A/N: One of the reviewers of the last chapter asked me why Helga and Phoebe were no longer friends. That's an important point that I should have made sooner; I've addressed it in this chapter. Keep the feedback coming, and have a great Halloween, everyone!


Chapter Three

Arnold felt a terrible chill drop from his shoulders to his feet. He held on to Helga like an anchor as his eyes scanned the room desperately – but Lila had disappeared.

The five of them who remained huddled together in the middle of the now silent washroom, staring at the dark room that held the sinks – the sinks that had been turned off by something that lay within that room.

"No way," Teddy was whispering, and Arnold noticed that even he seemed scared. "No way – she's playing a trick on us."

"Lila?" Curly called. They heard footsteps from the dark bathroom and the five of them let out a collective gasp.

"Something in there has her!" Rhonda screamed.

"Lila!" Arnold shouted, letting go of Helga and walking forward a little. His heart was racing so madly that he felt like he'd collapse, but he wasn't about to stand by and let whatever was in there hurt Lila.

"Yes, Arnold?" she said, appearing suddenly in the doorway of the dark room. Arnold screamed, and he heard the girls scream behind him. Lila jumped back a little, and then laughed.

"Whatever is the matter?" she asked sweetly.

"Where were you?" Arnold asked, grabbing her shoulders, as if to make sure she was real. She was solid under his grip, and looked a little quietly perturbed at his forwardness.

"I was just turning those sinks off," she said innocently, walking out of Arnold's grasp. "It was such an awful waste of water."

"Oh my God," Rhonda mumbled, and Arnold could hear in her voice that she felt like slapping well meaning little Lila. For once in his life he could understand why Helga found her obnoxious. He groaned to himself. Teddy laughed.

"Oh man, that was awesome," he said. "Did you hear Rhonda? 'Something's got her!'" he said, imitating Rhonda.

"Leave me alone," Rhonda grumbled, inching closer to Curly, who put a reassuring arm on her back.

"I told you not to worry," he said. "There are no harmful spirits here."

"Get your hands off her, freak," Teddy snarled.

"Stop trying to tell everyone what to do!" Rhonda snapped back, surprising everyone. Helga groaned and walked back toward the hallway. Arnold followed her.

"Wait," he said, catching her arm as she headed down the hall. "Where are you going?"

"I'm leaving," she said, yanking her arm out of his. "This is lame."

"You can't just go by yourself," Arnold said. "Let me get Lila and the others --"

"Why don't you just stay here with Lila?" Helga shot back. "She certainly seems to be having a blast. And you people call me the freak!"

"I've never called you a freak!" Arnold said, getting angry now. Back in the washroom he could hear Rhonda, Curly and Teddy yelling at each other.

"This is a disaster," Helga said, shaking her head.

Then they heard it. Right above their heads, coming from the third floor – a sound like someone had dropped a boulder. Dust floated down onto their heads from the ceiling. Helga immediately abandoned her stubborn attitude and leapt to Arnold, grabbing onto his shirt. He put his arms around her, alarms going off in his head – every instinct in his body was telling him to get out of Clayton, and fast.

"We're done for," Helga whispered, looking up at Arnold as they heard heavy footsteps pounding the floor above them.

"Don't say that," he whispered back. But he felt it, too -- something bad was about to happen, and there was nothing they could do to stop it.

The others raced out into the hall, Teddy in the lead. Rhonda, who had looked like she wanted to kill Lila a few minutes ago, was now gripping onto the other girl's arm as if for dear life. Curly brought up the rear, frowning curiously at the ceiling and still not appearing frightened. Teddy didn't look scared, either – Arnold realized, with a sick feeling in his gut, that he was racing for the stairs to the third floor.

"Are you insane?" he screamed.

"Teddy, stop!" Rhonda yelled, as the rest of the group came to the foot of the enormous staircase and watched him jog up.

"C'mon!" Teddy called back down. "This is what we came here for, right?"

"He's right, though I hate to admit it," Curly said, following him up. "This is the presence we have sought."

"Curly, don't!" Helga said, taking off after him. Arnold raced after her, knowing he had no other choice. He heard Lila dragging Rhonda up behind him.

When he reached the third floor, he saw that places in the ceiling had rotted away – through one of the holes he could see the moon, shrouded in clouds. He thought of his skylight at home, and hoped that he would see it again. Ahead of him, Helga chased Curly down a long hall that branched off to the left. As Arnold waited for Lila and Rhonda to catch up, she disappeared into the darkness. But he could see Teddy down at the far end of the hall – or at least, what he assumed was Teddy. Someone was standing against a wall that was washed in a strange, greenish light.

"Be careful," he warned Rhonda and Lila. "The ceiling is falling apart."

"Why are we doing this?" Rhonda asked, near tears.

"I think we should go, Arnold," Lila said, putting a reassuring arm around Rhonda. " Something doesn't feel right."

Where was that realization an hour ago?? Arnold wanted to scream.

"I'm going to get the others," he said instead. "You two wait here."

"Hell no!" Rhonda shouted. "We're coming with you. Haven't you seen any slasher movies? The worst thing to do is split up!"

Arnold wanted to tell her that they weren't exactly in a slasher movie – but he did feel like this was unreal, and he couldn't guarantee that they weren't in that sort of danger. So he just gestured for them to follow him as he took off down the dark hallway.

"Helga?" he called as the three of them made their way through the darkness, toward the eerie glow that he now realized was coming from one of the rooms on the left side of the hallway. Before she could answer him he bumped into her back, making him jump, and Rhonda and Lila, who were right behind him shrieked a little in response.

"Helga," he said, putting his hands on her shoulders. She was staring straight ahead. Curly was not far in front of her, also staring – they were both looking at Teddy, who was still frozen against the wall.

The expression on Teddy's face made Arnold feel nauseous. His eyes were bulging out of his skull, and his mouth was twisted in shock and horror. He looked pale and zombie-like in the green glow that was coming from the room he was staring into.

"Teddy?" Curly said cautiously. Arnold heard someone let out a sob behind him, and guessed that it was Rhonda. Helga backed up against him and he wrapped his arms around her, but he was shaking just as badly as she was.

Curly began to walk forward slowly. Arnold could see that he was now afraid – whatever had transfixed Teddy didn't seem to be one of the friendly spirits he had been looking for. He took slow steps toward the room Teddy was staring into.

"Curly, don't," Helga said, her voice barely audible. As he reached the doorway she turned and pressed her face against Arnold's neck, unable to look. He cradled her as best he could, but he didn't really want to look, either.

When Curly peered into the doorway his mouth fell open and he jumped backward, landing against the wall like Teddy had. He sunk to the floor, his gray eyes wide and watery in fear.

"What is it?" Arnold asked, as the other two girls grabbed his arms and stood, shaking, against him. Helga looked up a little and turned her head.

Curly didn't answer, but they didn't have to wait long to find out. Out of the glowing room walked an indistinct figure in a white lab coat, and then another. The two apparitions had old-fashioned goggles and surgeon's masks where their faces should have been, and they walked with their arms outstretched. As Rhonda's scream pierced his eardrums and Teddy fainted to the floor, Arnold realized what the terrible figures were reaching for: Curly.

"N-no," Curly muttered weakly as one of the things grabbed for him. "Noooo!" he screamed more loudly as the other snatched his arm and began dragging him toward the room.

"No!" he screamed, trying to fight them. "Help me!"

"Arnold, do something!" Rhonda pleaded tearfully as the two figures dragged the kicking and screaming Curly into the glowing room. Arnold felt like he couldn't move, he was too shocked and terrified. But he knew he had to, though he had no idea what he could do to help. He let go of Helga, and felt the other girls' arms slide away. He stepped over Teddy and walked to the room. The glow from the strange light inside blinded him for a moment, and then, when he could make out what was going on inside, he almost dropped to the floor in horror like Teddy had.

It was a room used for electro shock therapy, and it had been brought back to life by the monstrous things in lab coats that were trying to get Curly onto the table where the patients were shocked. Greenish examining lights shone from the corners, and a tray loaded with leather binders was placed beside the table.

"STOP! HELP ME!" Curly was screaming, trying to fight the figures, but they were strong, and they held him to the table.

"Hey!" Arnold screamed, his voice coming out in a terrified croak. The apparitions didn't even look up. "Let him go!" he cried, running toward Curly, but one of the creatures reached up and pushed him easily away. Arnold skittered across the floor, and when he looked up he saw the other figure moving toward a cobweb-covered switch on the wall.

There's no way it could still work, Arnold told himself frantically, struggling to stand on his shaking legs. But if the water still worked . . . the power might . . .

Just as he prepared to run at the figure that was now grasping the switch, someone else streaked in front of him. Arnold jumped back in terror, and then he realized who it was: Lila. Lila was running toward one of the ghosts.

"Lila, no!" he screamed as she reached for the thing. But she didn't stop – she just reached up, grabbed the goggles, grabbed the surgeon's mask, and pulled away – a ski mask.

Arnold froze, standing in confusion. Helga and Rhonda were standing in the doorway now, and Curly had managed to roll off the examining table and was lying, huddled and breathing in choking gasps, on the floor.

And the "ghost" that had been about to throw the switch was staring around the room at them with a grinning human face – a face they recognized. It was Lila's boyfriend, James.

"James!" Lila screamed, throwing the ski mask down in fury. "I knew this couldn't be real, but – you?" She backed away from him, looking horrified.

"Oh, come on," the other figure said, taking off his mask and goggles. Arnold recognized him as one of James's friends from school, Carter Bishop. He was grinning, too, as if they were all having a great time. "It was just a prank," he said, looking to James and sharing a little laugh.

"You assholes," Helga said from the doorway. She and Rhonda, who was still staring, dumbstruck, into the room, both had tears on their cheeks.

"Lighten up, Pataki," Teddy said, coming up behind she and Rhonda with a giant grin on his face. "That was the greatest gag of all time," he said, going around the room to give Carter and James high fives.

"You did this?" Rhonda asked quietly.

"Hell yeah," Teddy said, smiling at her. "It was all my idea. Pretty brilliant, huh? I figured Gamelthrope could take a little joke," he said, looking to Curly, who was still sitting on the floor, his eyes wide and unfocused. "Guess I was wrong!" he said with a laugh. James and Carter cracked up, too.

"You're terrible!" Lila said, pushing James off when he tried to put an arm around her. "That wasn't funny at all!"

"Hey," Rhonda said, kneeling on the floor in front of Curly and looking down into his stricken face. "Hey, it's okay."

"Oh, c'mon, Rhonda," Teddy said, leering at her as she put a comforting arm around the shaken Curly. "Give me a break – the freak will get over it."

"Stop calling him a freak!" Rhonda screamed at him. "You're the freak – nobody normal would do this to someone!"

"What's the big deal?" Teddy asked. "The little shit deserved a good scare. I'm sick of him staring at you all the time, it's disgusting. And look at the way you feed his pathetic fantasies," he added with a sneer, gesturing to Rhonda as she cradled Curly protectively.

"It's none of your business whose fantasies I feed anymore," Rhonda snarled at him. " I never want to see you again."

"Oooh, Teddy, she's leaving you for the lunatic!" Carter said with a laugh.

"Yeah, right," Teddy said, scowling down at Rhonda. But Rhonda didn't look up at him, she just whispered something to Curly, who nodded glumly.

"Give me a break, Rhon," Teddy said, walking over to where she and Curly were huddled on the ground. "Come on, let's get out of here."

"Leave her alone," Arnold said, grabbing Teddy's arm before he could reach down for Rhonda. Teddy reared up and stared down at Arnold. Arnold swallowed heavily. Teddy was a couple of heads taller than him.

"What are you going go do about it, shorty?" he asked with a scoff.

Arnold knew he should just turn around and leave with Helga and the others. But then he thought about how scared Curly had looked when the boys had him on the table, about how much he'd already been through because of school bullies like Teddy.

And so, in response to Teddy's query, he reeled back and punched him in the face. He heard Helga and Lila gasp in surprise when he did, and Teddy stumbled backward, so shocked that little Arnold would do such a thing that, for a moment, he didn't seem to know how to react.

"You're dead," Teddy said, with a sick little laugh, when he had regained his composure. He pushed Arnold hard, and when he fell he landed in the arms of Carter, who caught him from behind. Carter held him while Teddy reached back to return his punch to the face.

"Wait!" Helga said, rushing between Arnold and Teddy.

"Get out of the way, Pataki," Teddy said, shoving her aside. "You can't save your little boyfriend."

Arnold watched Helga stumble away, and became so furious that, without thinking, he kicked Teddy, who was standing in front of him, squarely in the stomach. Teddy doubled over, and Arnold heard Rhonda snicker a little from the floor. Arnold yanked his arms out of Carter's grasp and stood over the hunched Teddy.

"Leave my friends alone!" he said, and as he spoke Carter grabbed him again, twisting him over and pulling hard on his arm. Arnold yelped as pain rushed from his shoulder to his neck.

"Stop it!" Helga shouted. "I smell smoke!"

Everyone froze for a moment, even Carter, who let go of Arnold.

"Oh, God," Lila said, moving toward the doorway. "I smell it, too."

"You're not getting away that easy," Teddy said with a groan, standing.

"No," Arnold said, holding up his hands. "I think the building's on fire."

"My flashlight," Curly said weakly.

"That's right!" Lila said. "It broke when Teddy pushed you."

"Yeah, right," Teddy snarled. "You're just trying to get away," he said, jerking his eyes to Arnold's.

"Shit, Teddy, I smell something, too," James said, moving toward the door.

"Me too," Carter said warily.

Arnold looked to Helga. He walked to her, grabbed her hand, and pulled her out into the hall. The others followed them, with Teddy and his two friends trailing behind.

"Let's just get out of here," Rhonda said, walking with her arm around Curly, whose face was still white. As they padded down the stairs to the second floor, Arnold realized Teddy, James and Carter were no longer following them. He didn't really care, but when he reached the second floor and realized the seriousness of the situation, he hoped that even those three jerks would be able to get out of the building.

Because, as they could see from the top of the stairs, the entire first floor of the building was on fire.

"Oh, God!" Rhonda screamed. Black smoke drifted up the stairs, and they all began coughing as it reached them.

"How do we get out?" Helga asked, her voice panic stricken.

"We'll have to find a window and jump," Curly said.

"But the windows downstairs had bars on them!" Lila reminded them.

"We'll find something," Arnold reassured them, feeling doomed. They headed back toward the dark hallways that led away from the stairs, and as they started to go toward the left to search the rooms for an escape route, a voice from the other side of the floor stopped them.

"Wait!" someone called, and a teenage boy jogged over to them. He had brown hair and was wearing a gray jumpsuit. "There's a way out over here," he said, flicking his head toward the right branch of the long hallway.

"Who are you?" Rhonda asked.

"I used to work here," the boy said. "I know my way around. Hurray!"

With the flames from the first floor in sight, the five of them didn't give it much thought. They followed the strange boy through the hall, choking a little as they went, as the second floor was beginning to fill with thick smoke.

"This way," the boy said, making a right at the end of the hall. He led them to an old fire exit, opening it and holding it open. Arnold stepped outside and saw a cement staircase on the outside of the building, which led down to the ground. He helped the boy hold the heavy door while Lila, Rhonda, Curly and Helga walked past them and down the stairs.

"Come on," Arnold said to the boy, starting to follow his friends down.

"No," the boy said. "I have to go see about my girl. She's waiting for me in the cafeteria." Arnold frowned, confused, as the boy started to slip back inside the door.

"Wait!" Curly said suddenly, whirling around on the stairs. The boy stopped, and looked down at him.

" She's not in the cafeteria," Curly called. "She's in her room!"

"Oh," the boy said calmly. "Thanks." And with that, he let the door shut, disappearing back into the building.

"Curly, what are you talking about?" Arnold shouted, lingering on the landing. " He can't go back in there – the building's about to collapse!"

"It doesn't matter, Arnold," Curly said flatly. "He's already dead."

"Let's just go, please!" Lila screamed from the bottom of the stairs, before Arnold had a chance to react to that statement. He and Curly jogged down the stairs and met the rest of the group at the bottom, and the five of them ran from the building. Just as they reached the dirt path that led back to the main road, Arnold heard a terrible crashing sound behind him, and turned, along with everyone else, to see the old hospital crumbling in on itself, devoured by the flames. The sounds of breaking glass and cracking wood filled the still, night air.

"I've got to get out of here," Curly said suddenly. "If the police show up . . .," he trailed off. Everyone in the group knew what would happen to him if he got into any trouble with the police.

"What about James and the others?" Lila asked, looking back to the burning building with a wary expression.

"Look," Rhonda said, nodding back toward the field. James, Teddy and Carter were standing on the left side of the building, whooping and hollering as the old hospital burned, as if they were partying at a bonfire.

"What a bunch of idiots," Helga remarked.

"Let's go," Arnold said, beginning to jog toward the main gates as he heard sirens in the distance. The others followed, and they made it out of the break in the chain link fence before the police and fire trucks arrived. Already out of breath beyond measure, they ran all the way to the train station, where they climbed inside a broken window and hid in the old ticket booth.

The five of them crouched in the dark as they heard the police arrive. Rhonda had her arms around Curly like she would never let anyone lay a finger on him again, even a policeman. Arnold felt someone reach for him in the darkness, and assuming it was Helga, leaned back against her. But then he realized it was Lila who was clinging to him. He felt a strange little pang of fear when he realized this, instead of the happiness he might have expected. He was afraid Helga would see.

But it was too late: she was sitting apart from the group, looking at Arnold and Lila. When Arnold met her eyes, wishing he could silently explain that he hadn't meant to snuggle up to Lila, she looked quickly away.

Outside the ticket booth, they heard the police shouting to each other, and heard their shoes walking heavily over the wooden floorboards of the station.

"Get the tags on that car in the parking lot," one of them barked.

"Sir, there are some kids up ahead at the gate," another yelled back.

"Arrest them!" an officer answered. Pretty soon they heard the protestations of Teddy and the other two boys as they were dragged into squad cars for committing arson.

"Do you know who my father is?" Teddy was screaming.

"Whoever he is, I hope he can afford a couple million dollars of damage to these woods," an officer shot back. Arnold heard Rhonda snicker quietly against Curly's shoulder. Curly still looked pretty out of it, though. Arnold wondered if he'd even noticed yet that his dream girl was holding him, that her cheek was pressed to his.

Arnold looked over to Helga, who was sitting across from him in the dark, dusty booth. She had her knees pulled up to her chest, her chin resting on them. He found himself wishing that he could go to her and pull her into the safety of his arms, like Rhonda had with Curly. He couldn't figure out why he suddenly wished Lila would move away from him so that he could be free to go to Helga. He couldn't put his finger on the point in time when his feelings for both of them had changed, but he was sure of it, now. He wanted to be with Helga Pataki. After all the unbelievable events of the evening, it suddenly didn't seem so strange anymore.

"It's almost midnight," Rhonda said after a little while, glancing at her watch. "We better get out of here if we want to catch the last train back to town."

"Okay," Arnold said, standing up a little and peeking through the broken window. He saw that the iron gates that led to Clayton had been knocked over so that the fire trucks could get through. He could still see the red and white glow of their lights far off in the woods, and could also see a huge pillar of smoke rising up into the night sky. But he couldn't see any police officers hanging around the station. Still, he knew they wouldn't be far away, and that they would have to be cautious when they left the booth.

"Let's wait until we can hear the train," he said, ducking back down. Rhonda nodded.

"Curly, are you alright?" he asked, and Curly lifted his head a little to look at him.

"I don't think so," he said, his voice uncharacteristically timid. "I think I need to throw up."

"C'mon," Rhonda said, standing and helping him up. She took him to the back of the booth, and Arnold could him hear getting sick when they were gone. He looked over to Helga, but she'd put her head down on her knees now, her blonde hair falling over her folded hands. He opened his mouth to ask her if she was okay, but before he could, Lila squeezed his shoulder and spoke.

"What an awful trick," she whispered. "I can't believe James was in on it. I feel like I don't know him at all!"

"Yeah," Arnold said absently, sighing. He had no trouble believing that James could do something like this – he couldn't help but think that Lila wasn't the best judge of character.

"Arnold, you were so brave," she whispered, inching closer to him in the dark. "I typically don't like violence, but Teddy deserved it. I – I was ever so impressed with you," she admitted.

Arnold turned to look at her. In the moonlight through the broken window, she was just as beautiful as she had ever been. And for the first time she was looking at him like he was someone special, and not just good old Arnold, the boy who was infatuated with her.

He looked away from Lila when he heard the sound of a train clamoring toward them on the tracks. He stood, helping Lila up, and went to Helga, but she was already standing, and refused to look at him. She walked past he and Lila and climbed out onto the platform. Rhonda appeared from the back of the booth, still walking with her arm around Curly.

"Let's get out of here," she said, breathing a sigh of relief at the sound of the approaching train.

They paid for the ride back to town with money Rhonda had in her purse, and found seats in the fourth car on the mostly empty train.

"You kids out for some Halloween fun?" the conductor asked with a smile when he came to take their tickets. They gave him looks that said clearly said: don't ask.

Rhonda sat with Curly still tucked under her arm – he seemed to have finally realized who was trying to comfort him, and he rode with his face pressed between her neck and collarbone, his weary eyes closed, one arm draped across her lap. Arnold watched them, sitting across the aisle with Lila and Helga, on a bench seat that faced theirs. He was happy for them – he knew Curly was still shaken up by what had happened, but he suspected that he would be okay, with the help of a little tenderness from the girl he'd been in love with since they were kids.

Meanwhile, though, he was feeling rather sorry for himself. He had screwed things up with Helga without even trying – when they had been inside Clayton he'd thought he felt her opening up to him a little: the way she had backed into his arms, the way she had clung to him when she was frightened. But now she sat as far away from him as she could get, looking away, out into the aisle. Arnold knew why – it was because Lila was sitting next to him, her shoulder pressed against his, offering him coy little smiles every few minutes. Arnold didn't know what to do – he didn't want to hurt her feelings, but he knew he was hurting Helga's, in the meantime. He couldn't believe that he was trying to figure out how to let Lila down gently – just a few days ago he would have been bursting with happiness just to sit beside her like this.

Or would he have? Maybe Lila was more fun as a fantasy than a reality.

When the train pulled into the Hillwood station, the five of them got off. They walked quietly down through the neighborhood, until they came to the Laundromat that Curly lived above.

"Are your parents still gone?" Helga asked him.

"Yeah," Curly muttered glumly. "They won't be back from Vermont until tomorrow."

"I don't think you should be alone tonight," Arnold said. "Why don't you come sleep at my house?"

"Thanks, Arnold," Curly said, offering him a tiny smile.

"I'm coming, too," Rhonda said.

"But --" Arnold began, not knowing how his grandparents would feel about a girl spending the night in the boarding house.

"I'm not leaving him," Rhonda said sharply, cutting him off. "And my parents will never notice – they'll be totally wasted from the party." Arnold didn't feel like arguing with her, so he just shrugged and walked on to Lila's house, which was also on the shadier side of town, just three blocks from the boarding house.

"Goodnight, everyone," Lila said sweetly, when they reached her stoop. She smiled at Arnold. "I'll see you in school," she said to him.

"Yep," Arnold said, eager for her to leave so that he could talk to Helga. Lila turned and went into her house, shutting the door behind her.

They walked on toward the boarding house, Arnold walking beside Helga, who still wouldn't look at him.

"Do you want to come over, too?" he asked.

"What for?" Helga asked with a scoff, letting her hair fall over her face.

"Just to hang out, maybe eat some candy, and talk," Arnold said, feeling his cheeks heat.

"Sounds lame," Helga grumbled.

"Right," Arnold said, his heart sinking. You knew this would hurt, he told himself. But he hadn't been able to stop it – he'd fallen for Helga anyway.

They came to the boarding house, and Curly and Rhonda went inside, while Helga stomped on down the sidewalk.

"I'll be right in," Arnold called, before trotting off after Helga. He caught up with her and grabbed her arm, but she shook him off violently.

"Will you leave me alone!" she said, glaring at him.

"I'm not letting you walk home by yourself after midnight!" Arnold said, hurt by her vicious attitude.

"Why the hell not?" Helga asked.

"Because I care about you!" Arnold screamed, fed up. Helga looked a little stunned at his outburst, and stood with her arms folded over her chest, staring at him. He couldn't believe it, but she actually seemed to be at a loss for words.

One of his neighbors opened her bedroom window and shouted down at them, telling them to be quiet.

"Halloween's over!" she called, before slamming her window shut again.

"See, Arnold," Helga said quietly. "Halloween's over."

"That doesn't mean . . .," Arnold began, but he trailed off when he realized he didn't know how to say what he was thinking. Halloween may have been over, but that didn't mean the feelings that he'd developed for this difficult girl would end.

"Please just come back and talk to me for awhile," Arnold begged.

"Won't your new girlfriend be jealous?" Helga asked, still guarding herself.

"Lila is not my new girlfriend," Arnold said.

"But it's your big chance!" Helga said, throwing out her hands. "Everyone knows you've been in love with her for years! Tonight she actually seemed interested in you."

"Only because I wasn't acting like myself!" Arnold said, realizing it as he spoke. "She was impressed by the fact that I punched Teddy, which is not like me at all. If she wants to be with me because she thinks I'm someone I'm not, then, well, I don't want to be with her."

"Are you disappointed?" Helga asked, after a pause.

"No," Arnold said. "I'm over Lila. I was never in love with her. I just had a crush."

"Yeah, right," Helga said with a little laugh, looking at her feet.

"Helga, please," Arnold said. "Come back to the boarding house."

"What for?" Helga asked again, more docile now.

"Because," Arnold said timidly, unable to look at her. "Because – I can't really explain why – but – I don't want you to go."

They were both silent for a moment after that. Arnold stared at his shoes.

"Alright," Helga said quietly, taking a step toward him. "My parents will never even realize I'm gone."

They walked back to the Sunset Arms, and Arnold bolted the door behind them once they were inside. They found Curly and Rhonda on the couch in the common room, leaning against each other and munching from the bowl of leftover Halloween candy.

"You guys want some sodas?" Arnold asked, as Helga sat down in front of the couch, leaning back against it. Curly and Helga nodded.

"Do you have diet?" Rhonda asked.

"Uh, I don't think so," Arnold said.

"Oh, what the hell," Rhonda said, popping another miniature Snickers bar into her mouth. "It's been a long night. I'll splurge."

Arnold grinned, and went to the kitchen, returning with four cans of Coke. He also brought in some chips and salsa and some leftover pizza that had Ernie's name on it – he'd pay him back later, he was too hungry to care now.

"Thank God, I'm starved!" Helga said as Arnold laid the spread out on the coffee table. The four of them gathered around and dug in, and as they did, a cozy, comfortable feeling began to settle over Arnold. They had made it out of Clayton, and here they were, safe and sound. He smiled over at Helga as she popped a chip in her mouth. She gave his shoulder a little push and smiled back.

"Part of me is a little disgusted with myself," Rhonda said, putting down the slice of pizza she was eating to have a sip of her soda.

"Why?" Helga asked.

"The junk food," she said, gesturing down at the pizza she was eating. "I'm anorexic," she clarified plainly, taking another bite.

"You are?" Curly asked with concern.

"Well, I don't starve myself anymore, obviously," Rhonda said. "I had to go to treatment. That's where I was last summer. It was terrible, but my parents threatened to send me to a mental hospital if I didn't get help. I'm a recovering anorexic now, I guess you could say."

"Whoa," Helga muttered. Arnold was surprised, too, with how candid she was being. Rhonda was always blunt, but she rarely revealed anything so personal about herself.

"So that's where you were last summer," Curly said thoughtfully. "I missed you."

"Missed me?" Rhonda said with a laugh. "But we've barely spoken since grade school."

"I know," Curly said quietly, a little embarrassed. "I still missed you."

"You are too cute," Rhonda said, leaning over to kiss him on the cheek. Curly grinned. Helga and Arnold looked at each other and raised their eyebrows, tried not to laugh. Rhonda was actually being nice to a guy – who would have thought Curly would be the one to finally win her over? When they were kids Rhonda used to find his obsessive behavior obnoxious, not cute. Arnold liked to think that she'd seen past his strange and awkward exterior and had come to appreciate him for who he was, but he was pretty sure the fact that Curly had grown up to be reasonably handsome had at least a little something to do with it.

"So that's what Teddy was talking about in the car," Arnold said.

"Yeah," Rhonda said. "He teased me about it. I think the reason I've been so miserable for so long is that I've surrounded myself with people like him. I miss Nadine," she said wistfully.

"You miss bossing her around," Helga said, smirking.

"Oh, like you don't miss bossing that little Asian chick around," Rhonda shot back. " What was her name? Penelope?"

"Phoebe," Helga said, rolling her eyes. "And I do miss her. And not just bossing her around – though, hey, that was fun."

"Why did you and Phoebe grow apart like that?" Arnold asked. He remembered Phoebe's words from earlier in the evening, how she had spoken kindly of Helga.

"One word," Helga muttered, looking down at her pizza. "And it starts with a 'G'."

"Gerald," Arnold said. "You stopped hanging around Phoebe because she started going out with Gerald?"

"I just couldn't take it," Helga said, picking a pepperoni off her pizza. "All the smooching, and the dove eyes, the hand holding. And suddenly she didn't have that much time for me anymore. I guess she tried, but I was so freaked out by the fact that she had a boyfriend, I pushed her away before she could do the same to me."

"Yeah, you're kind of bad about that," Arnold muttered. Helga gave him an annoyed look. "But I know what you mean," he said. "They're both my friends and I'm glad they're together, but sometimes it's pretty obnoxious."

"You're just jealous," Rhonda prescribed sweetly.

"I am not!" Arnold said, though of course she was right.

"Yes you are," Rhonda answered calmly. "You need a girlfriend, Arnold. And you need a boyfriend," she added, looking at Helga. "If you both had your own relationships your friends' love lives wouldn't bother you so much."

"What are you, a psychologist?" Helga snapped.

"That's what I want to go to college for," Rhonda said with a smile. "I'm excellent at figuring people out. It's the secret to my success."

Arnold wanted to tell her that the secret to her success was more likely her family's money and her good looks, but instead he just took another bite of pizza and grinned to himself.

"Like you, for example," Rhonda said, looking at Curly. "You're a good person. Smart. A gentleman. Charmingly eccentric. And in love with me," she added, "Which means you have wonderful taste."

"Good diagnosis," Curly said with an embarrassed grin. Rhonda reached over and hugged him around the waist, and he kissed her nose.

"Oh, God, I've lost another one," Helga mumbled, watching them.

"Don't worry, Helga," Curly said, giggling while Rhonda kissed his neck. " We'll still be best friends." Helga smiled back at him, but Arnold could see that she wasn't quite convinced.

"I still say you two need two need a little romance in your lives," Rhonda said, finishing her pizza and pulling Curly onto the couch with her.

"Let's see if there's any old horror movies on TV," Arnold said, wanting to change the subject.

"Oh, just what we need tonight," Helga said, smirking at him. "More horror."

"Hey, you guys," Curly said, while Arnold flipped through the channels. "Did – did everyone else see – that boy – who helped us get out of the building?"

"Yeah," Rhonda said. "That was weird."

"I saw him," Helga said. "I hope he got out in time."

"And his girlfriend, too," Rhonda said.

Arnold and Curly glanced at each other. Were they the only ones who realized who that boy had been? When Arnold thought back to it he felt a shiver move through his body – everything fit: what he had said about finding his girl in the cafeteria, the fact that he said he used to work there, and the gray uniform he'd been wearing. But he and Curly didn't say anything more about it to the girls; they just settled back to watch a zombie movie that was playing on an all-night monster movie marathon. Arnold figured they'd had enough talk about ghosts for one year, if not for one lifetime.

While Curly and Rhonda curled up together on the couch, Arnold scooted back and leaned beside Helga, who was sitting on the floor. He tried to pay attention to the movie, but all he could think about what the smell of her hair, and the proximity of her hand, which was only a few inches from his.

"Just for the record," she leaned over to whisper in his ear after a while, "I was pretty impressed, too."

"With what?" Arnold asked, his heart pounding at the nearness of her.

"You punching Teddy," she said with a grin. "It was awesome. And the kick was even better."

"I have to admit," Arnold said. "I feel no remorse."

Helga started cracking up.

"What?" Arnold asked. "What's so funny?"

"You," Helga said, pushing him and giggling. "'I feel no remorse,'" she said, mimicking his serious tone.

"Shut up," Arnold said, smiling.

"You're so freaking thoughtful and level headed," Helga said, shaking her head. "How can you stand it?"

"I happen to like the way I am," Arnold said, pretending to be offended. "Someone has to be the responsible one."

"Don't get me wrong," Helga said, "I . . . think it's -- that is, I like it."

Arnold noticed that their shoulders were pressed together, now. He leaned against her, and when she looked into his eyes, their noses almost touched.

"Somebody has to watch out for you," he said, raising an eyebrow. She rolled her eyes, but smiled a little, and didn't move away.

"Seriously," she said, quietly. "Thank you. If you hadn't been there tonight . . . I don't even want to think about what would have happened," she said, shaking her head.

"I think you would have been alright," Arnold said, thinking of the boy who had helped them escape from the fire.

"Maybe," Helga said. "But I wouldn't be here now," she added bashfully, putting her head back against the couch cushions. Arnold leaned back, and, feeling bold, hooked his arm through hers. He waited in a terrifying moment for her to rudely object, but instead she just placed her hand on his knee and kept her eyes on the TV screen. They sat that way, a little tense at first, but eventually their muscles relaxed, their bodies melting easily together, Helga's head lolling against Arnold's shoulder as she slowly began to doze off. It had been such a long night, and Arnold was exhausted, too - physically and emotionally. It felt so good to drift off to sleep with Helga safe beside him, and with Curly and Rhonda already slumbering peacefully on the couch. All seemed to be right with the world.


Arnold woke up in the middle of the night when he felt Helga jerk a little against him. He opened his eyes and found himself slumped on the floor near the couch, Helga sitting up beside him and looking around the living room. She looked a little frightened.

"Did you hear something?" she asked, when Arnold sat up and rubbed his eyes.

"No," he said, yawning. "I was asleep. What did you hear?"

"I don't know," Helga said. "Something woke me up."

"Well, six people live upstairs," Arnold said, stretching. "Maybe someone can't sleep."

"I guess," Helga said, standing up. Arnold stood beside her, yawning again. He couldn't remember the last time he'd been this tired and sated. He wanted to curl up on the floor with Helga and go back to sleep.

"Look at them," Helga whispered, looking down at Curly and Rhonda. They were fast asleep on the couch, arms around each other, Curly's head tucked under Rhonda's chin. "What's going to become of them?" she asked with a sigh.

"What do you mean?" Arnold asked, frowning. "They look pretty happy to me."

"Yeah, for now," Helga whispered darkly. "But what's going to happen when Rhonda has to face her cool friends with Curly on her arm?"

"I think her real friends will accept her," Arnold whispered back.

"What real friends?" Helga asked. "Rhonda hangs out with vapid losers who care more about shoe sales than each other's feelings."

"We're her friends," Arnold said with a shrug. "We care about her more than shoes."

"You think Rhonda's going to be all buddy-buddy with you at school now?" Helga asked with a scoff. Arnold frowned.

"Well - yeah," he said. "I think there's more to her than we thought. She's a good person, Helga. She just had a strange upbringing."

"Man," Helga said with a laugh. "You do give people a lot of credit."

"You should try it sometime," Arnold muttered, wishing she would lighten up. "What I'm worried about is Teddy and his friends. They're going to clobber me when I go back to school on Monday," he said, shaking his head.

"Um, I doubt it, Arnold," Helga said with a grin. "They'll be in juvenile hall on Monday, if not prison."

"Oh, yeah," Arnold said, feeling a little guilty for being relieved.

"Don't look so glum," Helga said, rolling her eyes. "It was Teddy's fault that the building burnt down, after all. If he hadn't pushed Curly the flashlight wouldn't have broken."

"I still can't believe what they did to him," Arnold whispered, shaking his head. "Maybe they do belong behind bars."

"I just hope Rhonda doesn't break his heart, now," Helga said, staring down at them as they slept. "If she does, I'll have to personally kill her," she added.

"I don't think she will," Arnold said.

"I wish I had your faith in people," Helga muttered.

"I wish you did, too," Arnold said, looking at her. She looked back at him, her eyes sad and searching. Thinking of his dream, of how he had felt when he kissed her there, his hand itched to reach for her. And - maybe because he was half asleep, maybe because he felt like he was dreaming - he did.

He put his hand gently on her cheek, and he was surprised to see her eyes water a little when she looked up at him.

"I'm never going to break your heart," he whispered, stroking her cheek.

Suddenly there was a loud creaking noise from the kitchen, and they both gasped and jumped apart.

"What was that?" Helga asked, her eyes wide.

"I, I don't know," Arnold stuttered, embarrassed and nervous – how much more could they take? He prayed it was just the old pipes creaking.

But when they walked into the dark kitchen they saw that the back door had been pushed open, and was rocking against the wind, which blew the little curtain over its window aside.

"S-s-someone left the door open," Helga said, following Arnold into the kitchen. She grabbed for his hand, and he held hers, his heart rate increasing.

"It was closed when I came in from the kitchen," Arnold told her in a frightened whisper. The door, as if responding to their discourse, creaked open a few inches further.

"There's something there," Helga whispered harshly, and Arnold could feel it, too. Though they could see nothing, there was some sort of invisible presence at his kitchen door, staring back at them, eyeless and penetrating.

"W-who's there?" Arnold asked, trying to make his voice steady. The door sat motionless, but Arnold could still feel something watching them from across the checkered linoleum floor.

"Left Hand," Helga whispered in a whimper, pressing herself against Arnold's back.

"No," Arnold said, a chill moving through his body at the prospect. "I think it's something else. Someone trying to thank us."

"What?" Helga asked in a terrified whisper. The door flew open all the way, as if to confirm Arnold's statement. He and Helga bit back screams and jumped away.

"You're free now," Arnold said, feeling crazy, but not knowing what else to do with this certainty. "We told you where to find Trudy, and Clayton is gone. You're both free. But you don't belong here."

"Arnold?" Helga said, confused.

"So leave us now," Arnold said, speaking to the heavy emptiness of the kitchen, which was growing cold from the air through the open door. "You're free. Take Trudy and go home."

The door began to shut, slowly and quietly, creaking a little as it went. Just before it had closed all the way it stopped, and Arnold heard footsteps out in the backyard. He jogged over to the door, shut it, and bolted it. He pulled back the curtain that hung over the door's window, his hand shaking as he did. Looking out, he saw the wooden gate that surrounded the small yard banging shut, and in the alley behind the boarding house he saw a boy and girl running away, hand and hand, their laughs echoing through the quiet neighborhood. The girl wore a white robe that billowed behind her as she ran, and it was the last thing Arnold saw before they disappeared into the foggy darkness of the night.

"What is it?" Helga asked, making him jump as she came up behind him. She placed her hands on his shoulders and looked out at the backyard, but the kids Arnold had seen were gone.

"N-nothing," Arnold said, his head suddenly pounding from the pressure of what he thought he had just seen. "I'm just being crazy," he said, forcing a little laugh.

"It felt like something was there," Helga said, hugging herself. "Who were you talking to?"

"I don't know," Arnold lied, shaking his head.

"You said Trudy," Helga reminded him, raising an eyebrow. "Wasn't that the name of --"

"Helga," Arnold said, sighing and running his hands over his face. "I don't want to talk about it. It's been a long night, and to be honest with you – I'm a little freaked out."

"Oh, sorry," Helga said, looking genuinely concerned. "You want to go back to sleep?"

"Yeah," Arnold said with a nod. "But I won't be able to sleep down here, now," he said, looking cautiously back at the door and checking the deadbolt again.

"You want to go up to my room?" he asked when he turned back around, not really thinking. His neck was hurting, and his soft bed was beckoning.

"Out of the mouth of anyone else, I would suspect the worst," Helga said with a smirk. Arnold's cheeks reddened at her implication.

"You know I don't mean--"

"I know," Helga said, "You're Arnold."

Arnold wasn't sure if he should feel insulted or not. Deciding he was too tired to care, he simply followed Helga out of the kitchen. They stopped in front of the couch on the way up, checking on Rhonda and Curly, who hadn't moved.

"You think they'll be okay down here?" Helga asked in a whisper.

"Yeah," Arnold whispered back. "I'll set my alarm for six AM. We can come down and wake them up before my grandparents get up."

"Now that would be funny," Helga said as they made their way up the stairs. "Your grandparents coming down for their morning paper and finding a couple of teenagers crashing on their couch."

"Actually, if it was my grandmother, she'd probably just serve them leftover pumpkin pancakes," Arnold muttered as they made their way up to his room.

When they got inside Arnold's room, he shut the door behind him and went to his closet. He pulled out an old pair of pajamas that were too small for him now and tossed them to Helga.

"What's this?" she asked, unfolding the pants.

"To sleep in," Arnold said, his cheeks burning brighter. He was starting to think maybe this wasn't such a brilliant plan – it was rather awkward, the idea of Helga sleeping in his room. But for some reason he couldn't let go of her. After everything that had happened that night, the darkened world outside still seemed a little dangerous, and, as Rhonda had said inside Clayton, it didn't seem safe to split up. Maybe I'm just afraid to sleep alone tonight, he thought to himself, as he climbed into his closet to change. He put on a t-shirt and some pajama pants hurriedly, not liking the feeling of being alone in the dark. When he stepped out he saw Helga sitting on his bed in his old pajamas, and he practically ran to her, the sight was so comforting.

"This had been the strangest night of my life," Helga said, as she laid down next to Arnold in his double bed. Arnold stared up at his skylight and smiled.

"Happy Halloween," he said, keeping his eyes on the cloudy sky above them.

"Yeah," Helga said in a sigh, hugging one of his pillows. "I think next year I may just take you up on your offer to listen to Gerald blab about urban legends."

"Is that a promise?" Arnold asked with a grin, rolling over to face her.

"Sure," Helga said, her eyes beginning to fall shut.

"Goodnight," Arnold whispered, wanting to lean over to kiss her, but feeling too weird about the prospect, since they were lying in his bed.

"Night, Arnold," Helga murmured, her eyes shut. Arnold watched her sleeping for a few minutes, until his own eyes began to droop. He reached down and pulled his blanket up over them, and pulled his alarm clock off the shelf, setting it for six AM before replacing it.

When he put his head back down to the pillow he was almost instantly asleep, enveloped in exhaustion and warmth. But in the place between sleeping and dreaming, he remembered something, and the memory carried into his dreams, replacing his usual nightmares.

He remembered the awful minutes inside Clayton when he had thought the boys who dressed up as doctors were actual spirits, and when they had come to the second floor and seen the raging fire racing up to meet them. The times when he thought they might not make it out. He remembered looking at Helga, then, or just thinking of her, standing behind him as he tried in his small way to shield her from danger.

In those moments when he had thought their lives might be over, their potential future together had flashed before his eyes. The future that they might have lost, had something terrible happened. It was the sort of thing he was barely conscious of at the time, but it came back to him just before he fell into deep sleep, and replayed for him in his dreams.

Instead of his parents' demise, he dreamed about his future with Helga that night. He saw a life where he wasn't alone, where he wasn't an orphan any longer. He saw their hard-won happiness, saw how they would save each other from their lonely pasts. He saw them in the park together in summer, reading and dozing by the banks of a creek. He saw them in college together in fall, saw himself stealing covert kisses from her between the library shelves. He saw them sitting together helping their children decorate a Christmas tree. He saw them at a wedding reception, hugging their daughter, who wore a white gown.

It was the kind of vision he couldn't possibly remember. A gift that he couldn't keep. By the time he woke in the morning, he would have forgotten. But something would stay with him – some hope, in the difficult days and months to come. Some hint in the back of his mind as to where his solace lay. In some ways it had always been there – in some ways he had been seeking her, reluctant and unknowing, all his life.

By the morning she had found her way into his arms; by the morning he was holding her to him. In his sleep he told himself to remember, though he knew that he couldn't. He tried to find her in his dreams, tried to tell her what he knew. He saw her standing, of all places, on the corner of the street outside the building where their old preschool had been. She turned to him and smiled when he ran up to fill her in on the good news about their future.

"Arnold," she said, before he could speak. "I know."



Arnold woke up with a start, a loud sound jarring him out of his deep sleep. He realized that it was his alarm going off, and smacked the snooze button. He looked up through his skylights and saw that it was still dark outside – just a hint of pale blue sunlight was visible in the cloudy morning sky.

Why did I set my alarm so early on a Sunday? he wondered, rubbing his eyes. Then he looked over, saw Helga fast asleep next to him, and literally flung himself out of bed from surprise.

From the floor, the events of the night before all came rushing back to him. Helga woke up, yawned, and peered over the edge of the bed at him groggily.

"What are you doing?" she asked, her eyes still narrow from sleep.

"Um," he said, lying on the floor and looking up at her. "Just some morning yoga." He lifted up his legs and pretended to stretch.

"You're so weird," Helga said, pulling his blankets back up over her shoulders. She laid down on his pillow and watched him pantomime yoga positions.

"Well, that should do it," Arnold said after a few minutes, turning from her so that she wouldn't see his cheeks turning red.

"What time is it?" Helga mumbled, shutting her eyes again.

"Time to get up, I'm afraid," Arnold said, grabbing her clothes from the floor. He tried not to look at the bra strap that was poking out from between her folded sweater and jeans as he dumped them onto the bed for her. His heart was racing as he grabbed some clothes for himself out of his closet – if his grandparents found a girl in his room like this, he'd be grounded for the rest of his life.

"I'll be right back," Arnold said, dashing out into the hall with his clothes. He shut the door behind him and quietly crept down the attic stairs, checking left and right for any sign of adults who were awake. He couldn't hear anything, though, just the far off sound of the television.

Oh, God, he thought, remembering Curly and Rhonda. He prayed Ernie hadn't gotten up early to watch the news.

Bolting down the stairs, Arnold sighed with relief as he saw it was just Curly and Rhonda themselves who had the TV turned on. They were watching Sunday morning cartoons and eating handfuls of cereal out of Oskar's box of Lucky Charms.

"Hey, Arnold!" Curly chirped happily. "Nice PJ's."

"I --" Arnold began, looking down at himself. "You guys need to clear out before my grandparents wake up," he said.

"No problem," Rhonda said, standing and stretching. "We've been up for hours," she said, smiling back at Curly.

"Can you believe we both took ballet?" Curly asked, standing up and putting the cereal box down on the coffee table. "And we both quit at the exact same time--"

"Right before the Nutcracker performance in fifth grade!" Rhonda finished with a grin. Arnold stared at them.

"Wow," he said dryly. "What a coincidence. Um, I have to go get dressed," he said, embarrassed. He turned and raced back up the stairs.

"There are no coincidences, Arnold!" Curly shouted up after him. Arnold winced and wished he'd keep it down, though he was glad to see Curly seemed back to normal – well, normal for Curly. He could already tell that he and Rhonda were going to drive him even crazier than Gerald and Phoebe, though.

After getting dressed in the bathroom, Arnold rushed back up to his room and opened the door. He found Helga dressed in her normal clothes and surveying the contents of his desk.

"What are all these?" she asked, and Arnold realized with grim mortification that she was poking through his attempts at recreating the map he'd found in his father's journal.

"Don't look at those!" he said without thinking, putting his hands over them as if to hide his pathetic daydreams about finding his parents. Helga frowned, and backed off.

"Geez, calm down," she muttered, looking away from him.

"Sorry, it's just . . .," Arnold trailed off while he gathered up the maps and folded them all shut. "I'll – tell you about it sometime. But not now. We've got to get Curly out of here before he wakes up the whole boarding house and I get in huge trouble."

"Not allowed to entertain guests such as us, eh?" Helga asked with a grin.

"Well, no," Arnold said, taking her by the hand and leading her out of his room. "Not female guests, anyway."

"Here's hoping Rhonda doesn't blab that you had two girls spend the night at once," Helga said as they went through the hall. Arnold turned around to shoosh her.

" You'd be the most scandalous cad in school!" she whispered.

"Oh, God," Arnold moaned, jogging down the stairs. What had he been thinking last night? A few hours ago having Rhonda and Helga sleep over seemed perfectly rational, but now he couldn't believe how careless he'd been. Though, admittedly, he had slept really well, and with no nightmares . . .

Down in the foyer, Rhonda and Curly were waiting by the door, Rhonda wearing Curly's pea coat again. The thing was huge and it dwarfed her small frame, and Arnold didn't know much about fashion, but he doubted the ratty old thing would be 'all the rage.' He couldn't help but wonder if she'd have the nerve to wear it to school, like she'd once worn Teddy's varsity jacket.

"Alright, let's get out of here," he said, breathing a sigh of relief as he led his three guests out the front door of the Sunset Arms.

"Thanks for letting me stay over, Arnold," Curly said when they were outside. "It really – helped," he said, a little bashfully.

"No problem, Curly," Arnold said with a smile, feeling better about the decision now that they were out of the boarding house and on the way to Curly's parents' place.

"Yeah, you really know how to throw a party, Arnold," Rhonda said with a wink. " Where did you two disappear to last night?" she asked, looking from him to Helga.

"Oh – we – just – went upstairs to . . .," Arnold stuttered, trailing off.

"Do yoga," Helga said with a smirk. Rhonda cracked up, and Curly grinned.

"Is that what they're calling it these days?" Rhonda asked as Curly handed her a cigarette. He put one between his own lips and then lit both of them.

"You know," Arnold said, unable to help himself. "You guys really shouldn't smoke. It's addictive, and really bad for --"

"Arnold," Rhonda said, stopping as they came to the Laundromat, "You're great at advice and everything, but please," she said, taking her cigarette out and holding it daintily between her fingers. "Do shut up."

Arnold started to protest, but she leaned over to kiss him on the cheek, and Curly gave him a pat on the shoulder.

"I know it's a corporate scam," he said, opening the door that led up to his apartment with a key. "I'm trying to quit."

"I'm a bad influence," Rhonda said, blowing smoke out of the corner of her mouth and grinning.

"Come up," Curly said to her, flicking his head toward the stairwell. "I'll make you breakfast."

"Are you two going to be completely joined at the hip now?" Helga grumbled as Rhonda followed him inside.

"Quite possibly," Rhonda said.

"One can only hope," Curly added with a dreamy sigh. They waved to Helga and Arnold as the glass door of Curly's apartment building fell shut. Arnold stood and watched them jog up the stairs together, giggling about something as they went.

"Oh my God," Helga moaned. "I'm going to skip town if I have to start hanging around Rhonda every day."

"She's not that bad," Arnold said, turning to walk with her down toward her brownstone, which was on the slightly wealthier part of town. " What would you think about hanging around me every day?" he asked sheepishly, looking ahead.

"I don't know," Helga said thoughtfully. "Are you going to keep trying to tell me what to do all the time?"

"I'm not like that!" Arnold said, stopping in his tracks and turning to her. Helga raised an eyebrow at him.

"Okay, so I'm a little bit like that," he grumbled, walking on, shoving his hands in the pockets of his jeans. "But are you going to try and understand that I'm not being bossy, I just want the best for you?"

"I just want the best for you," Helga repeated, mimicking him. "I'm not going to be able to hang around you if you keep talking like my dad," she said with a laugh.

"God, you're so difficult!" Arnold said, frowning. "Do you have to make fun of everything I say?"

"That's not what I'm doing!" Helga protested. Arnold gave her a look.

"Okay, so that's what I'm doing," she said with a shrug. "But you're just such an easy target."

"Helga!"

"Sorry, sorry," she said, grinning as they came to her stoop. She stepped up on the first stair and looked down at him.

"I feel like we've just been on a date," she said with a wicked little smirk.

"Are you making fun of me again?" Arnold asked, looking up at her.

"It's possible," Helga said with a sigh, looking up the street at the sun, which was rising slowly behind the morning fog. "Can you live with that?" she asked, looking back to him.

"I'm a glutton for punishment," Arnold said, shaking his head, and standing on his tiptoes to kiss her.

"Don't!" Helga said, putting her hands on his chest. She spoke so forcefully that Arnold almost went careening backward.

"Sorry," Arnold mumbled, hurt, starting to move away. But she grabbed his sweater and held him in place.

"It's just that I have morning breath," Helga muttered, her cheeks turning pink. Arnold grinned and rolled his eyes. Helga kissed her fingertips and brought them to his lips, pressing her kiss there lightly. Arnold reached for her, but she started up the steps.

"I'll – I'll be seeing you around," she said hurriedly, going for her front door and disappearing inside. Arnold was left feeling a little stunned, a little abandoned, very confused, and unbelievably happy, despite all of that.

Well, he thought, walking away, his hands pushed deep into his pockets: I'm in love with her. There were no two ways about it. He felt doomed – Helga wouldn't make this easy on him, he knew, even though he suspected that she returned his feelings.

But something inside him, something he couldn't put his finger on, made him feel hopeful. He couldn't stop smiling to himself as he walked home through the cold morning's growing light, and he had to bite his lip to keep himself from looking like a wandering lunatic.

As he jogged up the steps of the Sunset Arms, the icy November air chilling his fingers, he longed for a hot bath. And afterward, maybe he would call Helga. Maybe they would go to a movie. Maybe they would end up being a normal couple; maybe they would even double date with Gerald and Phoebe.

Probably not, but maybe. Still, no matter what happened next, and though he had just left her, he already couldn't wait to see her again.


A/N: If it seems like the tone of the story changed toward the end, it was intentional on my part (I promise!), because I intend this to be the beginning of a larger story arc. The supernatural bits are over, but I'm going to continue the development of Helga and Arnold's relationship in a Christmas fic at the end of the year.

I'd mostly like feedback on Helga's behavior, to help me shape her character in the second story, and also because I plan to have her narrate the third (and longest) story in this arc. I tried to keep her in character – scared to show her feelings, and a bit hostile – even as Arnold begins to fall for her. A lot of fics (including my own) have Helga changing quickly to someone very vulnerable and open as soon as (or soon after) Arnold admits he has feelings for her. While I still see this as a likely possibility, I wanted to try something different with my characterization of Helga here – especially since it's from Arnold's POV, I wanted to have him have to chase her a bit, because of her own trust issues. Let me know what you thought.