does that mean we are dating? Am I really dating Arnold Shortman? Helga saw Arnold's eyes flick up to hers and quickly flick back down to Lila. "I uh... appreciate the offer though." Helga watched as Arnold moved his way past her to walk over to her, while Lila watched him angrily as he made his way over to where Helga was standing. She narrowed her vision over to them before tromping her way out the door.

"Looks like you have a pest problem." Helga said casually as he made his way over to her.

"Ha, sorry about that. She won't leave me alone." Arnold grumbled and looked over his shoulder toward the entrance.

"Well, you ready?"

"Yeah, just waiting for you." Helga moved past him with a slug in the arm.

The two walked through the doors of the cafe and went to the counter, Arnold ordering an iced coffee, and Helga ordering her usual iced mocha. Helga moved to pay for it, but by the time she had, Arnold was being given change. He picked up the two drinks and handed Helga hers, then went to sit down at the same table she talked to Kelly at the day before.

"So, uh... where should we start?" Arnold asked.

"I'm not sure, what time is this thing?" Helga took a long sip of her drink.

"It's starts at seven, but knowing my parents, they are going to want a ton of pictures, so I might need to leave at half past six."

"And I assume the love birds are going?"

"Yeah, Gerald is coming over at five and we are going to drive over to pick you and Phoebe up."

"Well, Phoebe practically pulled my arm off wanting to get ready with me, so why don't you just pick me up at her house."

"Alright, that makes things easier, I guess."

"So is there like a... theme to this thing? Or something?"

"I don't think so, why?"

"For your information, football head, I don't go to dances that much."

"Why is that?"

"No one's ever really asked me." She brushed it off like no big deal and took another long sip of her mocha.

"Oh." Arnold nodded. Say something reassuring, but not too sappy. "Well, there's a first time for everything."

Helga looked back up at him, and, as always, he had that half smile that she fell in love with plastered on his face. "Yeah, I guess so."

They sat in comfortable silence for a minute, each one taking sips from their drinks, until Arnold softly broke the it. "Helga?" She looked up at him questioningly. "I'm uh... I'm really glad I asked you."

Inside, her heart soared. He really wanted to go with her. Oh Arnold, are you finally opening the eyes that I've gazed lovingly at from afar to see where I sit patiently in front of you? Oh how I... FOCUS! She chuckled lightly and leaned back in her chair again. "Don't get too mushy on me, football head."

He laughed and looked across the table and into her eyes. "Sorry, Helga."

"Geez, I'm kidding, football head. Lighten up, you remind me of Olga sometimes."

"You heard from her at all?" He asked with out realizing the territory he had just entered.

Luckily, Helga wasn't venturing into it. "Nope." She simply said just before she took another long sip of her mocha, having it stutter after a second, forcing her to mix it up, paying no attention, and completely deflecting his question. "Hey, do you have the notes from Biology? I kind of zoned out today."

"Yeah, I noticed." He said, deciding to ignore her deflection. He already knew the answer to his question, after all, he knew even if she did come back, she would never speak to Olga again.

"And besides, why bother taking notes when I have you." She leaned over to retrieve the papers he was handing her, but quickly retracted them.

"Because that's not the point." He held his notes just out of her reach.

"Just give me the notes, football head!" She began to grasp for them from across the table.

"Promise to pay attention next time?"

"What are you gonna do, slap my hand with a ruler? Make me sit in the naughty corner?" He eyed her, silently asking her to give him a real answer. "Fine," she placed her hands in front of her, letting them fall limp in front of her. "I'll pay attention next time." She said in a deep voice, mocking him. He smiled and handed her his notes.

"Thank you."

The conversation went on for another ten minutes, talking about the recent activities of their friends, joking at the antics of others, and some how, they ended up reminiscing on their past.

"Ha, you think that's bad? Try learning how to shave with the same razor grandpa used in the war. I still chafe sometimes."

"Try having the sex talk with a person like Olga."

"Try having the sex talk from the woman who delivered you in the middle of the jungle of South America."

"Try going through your first period with a sister like Olga. Geez, she's the only person I've ever met that would cry over something like that."

She was focusing on Olga too much, and he could tell. I need to get her off the topic of Olga, and quick. "Try having your Grandpa make fun of you for three years straight because your voice is changing."

She erupted in laughter. "HA, I remember that." They laughed together until Helga looked down at her watch, and saw that it was almost five. "Wow, it's getting pretty late. I better get home, don't want to end up in a parallel universe where Bob actually gives a damn."

"Alright, I'll walk you home." He said, slipping his jacket over his shoulders.

"You don't have to do that, football head, I can take care of myself."

"It's more for me that it is for you Helga."

Helga pursed her lips and eyed him. "Alright, fine." She strolled out with Arnold in tow. Some time later, they were at Helga's door, and had stopped to bid each other farewell. "Well, thanks for the coffee, I had a good time."

"Yeah, me too. We should do it again some time."

"Yeah..." She nervously tucked a strand of hair behind her ear. "Well, I'll see you tomorrow. Good night, Arnold." She said, opening the door.

"Good night, Helga."

"I don't know, Phoebe. They all look too... frilly." Helga nagged as her and Phoebe searched through rack upon rack of dresses.

"I could always fit you for a kimono, Helga." Phoebe said slyly. Helga said a side glace over to her friend from the other side of a rack.

"OOO, what about this one!?" Kelly called from the other side of the store, jumping up and down a few times to make herself seen. Helga quickly made her way over to the girl and looked at the dress she was holding out. Helga gave the dress a once over and looked back up at Kelly.

"You've got to be kidding." Kelly stuck out her tongue between her teeth and put the dress back. Helga had invited Kelly along to get a third opinion, and Helga found that she was a lot of fun to hang around with. She was a very lively person. "I don't know, non of these seem like... me." Kelly crossed her arms and started rubbing her chin with her fingers, while scrunching her brow, feigning concentration, and started to pan the store. She stopped and crossed to the other side of the store and stopped in front of a rack, and stuck her arm straight out and pointed, the arm of Ian's leather jacket falling off of her finger. Kelly looked back over her shoulder to Helga, who had a look of curiosity, while Phoebe made her way to where Kelly was pointing. Phoebe smiled as she looked at the dress and looked back at Helga, who moved the hanger to get full view, and gave it a once over.

"Ladies," Kelly stood in between Helga and Phoebe, with all eyes locked on the dress. "I think we found a winner."

The next Monday, Helga had received a call from Ian, saying he would be a little late picking her up, so she sat at the bus stop a little longer, when she saw him pull up. Making her way to the passenger side, Helga looked up and saw Kelly's bright smile greet her, with a wave. She hopped in the back seat and buckled her seat belt.

"Hey, Hell cat!" Kelly said, turning around in her seat to greet Helga.

"Hey Kel, you starting school with us?" Helga asked.

"Nah, just going to raise some hell." Kelly gave a devious smile before turning back around. Ian looked over to his girlfriend and placed an open palm between them, just before Kelly hi-fived it. They made their way to school and soon found themselves walking through the front doors, Ian and Kelly hugged closely against each other, with Kelly wrapping herself around Ian's arm and entwining their fingers together. They came to a stop just outside Helga's and Ian's homeroom, upon finding out that Kelly had been given a different home room.

"Okay, beautiful, if any one gives you any trouble, just..."

Kelly interrupted him with a chuckle. "What? Blow a whistle? Send up a smoke signal? Ooo!" She snapped her fingers. "I've got it, bat signal." She joked while narrowing her still devious smile at him. "Would you stop being such a worry wart! I can handle myself. I am still the master at one liners, remember?"

"Learned from the best." Ian said with a smile as he brought her in for a quick kiss. "I'll see you at lunch, beautiful."

"Later, baby!" She went walking off, and Helga and Ian turned to head into home room. "Wait wait wait wait!" Kelly came running back just before she placed one last kiss on Ian's lips, and went off down the hall way again. The hour went by, with Ian smiling like a love struck fool the whole time.

Arnold walked into the lunch room and went through the line and went to his regular table, where, as usual, sat Ian. But today, he wasn't alone. Arnold rounded the table and sat down across from where he saw a girl, who come to think of it, looked oddly familiar, leaning into him with his arm over her shoulders and her playing with his fingers. "Hey Ian."

"Oh, hey Arnold. This is..."

"You're Arnold?! So you're the guy I've heard so much about. Nice to meet you Arnold." She reached across the table and shook his hand, then leaned back into Ian. "My name is Kelly."

"Yeah, I recognize you from the photo." Arnold saw Ian's eyes widen in shock.

"Photo? What photo?" Ian began to make a cutting motion through his neck at Arnold, telling him to be quiet about it. Kelly looked over to Ian, and he feigned ignorance.

"Ian... what... photo?" Kelly asked seriously. Ian shrugged, but Kelly raised her eye brows at him. Ian deflated and reached into his back pocket. He held the photo between his two fingers up to her, and looked away. Kelly took the photo and opened it. "IAN! I've been looking for this picture for months! How could you not tell me you took it? This is my favorite picture of us!" Kelly looked genuinely hurt, and Ian was not hiding the look of guilt. "Ian, why did you take it?"

"You'll think it's sappy."

"It's better than me wanting to play jump rope with your intestines."

Ian sighed and looked down at the photo that she had open in her lap. "That night, at the show, Jake was hammered and taking random pictures, and he said 'Ian, smile', and then out of nowhere, you came running at me and jumped into my arms, and you trusted me to catch you. It's like, in that moment, I knew just how much you loved me." Kelly smiled a watery smile, and pulled him in for a passionate kiss.

"You're so cute when you're sappy."

"I find that a little insulting, considering I always think you're cute."

Kelly leaned back into him. "You try too hard, sometimes."

"Would you rather me not try at all?" Ian asked, sending a raised eye brow and a smile down to her.

She smiled and looked back to Arnold. "Good point."

Arnold smiled at watching the couple interact. They seemed so fluid, so connected, so... meant for each other. Forty-five minutes later, the bell rang for class, and the three got up from their seats and headed for the hall way. Once they reached the intersection, Ian kissed Kelly on the lips before heading into the music room, as Kelly made her way down the hall way opposite him. He sighed to himself. After watching the couple interact so easily, bantering back and fourth with such ease, Arnold was becoming more than a little jealous.

How do you do it?