She leans into him to keep her balance and he wraps his arm around her to steady her but they were both enjoying the physical contact for other reasons. Arnold is thinking how good she smells and how perfect she feels against him. Helga is thinking pretty much the same thing. "S-so once when we get over this next hill we'll be done with hiking ... At least I think."

"How did you find out about this place?"

"My grandfather, he brought Gerald and I up here one year." He peeks at her the best he could. "Are you tired we can stop and rest if you want ... It's not that much more hiking I promise."

She moves out of his gasps and starts to walk backwards facing him. "No I'm in damn good shape from my regular Saturday morning workouts."

He eyes her lustfully. "You are clearly in shape, but what kind of workout?"

Helga balls her fists and taps them together. "Boxing."

Arnold's brows fly up. "Wow how did you get into that?"

Helga turns around and starts walking alongside him. "My guidance counselor at my previous school suggested it to my parents."

"Oh really why's that?"

"She told them it would help me with controlling my anger issues."

Arnold was trying to be careful with his words or how he phrased things; he didn't want to offend her or make her think he was being judgmental because he really wasn't. "Were you angry...I mean sometimes counselors and parents get it wrong..."

She stares at him. "Yeah, I was..." She looks down and shakes her head. "I mean you of all people know I was never a little miss sunshine type." She looks back at him and he slightly shrugs with a smile.

"I wouldn't have called you angry...at least not all the time."

"You didn't know 14-16 year old Helga, puberty is a bitch for a girl you know."

"No I don't know." He replies with a smile. "But I know it's no joy ride for guys either for sure."

Helga laughs. "Well I'll tell you it's tough and then on top of that you have people who take one look at you and decide they hate you and you're they're target. I hear constantly how ugly and weird I was and than I had to go home and pretty much hear the same shit. No one was on my side...everyone looked at me as the one who started all the arguments or fights, especially my dad. The only people that I could count to really listen to me was my trainer and of course Phoebe...but they were on the outside looking in; I couldn't turn to anyone at school." She looks at him feeling guilty. "Sorry for cursing." He waves his hands indicating that it was okay. "Old habit, I use to curse every other word...I allowed that turn me bitter...into a rotten person...I really don't want to be that way now..."

Arnold saw her expression shift to more of a sad one and even though he wanted her to open up to him he hated to see that sadness in her. He wasn't use that.

"You're not, I've noticed how you are in school and you're confident and outspoken, but also you listen to others and respect their opinions even if yours differs...I'd say you're the furthest thing from rotten or bitter." He rubbed the back his neck thinking. "That's just what I think."

Helga looks at him feeling surprised at how on her side he genuinely was. Arnold from her perspective; even when they had become friends had a small tendency to be kind of critical of her every action and though she knew it didn't come from a malicious place sometimes she wished he would see her differently. It felt at this time he was. She was good at reading people and he wasn't just saying that to get on her good side or to get to make a move on her like some guys.

"But I hope you know you have people on your side now...more than you might think."They held eye contact for a brief moment after they said that and he said that. He found himself falling into a trance while looking in her eyes; which he thought were so beautiful with such depth. He looked away for a second. "So anyway you're still doing the boxing even though it was something your parents made you do...so that must mean you really enjoy it." He finishes with a smile.

She nods. "I love it." She says excitedly. "It helped get out a lot of pent up stress and anger that's why I'm so much calmer now. When I first started I was like are you kidding me I get to hit shit hard as heck without any negative consequences. And it gave me rock hard abs."

Arnold pokes her stomach. "Impressive...I'll remember not to piss you off."

She squirms at his touch. "Uh huh um...I think you learned that in preschool football head." She poked his stomach. "Ah but I see you have them too from playing ball."

He shrugs with a grin. "Maybe, I don't know..."

She smirks at him being humble and maybe a little shy. "Yeah whatever hair boy."

"We do have intense workouts so its kind of hard not to get in shape...but um...So what do you have a personal trainer?"

She smiles. "Yep my trainer Dave is great I really trust him so much. He teaches me real lessons outside of the physical training. I call him Buddha because he has a bald head and he's so calm. He's become the father figure I've needed my whole life... Maybe I wouldn't been so messed up if he raised me." She says this lightheartedly despite the subject.

"You weren't messed up."

Helga smiles at him. "That's nice of you Arnold but I had issues... I mean I'm not perfect now but I've come a long way." She pats herself on back, but then her expression becomes serious. "Do I sound ungrateful?"

Arnold tilts his head to the side. "No, what makes you think that?"

"Because here I was attending private school, getting ballet, yoga and boxing lessons and I'm bitching about my dad. That's why most of time I just bite my tongue and do what he tells me."

Arnold expression becomes a little serious. "Well it's good that they provide you with those things and it seems that you are grateful but parents are more than just suppliers of things. They're suppose to also provide emotional guidance, support and many other things ... And from what I've witnessed over the years they dropped the ball in that department ...you have every right to vent." Arnold realizes at this moment that all the time they were growing up she was the one person that could potentially relate to him not having his parents in his life. Although she had her person physically there; but on a deep level she was pretty alone and probably felt lost much like he did at times. He wished he had realized that much earlier.

Helga grins at him. "You're not just saying that because you think I'm cute are you?"

Arnold bites his lip and raises his eyebrows she is way more than cute to him. "Who says I think you're cute?" He nudges her and chuckles. "No I meant what I said." He frowns. "Wait you take ballet?" He recalls Sid bringing a picture of Helga in a pink tutu to school once.

"I did, but not anymore my dad quit paying for it after I was kicked out of school." She shrugs. "I don't miss it much although it did gave me discipline... greater sense of confidence and stuff like that."

He nods. "And yoga?"

"I use to attend a class but now I know it so well that I do it at home it's cheaper that way. Dave recommends yoga after every session, which is calming but in a totally different way."

He smiles at her. "So wow you're like a triple threat; dancer, you do yoga and you box ... plus you're smart and naturally good looking, more like a quadruple threat... so I can see why those girls were threatened."

Helga smiles shyly. "You're so sweet Arnold."

"I'm just being honest." They hold eye contact for a few moments. And then there is a brief silence between them. "So if you don't mind me asking ... What happened at your school that you had to leave, was it because of the bulling?"

"Yeah." She sighs. "I just got fed up with being harassed and humiliated and so I beat up these girls that were the ring leaders. It's not something I'm proud of, but I could only take deep breaths and woo sa like Dave would suggest so many times." She laughs. "It's always funny to me that I used my boxing skills to fight those girls and it was the school that recommended it."

Arnold frowns."So it sounds like they kicked you out for defending yourself; that doesn't seem fair to me."

Helga rolls her eyes. "Those girls were super rich and well connected, so they didn't care about them bullying me." She smirks at him. "I'm surprised you're not lecturing me about violence not being the answer."

Arnold shakes his head. "No I'm pro defending yourself if you can. That's why I always try to stick up for people who are bullied even if that means fighting because sometimes the so called adults don't care." She starts to giggle and he looks at her. "What?"

"Just the thought of you fighting ... I can't picture it."

"Well I have a few times ... Gerald calls me 'dark Arnold' when I lose my temper or do anything he deems as out of character."

"Oh yeah now that I think about it, I have gotten a taste of your mean streak."

He makes a face. "I was never mean to you."

Helga shakes her head and a half grin is on her face. "I see someone has selective memory."

He returns her expression. "Okay well tell me about a time I was mean to you."

Helga taps her chin. "Okay how about when you threw paint all over me."

He smirks. "That was after you threw some on me."

"Nope I just simply gave you the bucket back like you requested and it spilled by accident. That wasn't my fault." Her voice was playfully innocent.

Arnold laughs. "Ha sure downplay it now ... I did apologize about that."

She smiles. "I know you always did."

They both look down the hill and exchange an amused expression then hold hands and start running down. Once they got down they were both laughing lightheartedly together.

He looks at her and thinks about what she said right before they ran down. He begins to walk backwards to face her. "What other time was I mean?"

"Um when we had to pretend an egg was our baby. Before I could say anything you jumped all over me. And told me I was the last person on the planet you wanted to be partners with and that you'd rather work with Lila or something like that."

Arnold looks at her seeing a bit of sadness there when recalling that memory. "That was just pent up frustration ... and I-"

Helga let out a breathy laugh. "Arnold that was a billion years ago, you don't have to explain yourself and besides I was a real bitch to you back then I deserved it."

The look in her eyes was telling him that he needed to say something. He stops walking forcing her to do the same and places his hands on her shoulder. "You didn't deserve that regardless of your past actions, I took it too far, but the thing is I wasn't just frustrated by the meanness from you because I expected that. It was those occasional nice things you did or pleasant moments we would share and then right after one of those moments you would turn around and insult me like you hated me. I just didn't understand why you were so hot and cold. I wanted her as a partner because in my mind at the time she was uncomplicated and easier to understand and get along with-"

Helga doesn't want to argue with him but she couldn't hold back. Because it seemed there was some double meaning to what he was saying; at least that's how she was perceiving it. Since he somewhat opened this conversation up she had to let her feelings out. "Yeah and even after I was nicer, you still went on to pursue many 'Lila's' and treated me like one of your guy friends; which is why the sudden interest in me is confusing... since she's clearly the standard. I hope you don't expect me to be like her because I might have a 'sweet' side and I might be a hell of a lot nicer, but I'll never will be that kind of girl."

He shake shakes his head, but he understands why she's thinking that. "My interest in you isn't out of nowhere. It gradually increased over the years, but I became aware of it in 8th. And I don't expect-"

"Then why didn't you do anything about it why did you continue to chase after the same type of girl?"

Arnold could see she was clearly upset and wanted answers. "Fear. Helga you must have no idea how intimidating you can be." She huffs and rolls her eyes. "I don't mean in that way. When I finally became closer to you and you let me see a little bit more of the different sides to your personality ... I was blown away and my younger self didn't think I could measure up... Then unexpectedly you pushed me away around that time, I thought you no longer wanted to be my friend and that hurt a lot. The other reason why is because I knew a relationship with you would be a challenge and I just wasn't prepared for that at the time."

Helga looks away him but she's just in deep thought. "I'm sorry I pushed you away I was dealing with some things at the time and I couldn't take seeing you crushing on those feminine Barbie doll types I couldn't compete with." She looks back at him. "Did you really feel that you couldn't measure up ... Is that the truth?"

He puts his arms around her waist and softens his tone. "That's the honest truth...and you're right I did pursue the same type of girls because it was the easy route; I never felt a real connection with any of them. But what I learned is that those 'Barbie doll types' as you call them." He chuckles. "Come a dime a dozen, however, I've never met anyone quite like you Helga You say Lila was the standard, but I'm starting to think you were; I have a little theory that's why none of those relationships lasted longer than a month or two. None of them could compare to you, none of them captivated me like you, you set the bar real high Helga even for my friendship standards."

He gazes into her eyes and without much thought he leans in closes his eyes and just when their lips were about to meet suddenly a very loud flock of birds flew by. Arnold and Helga laugh awkwardly and start walking again both wishing for another 'perfect moment'. Usually he wasn't as into finding the right moment but something about Helga made him want their first kiss to be natural and special.

"So what was it in 8th, you said there were things going on."

Helga looks up. "Well my father's business was having problems, he started drinking heavily; which he was taking it out on us ... Well really my mom and I. He would never yell at his perfect Olga. That was the year Olga got married and moved away ... It was just at the point where she and I were getting close and then just like that she was gone. Phoebe was always busy with her activities." She peeks at him. "I was also just dealing with um ... Self esteem issues ... sometimes I really felt lost and depressed so I just withdrew."

Arnold grabs her hand. "You know I wish you would have talked to me about that ... You know you could have right?"

Helga has a mini smile on as she gazes at him briefly. "I know, but you were getting so close with your parents and seemed so happy I didn't want to bring you down."

He squeezes her hand. "You were a friend, I cared about you. I still do. You can always talk to me about whatever's going on no matter what."

Helga just smiles and peers down at the ground. "You know..." She tucks her hair behind her ear. "You can um... always come to me as well. I know you've always been Mr. Fix it." She laughed at her choice of words. "But I could always tell sometimes you needed to vent and well I know you have family and Gerald ... but when you do I hope that um ... you will come to me sometimes because ..." She grinned a little. "I don't bite." She sighs and looks away feeling a little awkward.

He smiles at her and kisses her on the cheek.

After a few seconds Arnold starts to look around them and sighs trying to remember where this special thing is that he wanted to show Helga. "Fuck." He exclaims out of nowhere.

Helga stares at him with wide eyes. "Um ... Arnold did you just curse? First Pheebs, now you're getting corrupted by this dark cruel world." She says this humorously making Arnold laugh.

"It happens ... I'm just frustrated with my lack of direction right now." He lets go of her and puts his hands on top of his head. He looks at Helga with a serious expression. "This isn't going as planned ...sorry."

Helga looks surprised. "What are you talking about this is great... You're putting too much pressure on yourself Arnold ... When you let go of that you'll find whatever it is you're looking for." She gazes at him with enthusiastic grin which got his attention. "Now in the meantime you could give a piggyback ride because ... my legs could use a rest." She giggles. "That is if you can handle it, because I'm not as light as I appear."

He smirks. "Oh please Helga you're as light as a feather." He kneels slightly for her to get on his back. "C'mon ballerina hop on."

Helga groans. "Ballerina huh?" She leaps and jumps on him making him release a light sigh.

"Just like I said light as a feather." He repeats.

She laughs and plays in his hair. "You're so full of it hair boy."