A/N: This chapter is posted fairly quickly, mostly because of my excitement at reintroducing some of my favorite characters.

Shout out to my sister for collaborating with me on this chapter! She did a really great job…well, you'll see.


As it were, it didn't take much to convince Phoebe to go to the dance. She was more than overjoyed at the idea of going with the guy she'd been attracted to for quite some time. Helga couldn't say she understood what her friend felt, but all the same she was pleased that she took to the idea so warmly.

Thing was…Phoebe wanted Helga to go to the dance too.

"Come on, Helga! Please, please, please come to the dance with me! I couldn't go all by myself!"

"Phoebe. There's no point in me going, I don't I have a date and there's no way I'd be able to dress up for something so cheesy."

"Helga…you're my best friend. Please, just consider going to the dance?"

Helga was indignant. That Phoebe would insist so unrelentingly that Helga come with her and tall hair boy to Homecoming Dance was starting to get on her nerves. Plus it didn't seem fair that she'd have to suffer while her friend had the time of her life.

Helga looked at her fellow teenager and sighed.

Excitement and depressing weather seemed to build in the days following up to the dance. Many students seemed excited at the idea of a Masquerade Homecoming dance, but to Helga, the weather couldn't personify her feelings better. It didn't help that she'd already agreed to go to the stupid dance when she got an ominous note from an anonymous source saying that she shouldn't go to the dance and that there was danger.

Helga felt a mixture of apprehension and uncertainty about the note. For one, it was from a guy named Brian, and that didn't make sense because the only other Brian she knew was from that stupid poetry contest. The writing didn't exactly match up though and she didn't get what she was to do about that.

Go, or not go? Helga fingered the note in her hands, looking at the already paid dress in her closet and then back at the unknown author's hasty scrawl. Should she just tell Phoebe that she couldn't go because some guy was probably out to get her?

Helga contemplated the thought. If she told her friend, Phoebe would most likely freak out and call the cops, and the whole dance would be ruined. Helga didn't want to create a ridiculous scene like that, especially since she had no idea what was exactly going on.

Keeping a low profile would be best, and who would recognize her at a masquerade? She wouldn't dismiss the severity of the note's contents, but she just didn't feel like she could be in too much danger in a room filled with schoolmates she'd known since preschool. Besides, she wasn't stupid. She'd be careful.

The city of Hillwood only seemed to get darker.

The day of the dance was a eerily calm day. Flood warnings were still some cause for concern, but since the school district didn't shut down and none of the teachers breathed an air of alarm about it, most students at P.S. 118 didn't consider the dance canceled.

Helga stepped off the curb from her house and immediate grimaced at the gloomy onset of rain. She hadn't expected to start off her Junior year of High School in such grim atmosphere. As she turned back into her house to fetch an umbrella, the sky opened up more, pouring twice as fast and nearly as heavy.

Within the shelter of her home, Helga debated once again whether or not she should go to the dance at all. Would it be worth the trouble? Besides any chance of physical danger, there was cheesy music, a sweaty, stinky gymnasium full of inebriated teens…and a terrible commute through torrents of rain furious enough to ruin both hair and make-up of said teens.

We'll look like a bunch of drowned rats dancing to techno music. Helga laughed at the thought.

While Helga ruminated, her cell phone rang. She had a brief vision in her head: of her friend, Phoebe, all alone with a boy (aka Gerald) and Arnold, her sweet, football headed punching bag whom she loved so much that she openly hated him in public, with a bunch of sleazy, no-good tramps and her mind was made up.

"I'm coming, Pheebs." Helga said as she pulled out her umbrella and stepped back out into the rain.

There was no reply to this statement and Helga was just about to worry that this was no the right response that the caller had been looking for and that maybe Phoebe had already hung up when she looked at the caller ID.

Her face pinched up into a scowl, Helga was just about to ask who the jerk on the phone was when a car swerved angrily in front of her. In lieu of this new danger (walking and talking was apparently too much trouble in this poor weather), Helga quickly hung up and concentrated on not getting killed before confessing her love in full to Arnold.

Walking in the rain was tricky business. It seemed that the more she walked, the more the little puddles of rain were becoming giant puddles of rain and that in her two-inch heels the water was steadily climbing up to her ankles.

Deciding it best to get to the dance as quickly as possible, Helga sacrificed a dry head for time and rushed the last two blocks to the school on wobbly heels and an inside-out umbrella.

As soon as Helga arrived she was accosted by her Asian friend almost immediately. In the bathroom the two hastily toweled dry Helga's dress and hair, and once she was dry enough, fixated on reapplying her make-up and realigning her hair into something somewhat decent.

Helga listening half-heartedly as her longtime friend yammered on about how she was so excited that she was there at the dance and how great Gerald was. Even though Helga was happy for Phoebe, Helga wanted to concentrate more on her own problems and was nervous herself about talking to Arnold. After all these years of pretending to hate him and all things girly, would it seem like too much to ask him for a dance? Helga channeled that nervous energy into fixing her bow, repeatedly drying and tying it up into her hair.

When all was done, Helga had to admit that she looked good for someone so opposed to these kind of occasions. She would have much rather gone to a Haunted House or a Halloween themed dance than a Masquerade ball, but whatever. She could not deny her friend a chance at happiness and she'd be there to support her, with the added bonus of perhaps a chance of making Arnold fall in love with her.

Phoebe handed Helga a simple white mask beaded with fake pearls and white feathers adorning the sides, curving downward so that they hugged her face as she strapped it on. Her dress sufficiently dried, held new life in it as she it in front of the bathroom mirror, poofing up the bottom so that as the bottom ruffled outward as the rest of the pink and white dress hung snugly on her slim curves. She felt absolutely girly, but in a good way. She liked it.

Helga smiled at herself. The reflection smiled back. In the background, she saw her friend waiting impatiently in her black and blue bubble dress and black feathered mask and knew it was time to go.

She followed Phoebe out of the bathroom and onto the dance floor, her eyes searching the crowd for a football shaped head. Most people at the dance where unidentifiable from the next, not only because of the masks and the…interesting state of dress some came in, but because of the darkness and strobe lighting. In one corner she thought she saw Rhonda, in an elaborately embroidered and expensive looking Victorian style dress, being harassed, as usual, by Curly, who had decided to dress in the one of the darkest, most realistic-looking outfits on the dance floor. Considering the situation, he looked just like Erik from the Phantom of the Opera, complete with both altered mask and flowing cape.

Curly, long known for his craziness and intense crush on the rich girl, was pleading wholeheartedly and loudly for a dance with "his fair Rhonda".

Helga watched with amusement as the beautiful, snobby rich girl flatly deny him again and again. Curly, on his knees, stood up suddenly, perhaps to use his height to intimidate her, but ruined it with his quivering lips and teary eyes. Maybe not, because Rhonda gave up and exasperated, took his hand as he joyfully lead her onto the dance floor.

Wow, well, she changed her tone quickly, thought Helga. Don't supposed I can do the same thing to coerce football head into dance with me, but nice tactic. She took another look around herself, but the floor was full of too many gyrating teens for her to put all her efforts into searching for him, so she move off to the side near the punch table to search without getting elbowed by dancing idiots.

As Helga watched Curly and Rhonda take the floor she quickly spotted Tall haired boy among the masses of people already dancing. Phoebe must have spotted him too because after asking if it was okay to leave Helga by herself to pursue her crush (in which Helga of course complied) took her leave and it wasn't long till her Asian friend started bouncing to the beat with Gerald.

Helga's heart beat fast with anticipation. She knew well that where Gerald could be found her love would naturally follow and she couldn't wait to see him even though she knew it wasn't probable that they'd dance lest talk together. All she wanted was to see him, and although she would never admit it out loud, it has become near habit for her eyes to search for him.

And as her eyes normally finds what it looks for there he was. Arnold had just arrived and ambled over the dancing mob to get to Gerald and Phoebe and then started talking enthusiastically with the couple. Phoebe immediately sent Helga a 'go ahead and get him' look and nudged her head in Arnold's direction in which Helga suddenly felt cold. Arnold must have seen the look for after a few words later Arnold left, twisting around people, trying to make his way to get to… her.

Helga tried her best not to runaway.

"Hey Helga," Arnold said in that jolly way of his. "I just wanted to come over to thank you for convincing Phoebe to come to the dance. Gerald and her are having a great time over there!" Arnold pointed out and grinned at her in which Helga tried not to melt. Time to resort to old measures.

"Yeah, well it wasn't a problem, football head!" She snorted and folded her arms trying to subdue the warmth growing in her chest but then remembered her intent on talking to Arnold like a normal person and unfolded her arms. "I mean, Phoebe deserves to be happy and she really likes the guy so I thought this was just a good idea. The only reason I came is to support her so it makes me feel good to know she is having a nice time over there," Helga sent a look to the couple as Gerald twirled her friend. "But I swear Arnold that if Gerald breaks her heart I'll be there to break his neck."

Arnold laughed at that and Helga hoped that she was doing a better job at talking to him normally. Well at least she didn't attack him verbally. She just threatened his friend. "Nah, Gerald will never do that- he likes Phoebe so much," Arnold stole a glance at Helga. "You know you look really pretty tonight, Helga." Helga felt her face heat up and could say the same to him. Dressed in a black tux and had his blonde hair slicked back and without a mask to hide his electric green eyes he looked incredibly attractive. In fact she was going to tell him so had a brunette girl in a silky red dress interrupted her. "Tiffany!" Arnold exclaimed in a happy surprise. "I didn't know you were here, wow you look stunning." he said his eyes lowering down the showy dress of hers and back to her mascara heavy eyes.

"Yeah," She said looking deeply into Arnold's eyes. "And I came here to spend the night with you so you wanna' dance or what?" The brunette put her hand on her hip and smiled and Arnold looked taken by her. He looked to Helga remembering her and Helga immediately told him to go. Arnold seemed happy for this and took the brunette's hand and brought her to the dance floor.

Helga felt a mixture of feelings. She felt sad, angry, lonely, and hopeless; Hopelessly in love with Arnold like she has been for the past number of years and wishing she was the girl dancing close with Arnold instead of that brunette. She was so taken by emotions that she had so long tried to ignore and hide that she felt the tears welling in her eyes. And here she was actually trying to have a real conversation… immediately Helga went to get punch and drank four cups before walking to a deserted wall and tried looking anywhere else but at Arnold and that girl. After twenty minutes trying and failing she let out a growl. "Argh!" Helga said slapping her hand to her forehead exasperatedly. 'Stop looking at them, stop looking at them, just STOP LOOKING AT THE-'

"Need something to take your mind off of someone?" Helga looked up from her self yell at a guy a head taller than her with a black mask, tux with a single red rose placed in his breast pocket, blonde hair and murky gray blue eyes. 'Just how did he… I thought I was alone.' Nonetheless Helga resorted to her normal indifference. "None of your business." She scowled. The boy just smiled in a nice sort of way.

"You're right," he said in his low voice looking over the dance floor. "But I was wondering if I can have the honor of participating in a dance with you, if isn't infringing on your time." He said and returned his gaze towards her looking into her eyes so deeply that it unnerved her. "Well, yes," She said with a frown. "I'm actually busy." 'Busy staring and wishing I was the girl being held by Arnold.' The guy seemed steadfast however.

"Well that's okay. May I then accompany you and stay here by your side?" He looked at her in that unnerving way he did before and Helga folded her arms over her chest and avoided his eyes "I don't own the place so do what you want." He then settled leaning like she did on the wall watching people, only that now she wasn't watching the normal two like she had before. As he was leaning next to her almost inches apart all she could think of was who this guy was or just why he was so adamant in being by her side. 'What's his deal?' Helga thought to herself as she tried to focus on the couple she was only moments before trying to avoid looking at but now couldn't. By this time she didn't know which was worse, watching with heart wrenching love and jealousy while Arnold danced with another girl, or trying to watch them again but failing because some mystery man was distracting her. She decided that both were bad but the latter was not as much and turned to look at the said boy only to find him staring at her. He only blinked when he noticed she had caught him but had not turned away.

"Why are you staring at me?"

"Because you're beautiful." He gazed at her for a couple moments before looking away, murky gray blue eyes staring off into the sea of moving dancers. Helga stared at the profile of his face breathing shallowly. What, now he's playing some sort of cliché on her? She took a breath and looked back on the dance floor at her smiling friend being held by Gerald and then Helga eyed Arnold who was also very happy looking. Here she was standing in a flux of bad emotions when she could be out there having fun like everyone else. Looking back at the guy she took a breath and decided what the hell. "Do you…" She began directing his attention back to her. "You want to dance now?" She looked up at him and he seemed surprised and he opened his mouth as if to say something but, as if the words have lost him, just smiled in a handsome kind of way and held out his hand. Helga, wondering what she had got herself into, took it and walked to the dance floor in which as timing and her good luck permitted was the beginning of a slow dance. The mystery man then placed his hands firmly but gently on her waist as she hesitantly put her arms around his neck and he began to lead, swaying her softly to the tender beat of the music.

Helga didn't know how to feel emotionally in this moment. Here she had her arms wrapped over this mystery man's neck breathing in the nice scent of old spice that came from his skin and feeling a cozy sort warmth that seemed to encircle Helga as he held her. But her mind was a tangled mess. She kept on thinking of Arnold dancing with another girl, how Arnold called her pretty, and how desperately in love she was with Arnold. It seemed to her that the more she danced with him, another guy, the more she thought of the only boy that she loved for practically all her life and how she not only would not, but could not possibly be enjoying this. "Stop thinking of him." he said softly in Helga's ear. She felt frozen. That was exactly what she was thinking, but how? "Your rigid and stiff. You need to relax and enjoy the dance so empty your mind," He pulled her away and twirled her and smiled comfortingly as he brought her back and said with a small touch of playfulness "And stay in the moment with me."

Helga raised an eyebrow as she began to rest her head on his firm chest. "And who may that be?" she said listening to the soft rustle of his heartbeat against her ear. He was quiet for a while before answering. "In a world where nature holds no names and there are only emotions of the soul which does not speak but feels, I am nothing but the passion of a maddening storm inside a chained heart that pulsates with a boundless dream of love." Helga looked up confusedly at the mystery man and he let out a short small laugh. "In other words my name is of no concern and what matters is the here and now with you."

"Meaning in more blunt words- I'm not telling you, right?"

"It's better for you if you not know."

Helga frowned but decided it didn't matter. She was probably never going to see him or talk to him again, so why not just enjoy the dance? Helga closed her eyes as she leaned her head against his chest again and let the mystery man lead her rhythmically through the smooth movements of the dance. Soft scent of old spices, warm arms securely holding her to him, and a soothing melody all around her that calmed her fast moving mind. If it wasn't for the feeling of firm feet and heels planted on the floor she would have believed that she was floating in a dream than moving in a dance. She opened her eyes to steal a glance at him only to find him looking at her again. Helga sent him a smile in which he turned away with a blank face, save for the tint of pink that was beneath his mask and cheeks. Helga laughed out loud; she made mystery man blush! But after she chuckled she noticed that he visibly stiffened and she wondered if it was right of her to have laughed at him, only to see that he wasn't looking at her but somewhere off in the crowd. Standing more taller than his relaxed position before he gently but much more firmly lead her into the dance, however now it seemed much more like they were going across the dance floor with a subtle intention than just rocking to the flow of the music. Helga felt incredibly confused. Was this mystery man trying to hide her from someone and bring her to the dark corner of the dance floor, or was her mind playing tricks on her? Suddenly the music had come to an end and he pulled away from Helga, took the red rose from his breast pocket and slipped it into her fingers. He looked deeply into her eyes again, murky gray blue into her own and then slowly leaned in close as if to kiss her but stopped short a couple inches. "Thank you, Helga, for the dance." and then he pulled away and started to walk away had Helga not grabbed his arm.

"Who are you," Helga said urgently, suddenly wanting to know. "Please, tell me." He turned his head to look back at her and smiled. "Only someone who is lost in love with you." and as Helga dropped her hand in a kind of shock she watched him disappear off into the shadows without looking back.

It seemed like she was only there for a few seconds when a silent, yet increasing fear made it's way toward her. She looked down.

Either someone just spilt punch on her new fifty dollar shoes or a flash flood just crashed the high school dance.


A/N: Something of a cliché, but I thought it was cute. Helga's really close to falling in love with Brainy, it's just that when someone's on the brink of a new romance, they have to make a decision: should I stay or should I go? Ironically, once Helga realizes she can love another her old feelings for Arnold intensify. It really is hard to let go.

Oh and about reviews…I think I figured that considering the fandom and pairing that I decided to write about, I shouldn't worry about not getting all that many reviews. I'm happy to be writing a story that I'm really interested in and I'm glad that some people think so too. Just, it'd be nice if more people wrote what they thought about the plot and characters. It would help with future chapters and it really is encouraging, especially when I get writer's block. Anyway, thank you to all those who've reviewed previously, especially the ones who've reviewed multiple times! I'll try not to let you (and myself) down!