A/N: I know it's been a year or so since I last posted this story, but I think that since there's been a real lack of Brainy x Helga stories, that it would be appropriate to post the rest of the story. Bear with me people, it's been a reaaaaaally long time and I'm still working out the kinks of the rest of the plotline, but essentially this chapter is complete. Enjoy! ;D


PRESENT

It had taken many years for Brainy to establish that he really was in love with Helga rather than just interested in the poetic muses of the pink-clad girl. He had to admit that if he was not able to establish his own feelings on the matter, he would have taken it as an obsession, one that he'd gladly follow for the rest of his life, but it was more than that. He wanted to be part of her happiness.

They were in their Junior year of High School, and not much had changed since 4th grade. Well, emotionally not much had changed. Helga was still in love with Arnold despite her constant attempts to rid herself of the idea that they were meant to be and the pain of an unrequited love, Arnold was still in love with…whatever flavor of the month it was, and Brainy knew without a doubt that he was more than taken with Helga.

Helga had matured the last couple of years. Still as headstrong and tomboyish as ever, she had soften to a degree. She was not picking on other kids recently and she was expressing her poetic and intelligent side more. She was making straight A's in all her classes and though she'd casually write it off as being the work of a nerd that she'd bullied into helping her, most people knew by now that her grades were her all her own.

There were many events going on that caught the eye of the teen, and she participated more openly in them and through less convoluted ways to protect her personal interest in the events. She had participated in more plays (thankfully no more was done on Romeo and Juliet) and occasionally she played on the girls basketball team (when she felt like showing up).

Though her writing teachers offered Helga high praise for her beautiful style of writing, Helga held much back. For her, a confession to Arnold would be the release she needed to be completely true to herself, but there was perhaps more to the change than Helga could solely account for her own doing.

Always in the shadows yet never far from Helga, in the last couple of years Brainy had seemingly disappeared completely from Helga's life. She almost never saw him, and she certainly never thought of him, but unbeknownst to her she owed him her new found life, a life completely free from the violence and turmoil her old self was sure to bring.

PAST

For Brainy, much had changed.

Over the years Brainy had fallen harder than ever for the dichotomic nature of the pink-clad girl and had established a rhythm where he soon knew at exactly what time and place he had to be to find Helga. It was near instinct now. Her punches were brutal, and he couldn't exactly replace or fix his glasses all the time, but he somehow managed. (He started wearing contacts; it was just cheaper and less risk for glass cuts than his glasses) She became almost an obsession to him.

It had already been four years since the two first "met". It had become almost routine now. Her going off on wild adventures, with the sole aim of confessing her love to Arnold, and he, Brainy, going everywhere that she went, loving her from afar yet wanting to be near her.

There was perhaps only one time that something came close to breaking that routine before the "event" that solidified the invisible yet permanent wall between the two. It was during that neighborhood crisis, when the gang had to work together to save themselves from being evicted from the only home that they'd ever known.

He'd been watching her, as Helga used stealth and secrecy to aid Arnold. He saw her steadily work herself into hysteria over the loss of her home, a place that was so near to her own love, and he saw how it was driving her closer to confession in the only way that desperation can offer.

He felt the anticipation of it, and the inevitable fact caused him to panic. All those missed chances where he should have told her how he felt and now it was going to waste all because she finally had the guts to admit her own feelings before him.

Though things hadn't gone as planned for Helga, it had gone far enough for Brainy to realize that he would have to give up his love for her. At the very least he would have to conceal it better. He wanted her to be able to have a happy and carefree life, one where she wouldn't have to conceal her true feelings and pursue her own love. Even if it was at the expense of his own feelings, he would not let her suffer anymore.

A deep feeling of sorrow welled up inside Brainy a the impact of his decisions hit his psyche. No more stalking Helga, no more punches in the face, the one true ritual contact between the two.

He didn't think that he would be dropping out of school in order to protect her, but he was smart wasn't he? His name (nickname) wasn't Brainy for nothing. He'd learn somehow.

Within a year Brainy was back in school. No one had really noticed that he was gone, but he was fine with that. The truancy officers had been on his trail for months before they managed to corner him. Life on the run (and that of one of the biggest cities in New York) had taught him how to deal with all kinds of people and he soon had connections beyond that of any incoming freshman into High School. He was glad that he could be close to her again, and even though he knew he should stay away from her, things fell back into routine. He was grateful, until the "event" shattered his dreams once again and he fell back into life on the streets. He wouldn't come close to her again. At least, he thought so.

PAST

Helga ruffled the hem of her dress and sighed. It had been nearly two years since she had become a teenager (making her fourteen/fifteen if you think about it) and she was still stuck wearing a pink dress.

Looking back into the familiar window-shops, Helga realized where she had been heading this whole time. It had been years since she had been down this street, and it was in analyzing a particular flower shop that she had seen her reflection in its windows.

It wasn't like puberty had been cruel to her or anything. In fact, lately she had been getting a lot of stares from the opposite sex, something that she still wasn't getting used to. Helga didn't feel changed though, just more in tuned with her inner self. Lots of the previous aggression that she had felt as a kid just didn't apply to her anymore, especially since getting over her obsession with Arnold.

Well, she couldn't say for sure that she was over him. The locket she had of him was still something she wore everyday. It was more of an accessory now rather than an actual reminder of her first love, and she has had it for so long that she couldn't really see herself going without it in the near future.

She continued moving down the street, no longer lost in thought as it had been when she had first started walking, and started to recognize certain landmarks as she went along. Over there she remembered getting into her first fight, by that stoop was a weird kid who wouldn't grow up and leave it, and in that tree was where a scared boy hid while she hunted for him because he had made fun of her big, pink bow.

She idly touched her hair and recalled the memory. She remembered being so angry she had tore off the bow and had given the boy a sound beating. She also remembered losing it that day and searching frantically for it. Her hair now was too long to stay up in its usual 'defy-gravity-with-my-broom-like-hairdo' and now just hung limply over her shoulders in two pigtails with a substitute pink bow that was more subdued-looking than her previous one.

Turning the corner she viewed her destination. It was her old elementary school and the sight of it made her sigh. Ducking into an alleyway to be alone with her thoughts she couldn't help but wish she was still her old, brazen and bully-ish self. Sure she was considered mean, but she had ruled the school back then! She had punched nearly everything that annoyed her in the slightest, and even guys bigger and scarier than her feared her tough-guy front. Now what was she? Prettier, maybe, but no longer such a tomboy.

A dark shadow crossed her path and she had to be annoyed by this. Didn't people in dark alleys leave other people in dark alleys alone? Some of her old self, she felt, was all rallied up for a challenge and this seem to fit the bill. Picking her head up, she looked the dark man in the face. "What do YOU want?" she said in what she hoped was a voice full of intimidation.

She must not have done a good job because all the man, or boy really- he seemed about her age- did was shove a gun to her forehead.

I'm gonna die! Helga panicked over and over again in her mind (this in itself is actually more like her old self, she was always the first to panic in these kind of situations). This was probably not the best day for her to be her old self but something about the situation made her defensive side show up.

In the seconds that it took for her to make her decision, her body was already moving. Her arm pulled back, her fist ready to strike and she ducked low to the ground to avoid the blast of the gun as he pulled the trigger. Her fist connected readily with the attacker's gut, though weakly. She stared in horror. Here she had just barely dodged a bullet to the head, and she was wasting time trying to take on the assailant? She should be running! Never mind that she USED to be able to take on guys more athletic than this guy, times had changed! She was just about to take her own advice when the guy's rough hands just had to reach out at the moment and snag her arms. He had an iron grip on her relatively slender arms and she could see that no amount of struggling would get her out of this mess.

Which makes what happened next a near mystery to her. She saw the attacker loosen his grip on her until he let go altogether and that now there was now TWO figures that she should be afraid of. The two wrestled each other on the floor and the smaller of the two was surprisingly winning. Helga backed away from the scene and just about had a heart attack when she saw the gun being flung in her direction. It landed harmlessly enough on the floor next to her, but it still disturbed her that it was about to blow her brains out a few minutes ago.

Finally, the fighting stopped and she chanced a look to see who had won. Whether it was her attacker or rescuer, she was still going to be pretty freaked out by who she saw.

Brainy, for whatever reasons, was looking pretty messed up as he stood over the loser and this seemed to scream a whole lot of questions into her brain.

Did Brainy just rescue me? Or was he the one who had the gun and I just didn't notice? Did the real rescuer run and leave behind this dork to confuse me? Really, why was Brainy here?

Taking a deep breath, Helga saw that the guy lying unconscious on the floor was indeed the guy with the gun and that she had been in fact, rescued by one of the weakest guys she had ever known back in elementary school. She swore that even Phoebe was probably stronger than him! Not that anybody really knew that much about him to begin with…

She might not have been scared of Brainy back then, where he was constantly following her and showing up in all of the most inconspicuous places breathing hard and heavy in her ear while she was swooning over Arnold. He was a creep back then, but now he was even more so. If he can take out a man with a gun than that must mean that she's known less about him than she thought.

The way it's always been between the two of them was that she would dream about her football-headed dweeb and then he would interrupt the moment. ALWAYS did it end with him getting punched in the face, though it embarrassed her to think that on other occasions it was different (as in he got a kiss outta her instead when she was too much in the moment to realize who it was). Of course, she hadn't seen him in a while but that doesn't mean he wasn't probably in the background, somehow going unnoticed.

She looked at him now, fully realizing just how much of a different person he was now. He did seem taller than her, but not by much and with him not looking smitten by her as usual, he actually kind of looked handsome though he still retained his boyish features. How he maintained his hairstyle was beyond her. He was unkempt, yet he somehow fit right in with the dark surroundings. In a world that had changed so much for her, he had remained constant. An oddly comforting thought for a stalker, but he did just save her didn't he?

'He' finally looked to her and she could tell from the expression on his face that this isn't the first time that he's taken out someone in a method that didn't consist of him lying fainted on the floor for someone to trip on. As battered as he was, he was fine. SHE wasn't though. It was awfully awkward being here in this sort of situation.

He looked like he was about to say something, but had opted instead to stare blankly back at her. It was a strange sight, and she felt that after all this time, this would be their first real interaction in a while.

"You're hurt," she blurts out, just to fill in the silence. She scolds herself, because that is exactly what a damsel-in-distress would have said, and she has no idea where she was about to go with that. She looks at him again and focuses in on what had caused her outburst. A mean-looking gash was started to bleed through the shoulder of his shirt, where he followed her gaze and started to staunch the wound with his hand.

Impulsively, she reaches over to help him, her medical-training kicking in. Right after middle school was when she had dropped the tomboy act altogether, and the most memorable of this was when she actually started paying attention in school in time to learn how to treat a cut with more than just a Band-Aid.

He seemed to want to wince at the contact, but allowed Helga to help him. He was strangely cool to the touch and it was only now that she realized that his weird breathing, a known characteristic of his, was gone. His breathing was now deeper and it made none of the ridiculous sounds that it had before. It even sounded nice.

I have no clue where this is going.

She took a deep breath and asked him if he'd like to come over to her house. For medical treatment, of course.

Brainy kept to the shadows.

He followed her to keep her safe. He did it because he didn't want her to have to hide her softer side anymore. He thought he was making her happy. Wasn't that what she wanted?

Alleyways began to become more familiar as they started to come closer to their old elementary school. It wouldn't be long now.

He watched her as she reminisced about the old days and he couldn't help but remember them too. Back then, he'd been more careless and hadn't cared so much that she had constantly broken his glasses with her punches. Back then, the days seemed like one big spiral centered around her.

Now he's more experienced than that. He's learnt more about living the hard, rough life of the big city. Skills like dodging and running were second nature to him. He still remembered from his old days running away from bullies.

He's used to the cold by now, and knows more back-ways and detours from the streets more than anybody. He also knows crime too, though he doesn't partake in it like other cretins do. He's still obsessed with his love to the point that things had gotten more than a little out-of-hand.

He didn't remember when he started to live more on the streets then in his own home.

He didn't remember when he started coming out of dark alleys to stalk her.

He didn't know when he stopped caring about anything but her.

He didn't know when he realized that she was already in love with someone else.

He did know that something had to be done.

He knew her by now. He saw as her soft, beautiful side of her stepped out of its shell and into the world to be enjoyed by others. His Helga. But he wasn't so blinded by it to see its weakness: without her tough façade, many of the enemies that she'd had made as a bully herself were coming to take revenge.

He saw her again, blossoming into a flower. Blessed like her name. And even though she would probably never know him, he wanted her to be happy, to no longer suffer in silence as he was. She should be able to pursue her own love.

She would never know the extent of his own love for her.

Even though she had tried to fight her own battles, he wouldn't let her. He made himself a nuisance, to distract them from their dark intentions. The older she got, and the prettier she became, the darker the intentions of these enemies became. And they weren't the only ones: it seemed that even as she became a nicer, kinder person, jealousy and dark intentions gave rise to new adversaries (He himself could appreciate her growing into her body, but he didn't have teenage needs like some other students. Bah.). She never knew of them. He had dealt with them personally.

He became her protector, if only to uphold her namesake. It was time for him to live up to his name as well, which wasn't Brainy, but Brian, which means the strong. He would have to be strong to keep Helga's enemies from ruining her perfect life and he wouldn't let anything get in the way of that.

Concerning his own love for her (which would potentially get in the way of that)….he would be silent about that, but he would knew that if there was ever a chance, he would accept her no matter what. He'd been hiding from her for years and though this unrequited love hurt, hope that one day things work out was one that he clung desperately to.

He heard a gunshot go off and startled, saw his own beloved being attacked by a former enemy.

He was entirely motionless and seemingly without feeling. She wonders, did he lose his humanity somehow?

His eyes betrayed none of what he was truly feeling. Inside, he wanted horribly to beg to her, to say 'I'll never let them hurt you again! I won't let them get too close!' but he kept quiet. He'd been silent for too long to be able to break the habit so quickly.

He looked the other way as she bandaged his shoulder. Even though she was tending carefully to it, she couldn't help but sneak peeks at his face every now and again, marveling over this Brainy and the one that she had known all those years ago.

Though they had now been in each other's presence for a while now, she quickly found that he preferred silence. So instead she took to discreet glances and old childhood memories of him. She blushes as she remembers how many glasses of his she had broken in the past.

She reflected more over the recent past. The gunman, or mugger (though she hadn't much money on her) as she thought of him, had looked her age. Wouldn't that mean that she should have recognized him? Granted, he was probably a high school dropout, that didn't excuse the fact that he was hanging around PS118 at the time of the attack.

Helga made a face at how she handled the situation. If she was left to fend for herself, she was sure she would have been in tears, crushed by this cruel stranger. She was in luck that Brainy happened to be around. Her own arms stilled as she really looked at them. Compared to Brainy's, they were limp and lacked much muscle-mass. She was like any typical teenaged girl. Weak. The thought both frightened and infuriated her.

Brainy must have become conscious of the fact that her arms were resting on his, because he started to look uncomfortable and started to shift his weight uneasily. She snapped out of thoughts in time to look embarrassed and hurried to finish wrapping. Her face flushed red and she hid her face awkwardly behind his shoulder while she worked.

The silence stretched out as she neared completion and her heart pounded. What was she going to do now that he was here? She asked if he had a place to stay, maybe just to fill the silence. She was struck by how very little she knew of him.

Again, Brainy was without words, but he shook his head no. In truth he had a home. Or rather a place to return to civilized life. He was technically an orphan, and a runaway at that, but he had a home. It was at a governmental foster care though, and he much rather just live with what he knew protecting his only love on the streets than stuck at some agency.

Helga seemed sympathetic, before she knew it she had offered him a place to stay. He looked at her, contemplating the offer. In his heart he knew he wanted more than ever to be with her, but his head was telling him to remain firm on the idea of self-imposed isolation. He remembered again how the "event" had hurt him so emotionally before, and his mind was made up.

He left her house and she didn't see him for a long time after that.


A/N: Whew, well that's done! See, when I first wrote this story, I had an idea about what kind of person Brainy would to the outside world- a stranger, alone in the world, and isolated from his peers, but finds solace in a kindred spirit just like himself, someone who was also suffering. Well, nearly a year later I still feel the same but definitely less dark. Hopefully I can keep him consistent so that it makes sense for you guys.

Oh, don't worry guys about the updates. I plan on posting a chapter a week, and I already have the next couple of chapters planned out (something like, 7 or so thousand words already written out). More on Brainy's personality will be revealed and even excerpts from the book, Arnold's E-Files, will be used to demonstrate that. Tell me what ya guys think, 'kay?