With the carnival being a success, the school organized a school dance. It was a bit laughable with the cheesy decorations and horrible sound system, but everyone seemed to be having some fun. Everyone danced and when, Helga excused herself to use the restroom, Arnold went outside to get some air.

Going through the doors, he spotted, Lila just standing there looking ahead of her, making him walk over to say hi. "Hey, Lila. What are you doing out here?"

Lila avoided turning her head to look at him. She hoped no other guy would speak to her. "Just getting some air and thinking."

"Are you alright?" Concerned he tried to read her face from just her profile.

"Well, Brainy is sick, and I shouldn't of came because I'm feeling oh so much not like myself, Arnold." Taking a chance, she looked up towards him. "You look so handsome tonight, Arnold."

The way she spoke that complement sounded like, Helga a little when she was feeling... Arnold stopped his thought process as he took a step back. "Uh thanks, Lila. You look nice yourself."

Not reading his body language, Lila stepped closer. "Do you know what pregnancy does to a female? I heard about it, but now I'm feeling it. I know it is still early, but I can't help but think things. I even looked at, Harold wrong."

"Oh... Uh, want me to get one of the girls to talk to you?" Yeah, this wasn't something, Arnold wanted to talk about with the way she was walking towards him even as he kept stepping back.

"Helga is so lucky to have you all the time. I adore, Brainy, I do, and if he was here, he'd help." Lila felt desperate. Felt clouded with lust as her thoughts drifted to, Brainy.

"Yeah, let me get one of the girls." Starting to turn away, he was grabbed hard by, Lila, and forcibly kissed. Arnold vaguely heard footsteps running off as he pried her away from him. "Lila!"

Blinking at realization of what she had done, Lila turned red. "Oh! I'm so sorry, Arnold. Oh gosh. I don't feel that way for you, but... Oh god." She should of stayed home. She kissed him. Kissed another girls boyfriend. Oh she was awful. Helga is gonna kill her.

Helga came walking up to, Phoebe, disturbed. Telling her that she had to leave now, Phoebe kept asking her where was, Arnold. "Arnoldo had, Lila plastered to his lips." Shaking her head of her thoughts, Helga took off out of there.

Phoebe's eyes went wide as she turned to head out the door to find, Lila crying her eyes out, and Arnold looking very uncomfortable. Storming up to them both, Phoebe tried to focus on the both of at the same time. "What happened?"

Hearing rushed footsteps coming out to join his girlfriend, Gerald looked over to his best friend. "Hey, Helga hopped into a cab. She looked upset."

"She did?!" Arnold was about to run off when, Phoebe blocked him.

"Why were you kissing, Lila? I thought you were over her!" Phoebe screamed out. "Helga saw you both."

Lila started to cry more heavily. "Oh I'm oh so sorry, Arnold. I shouldn't of came. Oh being pregnant is not fun."

"What?" Gerald was loud. "Did you say, pregnant?"

"Yes and the only ones who knew were, Arnold, Helga, and Brainy." Sniffling, Lila wiped her nose. "Brainy is the dad. Please keep this a secret."

"And the kiss?" Phoebe will ask about her pregnancy later after this situation was rectified.

"Hormones. I wouldn't of attacked, Arnold." Sniffling, Lila looked apologetically over to Arnold. "I'm so sorry, Arnold."

Arnold couldn't deal with this right now. Couldn't look at, Lila. The most important person he needed to get to, ran out the door. Hearing, Lila yell out that she was sorry, Arnold didn't want to bother with the apology right now. Running to the parking lot, he jumped into his truck and tore out of there.

Reaching the boarding house, Arnold went inside, and ran upstairs to her room. Knocking on it, she wasn't answering so he checked to see if it was locked, and turned the knob to find she wasn't in there. Looking towards his room, Arnold went upstairs to find it empty. Hearing someone come up the steps, Arnold turned to see that it was, Arnie.

"Have you seen, Helga?"

Arnie blinked as he ate his ice cream. "I just got back, so no."

Looking up towards his skylight, Arnold went up the ladder, and popped his head out to find her standing out there. Breathing a sigh of relief, Arnold climbed out observing how she looked right now. Her expression was somber in profile. Her arms were crossed over her stomach. Arnold watched at how the slight breeze played with her hair and the hem of her purple dress.

Helga could see him standing there knowing he was feeling as awkward as herself right now. When Emma kissed him, Helga knew automatically it was just some trickery. Seeing him with, Lila's lips on his was just unsettling. "She kissed you." She didn't know how else to begin, so it was safe to blurt out the statement of fact right now. "I was almost tempted to go to a hotel for the night, but I have a homicidal father out there."

"Lila is being very hormonal now with the pregnancy. When I heard her talking in a way that made me uncomfortable, I was backing away from her. I told her I was gonna find you to talk to her." Arnold explained while taking a few more steps forward. "Helga, she grabbed me. She kissed me. I pushed her away. I didn't and would never kiss her or anyone else, except for you."

Turning her head, her mouth almost twitched into a smile. "I do trust you. I know it seems strange with how I ran out of there, but I do." Now facing him fully, she continued to speak. "Hormones or not, she should of known better. Should of stopped. Right now I feel betrayed by her. She told me that she thinks of you as her brother, and there she is plastering her lips on you." She shook her head.

Closing the gap, Arnold wrapped his arms around her. "I'm happy that you trust me since I would never ever do that. Lila kept apologizing, but even I can't accept it right now when my concern was for you. Phoebe came out instantly telling me that you saw."

"Would you of told me if I didn't see it?"

"Yes." He answered promptly. Bringing his hands up so he can cup her face, he tilted it up so he can observe what was happening in those eyes right now. "Helga, I wouldn't keep a secret like that from you."

"Oh? What type of secret would you keep from me?"

Arnold loved the teasing tone she placed in her voice. He should of washed his mouth out before coming up here. "It's just something embarrassing that no one else knows about. Not even, Gerald knows."

Studying how his face turned beat red, Helga pinched his rear. "Spill."

He couldn't believe he was gonna spill it. "I once sang, 'I feel pretty' while I had my baby blue pajama's on with a sun printed on it. In fact I would look like, Eugene when he goes on and on, singing show tunes."

Helga didn't laugh, she smiled lovingly at him. "I once tried to sleepwalk all the way back to, Hillwood. There was no other food in the house. I was angry and upset at my family, so I ate pork rinds. Kept sleep walking after eating that crap. I remember waking up one time in middle of a show tune in the middle of a train station. Talk about embarrassing."

Chuckling at the both of them, Arnold nuzzled her nose. "We will one day have dorky children one day."

"Hey! They'll also be amazing." Helga argued back playfully.

"Do you mind if I excuse myself for a moment, Helga?" Hearing a positive to his question, Arnold went down through the stairwell instead of his room in order to use the bathroom. He at least wanted another dance with her and to wash his lips from what happened earlier. The only one allowed to touch him was his fiance.

As Helga waited for him, she felt shivers running up her spine. It was a warm night, and actually mildly pleasant. Scanning the rooftop, there was no one up here with her right now making her focus elsewhere. Was she being paranoid? It felt like the most searing death look was staring her down. Trying to widdle her away. The last time she felt it was when... Stepping back suddenly from the edge, Helga made her way through the stairwell locking the door behind her. Breathing in and out rapidly, she had to find, Arnold.

Reaching the bottom step, she ran directly into, Arnold. "Sorry." She was panting hard.

She was calm when he left her, what happened? Holding her by her arms, Arnold decided to remain calm. "What happened, Helga?"

"I didn't see him, but I felt him, Arnold." She was gripping to the sleeves of his shirt tightly. "Every time I got that feeling he was always close behind."

Kissing her forehead, he told her to wait there for him while he made sure all the windows and doors were secure. Coming back, he wrapped his hand around her waist to guide her to her room. Sitting her down on her bed, Arnold noticed that she was shaking with her eyes darting around with each sound she heard. Sitting beside her he wrapped her up in his arms.

"I'm here for you, Helga. Always will be." Arnold promised.

Without a word she stood up. Quickly removing her dress, she was only mildly aware of him seeing her like this as she turned her back towards him to remove her bra. For, Arnold, he couldn't help but watched entranced. They hadn't even gotten to this stage. They always touched over their clothes. He had ran his hands inside her shirt and shorts a few times, but never seen almost the whole like this before.

Studying her backside, Arnold noticed a slight scar here and there from the years she endured under, Bob. Helga deserved nothing but good. Moving forward, he placed his hands on her hips to bring her towards him. Taking in her vanilla scent, Arnold moved his head forward to press a kiss on one of her scars. He heard Helga's change in her breathing pattern. She was aroused. Softly, he moved a hand up to caress her silky skin.

Feeling weak kneed from his touch, Helga sat down on his lap to lean against him. It was a move that spelled trouble between them with the way his hands moved around to her stomach. Feeling him kiss her bare shoulder gave her goosebumps. Tilting her head back to rest against his shoulder, she felt his hands move up causing her to feel excitement.

Arnold tried to remain a gentleman to her, but the way she felt against him was too hard to pass up. "Do you want me to stop?" His voice was low. Seductive.

How could she answer that question when it felt so good? Turning her head, Helga brought up one arm to turn his head towards her. Their eyes met with so many unsaid things right now. There was no need when their body language was doing all the talking. Pressing her lips against his, she felt that amazing rush to her body. His hands began to move.

"Can we cuddle like this tonight?" Helga's voice was soft. She felt entranced.

Lifting her up, Helga used her hand to pull down the covers so he can lay her down. Removing his clothing and shoes, except for his underwear, he slid under the covers. "Anything you desire." He murmured lovingly as he wrapped his arms around her.