There was no more music as he flicked the lights back on and the spotlight off. He could see from the new balcony in the middle of the auditorium that Helga was storming out of the room with Lila and Phoebe behind as it seemed that she had made some sort of excuse to go the nurse. Amongst the rest of the class, there were shouts on who betted right and wrong – although no one really had won in the first place. They all betted that Helga was indeed a horrible singer.

But Brainy knew that she could perform. It had always been a gift of hers. She had directed the Food Groups play, starred in the school's Romeo and Juliet, done standup comedy, and unknowingly to everyone else – he saw the Babewatch episode she and Arnold had been casted in. Plus, he had always heard her monologues about his classmate. Helga had talents that many people didn't have. Anyone could see that she didn't show off them like others would.

That was what made him sort of upset with his other classmates.

He kept frowning as he went about the area fixing all of the lights until he heard them coming closer to the door – most likely leaving. Music class should have gone on longer. On the other hand, and he could see Mr. Simmons too had realized it, that once Helga was done on stage, she would have blown them away into oblivion and out the exit. As he was about done adjusting the spotlight, he heard his teacher. He glanced down to the floor.

"Brainy, once you are done with the lights, we'll be in the art room on the third floor! Thank you for helping us out today! " He had his briefcase in one hand as the other waved with a smile on his face. The boy let go of the fixture with his right hand and gave him a thumbs up as a way of responding. That alone made Mr. Simmons happy since he knew that Brainy didn't talk much. So he continued to walk out the door leaving the blonde alone.

He was still angry though as he finished, a deeper frown as he gathered some cords and put them out of the way so there would be no tripping.

Ever since preschool, he knew of Helga's feelings for Arnold. In any case, it seemed that was the trait about her that he most liked and appreciated her for. Not everyone could claim that they were in love and actually mean it at their age. It was mostly "I like-like him or her." But never love. He had heard enough of her affection from her secret moments that she meant it.

But it pained him to see that she had no choice but to do that – hide away. Arnold was a good classmate and probably the most understanding one at that. If anything, he should be the one that would most likely have feelings for her because he too knew that Helga was more than she seemed to be on the outside.

The balcony was tall and rickety, so Brainy knew he had to finish up for the day. It was made out of three levels of wooden floorboards, some black piping to hold it up with screws, and with a ladder on the side. He had left his books down at the bottom so that he wouldn't have to carry them up. There was already enough strain since he had very little muscle to even lift himself up and down. So he climbed over the side and descended down the steps.

Helga was a good person and he considered her to be a friend, sometimes more. But he was never sure entirely. On the one hand Brainy understood that she loved another person, and he respected that. However, Arnold was very dense and when he liked girls it never lasted that long. Plus, they have different ways of going about life. And it would hurt Helga in the process if her love didn't understand how she would like to live. And, well, he wanted to protect her from that.

Landing on his feet and grabbing his dusty English books on the floor, he headed upstairs. Pushing his way through the door, he could see that the yellow hallways were empty as he walked. Fortunately the stairs were just ahead on the right and around the left corner from there. His steps were light and he liked it that way. He didn't care if he wasn't noticed. If anything he felt as secretive as "Anonymous", or otherwise Helga. He made to the stairs as he continued his train of thought.

She had put so much effort into making all of these Arnold-themed projects, from her poems to her locket. There was no denying, even to him, that he had just about as much of an obsession with her as she did with Arnold.

Now, as he shook his head with a smile (and still wheezing), he went into the third floor hallway, legs still feeling sore from the ladder and the stairs.

But with all of Helga's hard work, and if Arnold just dumped her flat, then she would have wasted her time on someone who could never care for her in that way. And that was where he wanted to protect her and encase her in a world of happiness even if it wasn't perfect. But that was where Helga was mistaken. From hearing her monologues over the years, Brainy had come to the conclusion that she thought Arnold was perfect in every single way.

And that was what love would do to a person. Even with all of the mistakes Arnold had made, she still loved him – another reason why Brainy saw her as a friend. Even with all of her punches too.

So yes, he was confused. He accepted her love for another person, making it more of a friendly matter. But if he hurt her, well the wheezing boy wouldn't have her suffer for very long. Helga hid her emotions well from the world. If she acted fine on the outside, and it didn't seem right to him it was obviously because she was hurt.

Possibly, he saw her as more of a sister than anything else. He wanted to be her friend, and wouldn't mind it if she talked face to face with him about Arnold or any other guy that she may come to love in the future. But he was protective. So that had to count as being a brotherly figure.

Still, there was no one in the halls and no sounds except for the random teacher lecturing in classrooms and students talking when there was nothing else to do. Unfortunately, the art room was at the end of the hall on the right next to one of the other staircases. Brainy, grabbing a tighter hold of his books, continued to walk until he passed by the girls' restroom on his left.

He could hear distinct shouts and sobs, surprisingly it sounded like Helga. She never cried, at least not over anything he could think of – except Arnold. It also sounded like Phoebe and Lila were in there too. He frowned again. Looking left to right, he moved down the hallway a bit more (but not enough distance to where he couldn't hear her) and sat down in front of another fifth grade class's lockers and pulled out his English book pretending to read in the hallway as a punishment for misbehaving.

Maybe he could get questioned. But he never talked so why would it matter? He wheezed silently so that he could hear.

"Why? How could have I been so stupid?"

"You're not stupid Helga. You were given the song and had to perform it eventually," Phoebe replied.

"Yeah," she sniffled, "But I should have done another one though. It wasn't right since I'm trying to get over Arnold now. What if someone finds out? I mean, I did go to all of that effort to impress Arnold in the first place!"

Wait a minute. Brainy actually stopped wheezing and stared at the door in shock. Helga was getting over Arnold?

"Helga, I'm ever so sure that no one figured it out. They were all ever so amazed at your singing that I don't think they knew that it was meant to be for Arnold."

"Lila's right Helga. Even if Arnold ever learned that it was meant for him then I'm sure he wouldn't criticize you for it either."

"How do you know huh? Pheebs, he rejected me remember? On the FTi building? Hello! He's already done enough. That's why I don't want to deal with him anymore."

He put the book beside him as his hands turned to fists. He knew his protective self was coming out – and he felt the new anger rise in his throat. Arnold rejected Helga!

"No, no Helga. You're obviously still ever so in love with him. And if it was, as you stated, a "heat of the moment" scenario, then maybe Arnold's just confused about how he feels."

"Yeah right! I did a one-eighty on him Ms. Perfect! Who could ever fall in love with someone who tormented them for most of their life?" There was a sadness in her voice as it was clear to Brainy that she was crying harder now.

"Well, if you apologized -" Helga's feet stomped back and forth in the stalls.

"I have tried Phoebe! Several times! Remember the magic show he did and I went missing? Well I realized that I shouldn't have been so hard on you guys and started to tell you how sorry I was. But then Sid called out for intermission right in the middle of my speech! And there were so many other times than that. The truth is, I'm not meant to be forgiven for anything. It's, it's my entire fault."

"No it is not Helga." Lila sounded like she was trying to reason with her.

"Yes it is! You guys don't understand that! I mean, Lila you are always nice and considerate and everyone likes you. And Phoebe, you're smart and a good person, and you help other people. It's no wonder why no one hates you. As for me, well I – I just don't deserve it alright!"

His eyes shot wide open in both shock and sadness, but his fists unraveled.

"Oh Helga. Is that why?"

"Why what Princess?"

"Why you don't think you can be your nice self in front of other people? And why you don't deserve Arnold's love?"

"No one can see beyond my past actions besides you three, but I can't let Arnold into my life anymore. I mean, I'm already a mess. He's too good of a person to pull him into my web of crap."

"But Helga, what about the plan for Arnold to win? What if he finds out you wrote the essay? That is if you still want to."

Wait a minute. What did Phoebe just say? Brainy started to stand and walked closer to the stairwell where he just climbed moments ago. It seemed like the conversation was going to take a drastic turn for the worst. And if Helga found out he was eavesdropping on them – he gulped.

"What do you mean if I don't want to Phoebe? Of course I do! I love the boy after all!"

"We know about that. But if he does find out-"

"He won't find out Lila. Remember, I told you guys this. Look, it's not going to be easy on me and I appreciate you guys caring so much. Believe me. But I can't have you guys swaying my mind about if I should have feelings for him anymore. Just, accept the fact that I'm done, I'm rewriting the essay as an anonymous thank you to him, and we go to San Lorenzo if he wins to find his parents. That's all."

"But Helga-"

"Let's get to art class you guys before Mr. Simmons gets suspicious ok?"

The door opened revealing the three girls. They didn't look in his direction as they made their left down the hall. Helga was walking ahead, and even though he couldn't be sure, it briefly looked like her eyes were red from tears (which he knew that she would say it was from exhaustion if anyone asked). And Lila and Phoebe were right behind her, giving sad glances at her and each other.

Brainy continued to stare as they went inside the art room. He just couldn't believe it. Helga was actually giving up on Arnold? And it seemed like he rejected her? Even though Lila did say it was most likely in the heat of the moment, still his heart went out to Helga. But she was still going to help Arnold – find his parents? What did San Lorenzo have anything to do with Arnold's parents?

Either way, she was devastated. And she could only hide herself more. Brainy couldn't believe that Helga would go to such selfless lengths at helping someone she loved – and she never would get the credit. She never truly got the credit she deserved for some things that she had done.

Fists tightened around his books, Brainy made his way down the hall, almost stomping himself. He could hear some doors opening as the occasional classroom would notice him. But he didn't care in the least. Although he knew that he couldn't change her mind, he was going to do something that would make her feel better. And he knew just what it was too.

After all, he spent years of watching her in secret – including seeing some of her pieces that weren't Arnold-related that no one noticed.

Finally, he just made it into the art room. Purple walls, low bright lighting, and green tiled floors with wooden tables – it was a mess all over the place. As they all were kids so it was only natural that the room didn't look at its' best. But at least the good news was that Brainy sat at the other end of the long table from the three girls. That meant that he could keep an eye on Helga.

Mr. Simmons was helping Harold out of some sticky glue that had got all over his hands from squeezing too hard on the bottle. Brainy wanted to just sit down, but he had to let him know that he was here. He walked over and tapped him on the shoulder wheezing as if nothing out of the ordinary had just happened. Like Helga, he too could act very well in moments of crisis.

"Oh hold on Harold," at the feeling of the boy tapping him. The man turned his neck and looked down as Brainy waved his hand quietly. "Uhhh," he wheezed again, "I'm here." Mr. Simmons smiled as he went back to the gluey hands. "Hi Brainy! Glad you're back! You can go back to working on your special project."

He just shrugged and made his way over to the table, passing by a student or two that were in his way. As he went closer to his seat, he didn't look it, but he was glaring at Arnold. He happened to be sitting next to Gerald over at the table beside his. He knew that he wasn't entirely sure, but if what Helga did say was true, that he did reject her.

All of the paints, crayons, and colored paper were in front of him as he sat down in his squeaky chair. The sound made the others around him cringe including Helga. She stared at him.

"Crimeny Brainy! Why don't you just sit on the table! At least we won't have to mess up on our projects because of some stupid distraction!"

"Helga." Arnold scolded, as if to tell her off.

Helga just ignored him. She went on with her work as Arnold went back to his sculpture of a baseball. Brainy had to admit it was good. It was orange with blue stitches made of modeling clay on it. And in scribbled handwriting it said "Mickey Kaline" on the front. He followed his eyes back to Helga, Phoebe, and Lila.

Phoebe was working on her new appreciation for her culture – origami. It was apparently a cherry blossom in pink paper and had red paint on it for detail. At the same time Lila was working on a knitting project of some sort. It was too early to tell what it would be, but it had a nice purple yarn.

However, Helga's art project was concealed (which wasn't surprising). He arched an eyebrow as he turned his attention back and forth from the supplies on his desk to her. Listening to muttered scrapes, he saw her use a red tool - probably the length of a paint brush. He had finished his painting of a vase in the classroom last week. Right now, Brainy couldn't think of what he wanted to do. His hand held his skull as he stared at the girl.

Another scrape.

Somehow wheezing and sighing at the same time, he stood up and walked by the two girls and turned to Helga at the end of the table. She was using some sort of material that he hadn't seen before in the room. It was black on top and white on the bottom. And she was taking away the black to show some picture of a Nancy Spumoni Snow Boot. Her hands were moving so swift with small details. It looked so real…it was unbelievable that a fifth grader, let alone Helga, had this kind of skill! It was the kind of artwork that was beyond any expectations.

Her gaze was so fixed on her project that she didn't notice that he was there, breathing. Lila stared up at him before turning to Helga. "Umm, Helga?" She was still focused, working on the heel of the boot. She mumbled, "What is it?" Her ponytail was hanging over her shoulder. The red haired girl reached out and touched her hand causing her to see him when she straightened back into her chair.

She scowled with her arms crossed after she set aside her tools. "What do you want?"

Brainy wheezed with some nervousness. He had to do this. She needed a genuine compliment, especially one that didn't involve any sort of bets or other painful confusion.

"Uhhh…what material…are you….using?" he asked.

Even Helga's eyebrow rose at him. "Why do you ask you dork?" She started to reach for the thing she was scraping with. Sounding cautious, he could still see the red in her eyes. Fortunately there were no tear stains.

"I…saw…..what you are…..doing…..And I…..thought…that it looks…amazing." The nerves ate at his stomach, sort of afraid by how she would react.

Her face stood still, and he felt that he did the right thing. Although he wasn't so sure because Helga appeared that she could faint at any moment. The shock also went around the classroom because no one had ever complimented her artwork. In fact, as he saw as they realized that none of them except Mr. Simmons had seen her work before.

They started to crowd around, Arnold included, and they didn't say a thing. First it was music class, and now this. His intentions were simple – he wanted Helga to feel like she could be herself. Singing apparently was already a part of her. Now, with this, it just might help. Who's to say that her talent only happens when she plays sports anyway?

Everyone once again stared at the talent Helga possessed. And she finally opened her mouth, apparently not aware that other people were around. She probably didn't fully take in the nice words he told her.

"Well, um, thanks I guess," staring down at the piece, "The, the material is scratchboard." She grabbed the tool to finish her work. "Basically I take this chisel, which I can actually switch it out and put in a different kind if I need it for another reason, and I scrape off the black to create a reversed image. And if it doesn't look right, I can add watercolor or ink later on." She set it down and picked up her finished piece.

"There I'm done," Helga actually smiled (which of course made Brainy grin too) and looked up at him, "But I don't have much left and you could only get it at an art supplies store." Some of the others groaned, having also never seen it before and wanted to try it. But there were others, mainly Lila and Phoebe, who complimented her as well.

Sad to say the good moment went away rather quickly. And it was all because of Harold, whose glue-free hands playfully walked over casually and stuck his finger on Brainy's nose. His glasses fell down the bridge. Harold's overly sized stomach jerked with laughter.

"Hahaha! It seems like you like-like Helga!" In fact, everyone started to snicker at the idea of having anybody care for Helga in that way. Brainy swiped away at his hand to lift up his spectacles. He could see that Helga was mortified, Lila looked across at her sadly, and Phoebe was scowling at the boy just about ready to attack him (he shivered at the reminder when she was hall monitor last year). But none of their expressions could never have matched Arnold's reaction.

Brainy saw as Arnold (the understanding, do-the-right-thing kid), unknowingly to the others (even Gerald who also was laughing), stepped aside and out of the room. And the anger was caught in his throat again.

He was mad at his classmates for making fun of Helga possibly never finding love and for not giving her the chance to be herself.

He was mad at Harold for causing her bully façade at school because Brainy remembered that Harold was the first one to make fun of her feelings for Arnold.

And, oh, he was mad at Arnold.

He had known for some time that Helga was in love with him.

And he chose to ignore her feelings and not deal with them up front?

Well, Helga wasn't going to be given this much crap anymore.

And the next thing he knew he turned into Helga as Harold landed on the green tiled floor in the purple art room - punched in the face and knocked out.