DISCLAIMER: Hey Arnold-not mine, never will be.

"So, man, you going with Lila to The Cheese Festival, I hear," asked Gerald as he and Arnold sat in the back of the bus.

Arnold nodded, "Yep. It's gonna be great this time too. I bet she's forgotten all about last year…"

"You mean when you forced her to go on the bumper cars and your shitty car short-circuited?" Gerald asked, raising an eyebrow, "Then all the other cars rammed the hell outta ya'? I dunno, man, she was pretty pissed off…"

"It wasn't THAT bad…" Arnold said, fidgeting with his fingers, "I mean, other wise she wouldn't have agreed to go with me this year." Gerald looked quizzically at his best friend, then put his headphones on. Arnold relaxed a bit in his seat and let eyes wonder around the bus. There was Sheena, all 6 ft. of her, Brainy, who incidentally hadn't changed AT ALL since elementary, Ronda, with her snooty 'too-good-for-you' attitude, and then… and then there was her. Helga G. Pataki. He was still a little pissed off that she'd *ahem* attacked him, but he found it easier to get along with her in the I.S.S class. He smiled to himself. Probably because Big Patty was always right behind her keeping her in line. He wondered back to earlier that day when Patty had asked him if he and Helga had ever… well, been intimate. Why would she ask such a question? Was she blind? Did she not see Helga picking on him day to day? Did she not see the hate in Helga's eyes when ever she uttered the words 'football head'? Arnold rethought that for a second. Helga never really did have HATE in her eyes. He was almost, but not quite, sure Helga didn't hate him.

He continued to look at her. He was somewhat glad that she's finally ditched the 'pig-tail' look and acquired a more 'grown up' one. Her hair was long and she had kept it down for the past year. It looked good with her, though. Her clothes looked as if they were all about 2 sizes too big for her though. That didn't look quite right. Maybe she had a complex about her body. With Helga he didn't doubt that. She wore grey baggy pants and a pink t-shirt. He shook his head. Wait a minute… was he actually wanting HELGA to dress sexier? What the hell?! Why should it matter to him WHAT she wore?

"Arnold, man, it's your stop." Gerald said, shattering his thought. How long had be been day dreaming about… Helga?

"Thanks," he replied and the two did their handshake. Arnold walked off the bus and proceeded to walk the rest of the way to the Sunset Arms boarding house.

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"BOB, MIRIAM!!! I'M HOME!!!" I shouted, slamming my door shut.

No answer.

"Figures," I mumbled and trudged upstairs.

"OLGA!" screamed Bob.

"It's Helga!" I screamed back without stopping.

"Whatever! Someone called for you! Some hick moron!"

I raised an eyebrow, "Stinky?"

"Yeah, that's the one."

I walked up to my room and flopped down onto the bed. What did stinky what with ME? He's never called me before… I sighed; I'd better just call him and find out before I get a headache. I rolled off my bed and searched out my room for my sophomore yearbook. I knew he put his number in there…

"AH-HA!" I said, grabbing the phone and dialing the number. It rang 4 times.

"Hello?" answered a boy with a strong hill-billyish accent.

"Uh, Stinky?"

"Oh, hello Helga, what's up?" he talked to slow… I hated his voice… it made me so frustrated.

"Yeah, hi, you called?" why did I even call him back? Why I was I even interested? Just hang up the phone, I told myself, just hang up…

"Yes, yes I did. I was wondering if you wanted to go to The Cheese Festival with a fellow like me…" DAMN, I hated his voice…

"What? Why? We haven't even like spoken since freshman year? Why ask now?" I was kind of confused.

"Well, I just wanted to take a pretty girl to the festival is all," I rolled my eyes. "but if you don't wanna go, that's ok…"

"Stinky you had a thing for me in like 4th grade, why call me after so long?" I still wanted an answer.

"Well," he started off, drawing out the word until it literally died on his tongue, Jesus, hurry up! I guess I'm just really impatient, "I was thinking' 'bout ya' and I wanted to know if you wanted to go with me." Eww, thinking about me? I hope to God that's not what I think.

"Well," I paused. I didn't wanna go. I REALLY didn't wanna go with him. But… if I go with Stinky then at least I'll have a reason to go the damn festival instead of going by myself and spying on Arnold from the garbage can. "Yeah, I guess I'll go…" I said, irritably.

"Gee-wilikers! Thank you, Helga, I promise we'll have the best time ever!" I shuddered, how the hell am I going to survive a whole night talking to someone who says 'gee-wilikers'? That's not even a word! Ahhhh! Big mistake! I can't go to the-

"I'll pick you up at 6, ok? See ya' then!" Stinky said in his farm-boy voice and then hung up.

"Well, that just sucked, didn't it?" I said out loud as I hung up the phone.

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The next day in class things went by pretty fast, maybe because I was dreading that night so much. The only day I WANTED school to go by slow as hell… was the fastest day of them all… maybe it was that damn conspiracy again… Dammit…

"So, Helga, you were pretty quiet today," Arnold said as he put his things into his backpack. The bell was going to ring any moment.

"What's it to ya', football head?" I said, doing the same.

"So, Helga, going to The Cheese Festival tonight?" Patty asked, leaning back in her chair.

"Yeah," reluctantly said.

"That's great! I mean, I'm going too and maybe we could go meet up with Lila and all go together," Arnold said, happily.

"No thanks, Arnoldo, plus I have to wait at home anyway… I gotta get picked up by someone…" I mumbled the last part.

"Really? Who?" Arnold asked, sounding a little… was he disappointed? I decided to run with this.

"Yeah, Stinky asked me to go, and I just couldn't say no to that cute little hill billy," I said, putting my backpack on my desk and relaxing in my chair.

"No way, Stinky?" Patty asked, disbelievingly.

"Yeah, SO?!" I said, then covered my mouth. Think before you jump down someone's throat, Helga, I told myself, especially when she's 4 times your size. "I mean, yeah, he's picking me up at 6 tonight," I said, with a nervous smile and laugh.

"Oh, so I guess I'll see you there, then." Arnold said.

"Guess so, football head."

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"I hate my life…" I said, lying on my bed. It was about 6 then, and I knew Stinky was going to arrive any minute. I sighed, I can't believe I'm spending the evening with Stinky JUST to spy on Arnold. Ok, Stinky wasn't THAT bad. I mean, he was SORT OF cute, for a guy who's about 7 ft. tall, that is. I couldn't wear my usual clothes tonight. No. I had to wear something that would get Arnold's attention. I didn't own any clothes like that! I opened my door a crack to see if anyone could see me. 'The coast is clear,' I said to myself, tip-toeing out of my room. I quietly snuck into Olga's room. She dresses like a whore, she ought to have something I could wear. I walked over to her closet and picked trough the garments. I couldn't wear that stuff! I guess to get attention I'll HAVE to show off some part of my body, I thought.

"This isn't too bad," I said, bringing it out of the closet by the hangar. It was light pink, short mini-skirt-dress-thing. It was tight looking and had short sleeves. It also had a plunging neckline. I looked down at my chest. Hey, I may not be Pam Anderson, but I got something. Could I? No, it's too much… last time I actually wore a dress was when I wore that ugly pink one with the red stripe and the white t-shirt underneath. Hmm…

"OLGA! YOU'RE DATE'S HERE!" screamed Miriam, lazily, all the way from the kitchen. I guess this dress'll do… I thought, taking one last glance at it.

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"You look pretty, Helga, I never saw you wear a dress that actually accented your-"

"You wanna keep your teeth?" I threatened, holding up my fist, "If you wanna finish that statement of yours you'll have to answer to Old Betsy!" he gulped and looked straight in front of him to the road. We drove to the festival in this old beat up car that belonged to his cousin, so he said. It was this disgusting green, puke color. I gagged.

It wasn't long before we reached place. There were people everywhere. It suddenly occurred to me that ALL these people were going to see me in THIS little dress. Suddenly wearing the dress didn't seem like such a good idea anymore. Stinky opened his door and walked over to open mine for me. I decided I could try to be more ladylike and let him. He really was a gentleman and I almost felt bad for taking advantage of him like that. All for Arnold…

"So, would you like to go on some rides first or sample some cheese?" he asked, slowly, frustrating me again. I saw how his face lit up at the word cheese, though.

"How about we get some cheese?" I said, in a tired, 'I'm-not-having-a-good-time' tone. He was all too happy at the mention of cheese, though, to notice. Figures… He grabbed me by the arm and we ran through the crowd of people. OH MY… GOD! I looked down and I as I was being dragged through the ocean of people I couldn't help but notice the perpetual bouncing of chest. I raised my eyebrows, 'never noticed that before…' people began to stare so I ripped my arm away from the tall goofball and walked the rest of the way, "I'm beginning to feel like he only used me to get to the cheese." I mumbled, pulling at the bottom of my skirt. The damn thing was too short. I began to walk away to find my date at one of the many cheese sampling booths, when BAM! SMACK! OOF! There I go, on the floor… my business exposed to the world. I lay in the dirt dazed for a second then lifted my head to see… WHO DO YOU THINK?!

"I…I-I…" I rubbed my head and raised an eyebrow. What was he… I followed his gaze and…

"PERVERT!" I screamed! Standing up in a hurry. "You sick, football-headed bastard!" He snapped out of it and looked up at me, the angry blonde, hovering right over him. He smiled weakly. Errrrr….

"OW!" he shouted as I punched him in the arm. That'll teach him… I smiled and started to walk away. Wait a minute.

"Hey, Arnoldo, where's that date of yours?" I asked, looking around at the crowds of people.

He just glared at me, stood up, and started to walk away from me. What?

"Hey, don't walk away from me! I asked you a question!" I followed him. I caught up with him and grabbed onto his arm, spinning him around. "Well? Where's Lila?" why was I so interested? Must have looked weird…

"If you MUST know, SHE'S not here!" he said, "At least not with me…"

"What, why?" I released his arm.

"Because she doesn't want to go with someone in an alternative, suspension, class! She thinks it'll be bad for her rep.," he looked back at me, "it's YOUR fault she ditched me!" he tried to walk away.

"Arnold, wait!" I said, catching up to him again. "That's too bad about what happened, but how is it… why…" I finally stood directly in front of him, "How is it MY fault?"

"You have to ask? You're the one who got me into I.S.S. to begin with! You're the reason she won't go out with me!" I felt a little hurt by this, but I knew he was right.

I looked down and sighed, "I didn't mean to mess things up for ya'…" I scratched the back of my head. By the time I looked back at him, his face had gone from angry to disbelief.

"Are you actually apologizing to me?" he managed to say.

"Yeah, so?! Don't get used to it either, bucko!" I said, regaining my attitude.

"Whatever you say, Helga…" he replied. "Look, if it's ok with you, could I maybe tag along with you and Stinky?"

"Tag along? I think I've technically been dumped for cheese. The boy won't miss me if it's just us." Did I actually say that? I did!

"So are you saying that WE should just hang out?" he asked again, with his usual lop-sided grin. Before I could say anything, and knowing me probably ruin the moment, he continued, "That's great, I'd love to."

What can I say, it was great. I saw stinky a few more times that night, hovering around Cheese stands and whatnot, he didn't seem to even remember that he'd brought me here. That was ok, though. That was REALLY ok. I was having the time of my life. We rode every ride there. He even commented, probably more to himself, that Lila never wanted to ride any of the good rides, she didn't even wanna ride the bumper cars! But of course I knew that… that probably was the most wonderful thing I'd ever heard. It finally made me feel I was better than someone to him. Like we were finally level with each other. Now, don't get me wrong, I had a great time, but I didn't let myself go out of character one bit. We had the occasional sarcasm come in and the names 'football head', 'Arnoldo', and 'hair boy' sometimes found their way into our conversation, but other than that we were actually getting along. It was bliss.

Everyone was leaving, the place was nearly desolate, but Arnold and I stayed talking about nothing in particular while sitting in the dirt near a cheese stand. "Remember when the teachers went on strike?" Laughed Arnold.

"Yeah, that was a great idea you had, there," I commented, taking a handful of dirt and letting it slide through my fingers. "How come you were always the leader of the group? Always the one to fix everything?" I guess being nice was a product of it being 11 o'clock and me very tired.

He shrugged and blushed, "I've never had anyone say that to me before."

"Oh come on, you were ALWAYS the one to SAVE the day," I said, drawing designs in the dirt, never looking to make eye contact with him.

"Remember when I DID save the day?" he wasn't referring to…

"Yeah, you came galloping in on your white horse again," I felt uncomfortable on the subject.

"As I remember it you and Gerald helped he also, 'deep voice'…" he said the last part kind of low, almost seductively. That didn't register right off, though, all I thought about was the fact that he was getting closer and closer to the subject I most feared.

"Yeah, well…" I started, I had to steer the conversation elsewhere, "So are you and Lila going out now, or what?"

"No, not really," he said, I could tell he was uncomfortable, "Why do you ask?"

"No reason," I said, picking up and handful of dirt again and letting it slip through my fingers. I could feel his eyes on me again. I could have smacked myself then. I was never going to be good at the lady-like thing, I could tell. My dress had scrunched up to the top of thighs and I could see the beginnings, or the ends however you look at it, of my underwear. I sighed to myself but then smiled. Big Patty wasn't around so I could toy with him all I wanted. I picked up another handful of dirt and let it fall like sand out of an hourglass onto my thigh. I started trying to make a design when he leaned over and started to help me. He moved his fingers over me to spread out the dirt evenly, then traced little spirally designs in it. It felt… it felt…

"Hey!" shouted a man from behind. Arnold jumped back to the sitting position he was in earlier before scooting closer to me. "What are you two still doing here? The festival is closed. Get outta here!" he waved his flashlight around as an effect. Indeed no one else was around, everything was shut down.

"H-Helga, can I walk you home?" he asked, looking away from me, scratching the back of his head. I smiled a little.

"No." I said and he looked up, "Can I walk YOU home?" he smiled and helped me up. The two of us then began our journey to the Sunset Arms boarding house...

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I'm so happy, I actually made a longer chapter. I would have continued it, but I decided to leave that until the next chapter. It should be interesting… hehe. Oh, and thanks for the reviews, you guys are great!