Disclaimer: The Hey Arnold characters belong to Craig Bartlett, and to him alone. That his characters have inspired such hubris in me that would see me attempt a fan fiction based on them, speaks volumes of my reverence of the man.

ICYMI: An intimate encounter, a narrow escape, and a rather risqué memento. What's an unsuspecting footballhead to do?

Anyway, the latest chapter beckons!

3. Capabilities

Unsurprisingly, Helga was out of Arnold's reach for the rest of the week. And it concerned him.

For as much as his peers welcomed a more reticent Helga in their midst, Arnold was one of few to consider it a bad development. Surely Phoebe would have picked up on the changes as well, but fuck no was he about to approach the little genius to compare notes and disclose details of his recent encounter with her best friend. No, he had to get hold of Helga herself.

Which was proving easier said than done.

Helga seemed to have an uncanny knack for sensing his presence and his intent, so he'd always miss her by just a second or two, no matter the time and place. End of class, lunch break, recess: all busts. Never one to give in easily to frustration, Arnold kept persisting. Still no dice.

Eventually, a change in plan. If he couldn't get to her, let her come to him. With that goal in mind, he found himself by her locker at the end of Thursday. He was thankful for the isolation as he slipped the note into the locker. He shuddered thinking what could happen if Sid, Stinky, or Harold were to catch him in this act. It would be something more embarrassing than the Iggy incident. Phoebe…her inquisitive mind would be stimulated to the nth degree. And Gerald, for all his discretion, would be infinitely more pressing with his questions. Questions which Arnold would never feel comfortable answering.

Anyway, the note was deposited and the waiting game began. It lasted the rest of the afternoon and carried over throughout the Friday. Still nothing. Not even a hint of acknowledgement from her. All the way to the final bell signaling two days of liberation. In contrast to his peers' joyous moods, he seemed disappointed that the weekend had arrived. It was this downbeat mood that he carried with him to The Sunset Arms where he spent most of the afternoon in his room, attacking Simmons' homework assignment with no particular ambition. Minutes became hours, segueing into fading light outdoors. At that point, he was finding the letters, numbers, and symbols of the assignment sheet indistinguishable from each other.

Time to call it a day. Time for some sleep. Maybe tomorrow—

Arnold…

What was that?

Hey Footballhead!

Helga? It was Helga's voice! From within the room! But where exactly?

Over here!

The voice was an urgent whisper, precisely weighted so to gather his attention without alerting anyone else. He scanned the area to no avail. She wasn't at the door, nor by the skylight.

Over here, Paste-for-Brains!

Dammit, where was here? Another scan of the room, nothing. The wall? Could that be it? Was she calling from within the walls?

Just open your couch!

OK, so now she'd moved on to issuing instructions. OK well, if she really was within the walls, then her instruction was indeed logical and reasonable. He complied. The couch swung open to reveal Helga, who quickly rolled off of it onto her feet and strode over determinedly to the footballhead. Before he could proclaim her presence, she was in his face. Before he could ask any further questions, she had embraced him and was kissing him with at least the same vigor she'd displayed in the sauna.

xxXXXxx

And as much as he wanted to protest, he couldn't. Not immediately, anyway. He felt himself temporarily surrendering to her burning passion. Returning her embrace, returning her kiss. Being helpless to her scent, her taste.

Temporarily.

"No! Wait, Helga! Wait!" Arnold was eventually able to resist her advance as he pulled away from her.

"Wait?" protested the blonde girl. "Wait? I've done nothing but wait since our last moment together. Let me tell you, Arnoldo! It took everything to keep my distance from you at school this week, otherwise…" – her tone then softened as she continued – "…otherwise I'm not sure if I'd be able to control myself."

Arnold's response hinted at him not being fully convinced. "So you were back to keeping up appearances," he accused her.

And Helga would surprise the both of them with the bluntness of her counter: "Well, it was either I keep up appearances or I try to fuck your brains out at every opportunity!"

The subsequent silence was as awkward as it was long…and it was long. Long enough for Helga to regain some much-needed composure and double down with: "Or is this not the answer you were hoping for?"

With that, she produced a note and held it up for his inspection.

"What are we now?"

The note he slipped into her locker! She'd read it!

"And to answer your question…" Helga continued, "…right now I'd consider us very good friends. Friends with benefits, if you wish."

"What?" a confused Arnold let out, clearly unfamiliar with Helga's definition of "friends with benefits". He had a suspicion that she didn't mean like Gerald, a friend with a cool video game system, or Rhonda with her epic parties. What were the benefits to which Helga Pataki was alluding?.

"Trust me, Footballhead," Helga attempted to reassure her lost companion, "you'll get the hang of it over time."

And having said that, she attempted another embrace on her beloved, only for him to rebuff her advance by slipping away from her.

"No!" he discreetly asserted. "This just feels off! It feels too sudden!"

Suddenly he felt his legs wobbling as the reality of his words set in. He needed a seat, and as circumstance would have it the couch was closest to him. He made his way there to be seated and continue his cross-examination.

"Helga, I'm confused now. It just doesn't make sense!" he resumed. "For the longest time, you've been all about how much you hate me! Then one day you get beaned unconscious and when you come to—"

Helga's interjection made it clear that she could see where Arnold's logic was headed. "Nuh-uh, Footballhead! The doctor said no permanent brain damage!"

"Are you sure?" Arnold countered, more out of concern than suspicion. "Then what's with the kissing and the panties and you letting me touch you on your…your…" – his discomfort at what he was about to say was palpable – "…private parts! And that's before coming here today and talking about wanting to…wanting to…" – more discomfort from him – "…do you really want to fuck me?"

It was clear to Helga that he'd never foreseen himself having to issue such words in his sentences, and so she let him stew in his surprise a while, maybe recompose himself. Anyway, he resumed with: "If it wasn't the beaning that caused this, then what!"

"Hey!" snapped Helga. "I resent the notion of having to be touched in the head to want to love you!"

"Then what, Helga!"

Shit! He wasn't taking the bait. He wasn't letting himself be distracted. That love declaration should have stopped his momentum dead. Fuck, she'd underestimated him again! It was too easy to forget how just as capable he was as she at sticking to a goal.

In this case, the truth. A truth that she oh so desperately wanted to tell him.

Their visit to San Lorenzo to retrieve his missing parents, their subsequent bonding on a level of mind, body, and soul. Then being ripped away to a cartoonier version of their world, away from her beloved through cosmic powers controlling both time and space. Giving those powers the middle finger and a loud "fuck you!" for good measure as she fought fate to end up in this world. Not the one she started in, but where she could at least mold her own destiny.

"Come on, Helga! Don't you have anything to say?" Arnold kept pressing her.

Except, if she went "truth, whole truth, nothing but the truth", even one as open-minded as Arnold would show her the door. But she had to answer him truthfully; he deserved to know the underlying circumstances. But how?

She took her time walking over to the couch, where she sat beside him and fixed him with the most solemn gaze.

"Arnold," she began, "have you ever been stupid enough to repeatedly say no to a good thing that was right in front of you?"

Curiosity now mingled with the footballhead's confusion and frustration; at the very least, he seemed willing to see her reply through to the end.

"I mean, you always make it a point never to give them the time of day. And it's unfair on them because they're always willing to give you every chance in the book and all you do is talk shit about them and give them hell every chance you get."

"Do you mean—"

"Not now, Arnold!" snapped Helga. "Let me finish, please!"

He did.

"Then one day…one day you realize that you've been the idiot all along, pushing away someone who doesn't deserve it. One day, you vow to make things right with them. Then you get beaned so hard that it could be fatal, and you could die just like that without a chance to tell them…"

She paused as her gaze took on a more yearning quality.

"…to tell them that they're not all bad and that you don't really hate them. In fact, you think they're really cute and really swell and that you might even love them!"

Arnold's eyes widened instantly at that last clause, but before he could respond any further, he felt Helga's embrace and hitched breathing upon him. For lack of any other option, he returned the embrace.

"Helga, I didn't know it went that deep. I didn't—"

He next felt the couch fold back into its recess, depositing him and Helga into the wall. Sudden movement, a bit of topsy-turvy, and there he was on his back, still partially on the couch, inside a surprisingly spacious area lurking behind the wall. He was further surprised by the ambient light within the area. And Helga knew about this? Clearly, given that she was still seated on the upended couch in a braced position. More than clearly, as she was waving the couch's remote his way with a mischievous little smile.

How did she know all of this?

Mulling over this point soon became moot as he felt Helga slither up to his side and swing a leg over his lower torso to straddle him.

"But enough of this mushy stuff, Arnoldo!" announced a still smirking Helga. "You've just heard the importance of carpe diem! What say we put it into practice?"

She'd done it again! Despite his overall confusion over her, she'd stirred up some of the most primal urges within him. Sure, he could rationalize how he merely wanted to talk to her about this new dynamic in their relationship (And he wouldn't be entirely wrong). But all of that was secondary: what he wanted first and foremost – what he'd also be loath to admit publicly – was Helga.

None of his contradictory thoughts stopped him from raising himself into a seated position to get face-to-face with her. Before he knew it, he was kissing her and she was returning his advances. Giving back more than she was taking as she nibbled on his lip. He was powerless as he let this – the latest of a bunch of new sensations he'd been experiencing with Helga – overcome him.

He next felt her hands on his sweater and offered zero resistance as she removed it, leaving his checkered shirt behind.

"There, isn't that better, Footballhead? A lot more comfortable, won't you say? Oh, and speaking of which…"

She trailed off before reaching behind her back. Her mischievous expression remained fixed as Arnold heard the sound of a zipper being undone.

"…how about some quid pro quo? It is quite stuffy in here…"

No explanation. None required as he watched the straps of her pink dress threaten to start sliding down each shoulder. A sight that made his pants feel one size too small around the crotch all of a sudden.

"Well?" she pressed on.

Resistance proved futile yet again as he helped her out of the pink garment. She was back to straddling him, this time in a slightly oversized undershirt. A sight that now made his pants feel two sizes too small around the crotch. Helga noticed his not-necessarily pained grimacing, and through their bodily contact was able to derive the reason.

"There's that tentpole again!" she teased. "Do you like what you see, Footballhead?"

Arnold could only nod back weakly.

"Wanna touch it?" she asked as she took his hands and placed them on her arms. "Go ahead; knock yourself out!"

And with Helga's blessings, Arnold let his hands explore her: her surprisingly firm arms; her hard abdominal area; her lithe, well-toned legs.

"Feels good, doesn't it, Footballhead?" asked Helga during his manual explorations, as if daring him to disagree. During this time, she was bolstering her case with her pelvis slowly grinding against his. By this point, the stuffiness of the room had started affecting her as well. Beads of sweat were forming on her head and as previously in the steam room, her hair was starting to wilt under the moisture. Elsewhere, on her chest, her undershirt had started clinging in places to her body. Even in the dim light, Arnold could make out her very attractive navel as well as a pair of nipples pushing with all their worth to break through the fabric.

And now his pants felt three sizes too small around the crotch.

"Helga!" he heaved. "You're so…beautiful!"

"Oh...I know you're thinking that, Arnoldo!" Helga responded, her voice just as heavy in the sultry environment. "I can feel how you're thinking that."

She capped her statement with a few more playful grinds of her groin against his. Arnold's expression seemed now to transition from pleasure to pain following this latest escalation. As ever, the change did not go unnoticed by Helga.

"Hey, Footballhead! If we don't get your pants off pronto, we might be in for a trip to the ER!"

By now, Arnold had decided that Helga was the more knowledgeable, if not experienced, party in the vicinity. As such, he'd be deferring all decisions to her. To those who'd admonish such reckless behavior from him, he'd counter that so far Helga's actions had seen him experience feelings of euphoria he never knew existed. And besides, she seemed to know what was what, plus he was still alive…

When he was done with his deliberations, he looked down to find himself minus his shoes, his pants, and his boxers. Between his legs stood his rigid acknowledgment of Helga's presence.

"Oh wow!" commented Helga, not at all unimpressed. "Someone's been looking forward to this moment!"

And there she was, back to straddling him. Resuming her grinding motions, clearly getting worked up as she commented more and more breathlessly: "So much better…hey, Footballhead? No more pants…mmm…to hold you back! Sweet freedom! Feels so good…doesn't it?"

Moments later, it became obvious to Arnold why Helga had become breathless in her speech. Down there, it felt skin-on-skin: she wasn't wearing panties!

In keeping with her sixth sense for reading Arnold's expressions, Helga proclaimed: "What else were you expecting, seeing that you haven't returned my panties from the steam room!"

"I wanted to give them back!" Arnold protested. "I just couldn't get hold of you. I even washed them with my laundry so that—"

A finger pressed against his lips, bringing his meandering quickly to an end. "Hush, you kind, caring, and considerate little sap! Before your rambling turns the concrete back to jelly!"

A new urgency had colored her voice, a sense of yearning as she looked him solemnly in the eye to explain herself. "Arnold," she said, "please let's not overthink this moment. We can dwell later on the reasons, we can unpack all we want to about right and wrong. But now…" – she leaned in for a lingering peck on his lips – "…let's just enjoy each other to the fullest!"

Arnold, after a lengthy pause, eventually nodded his agreement. He next felt Helga's grip on his shaft, guiding it somewhere.

"It's OK," she reassured him. "First one's on me. Just relax and follow my lead…"

What followed was a bit of guiding. A bit of shifting and fidgeting and squirming. Finally, settling, as if a goal had been achieved. Then…

OH MY GOD!

There was tightness, there was snugness, there was a hint of friction, there was heat, all translating to pleasure in his brain as he'd never before encountered. It was making him unaware of everything in life except the girl in front of him.

His disbelief was wide-eyed as he uttered a question he was surprised he could voice at all. "Helga…am I..? Are we..?"

"Shh!" Helga whispered back. "Just let it happen, Footballhead."

And so it began. A rhythmic rocking motion. Helga in full control as she remained unyielding to the rhythm. Her moans soft, warm. So erotic, so pleasing to the ear. Arnold holding on to her hips. Instinctively, not wanting to let go, no matter what. Surprised at what was happening. Surprised that this act, or any act, could ignite such intense joy in a person. Surprised that any person was even capable of feeling such bliss.

And how did she know about this, she who was Helga Pataki? Right that moment, he couldn't say. Right at that moment, he didn't care. It was just him, Helga, and their combined rhythms.

The musty environment continued playing its part. Helga's sweating had become more profuse so to render her undershirt translucent in places. The garment was now clinging tightly to her skin, the better to showcase her skin tone and highlight her firm musculature as previously hinted at. Her nipples were still making their bid for freedom, but the glow of her undergarment now left so much less to the imagination. Plus…were those little bumps starting to form on her chest?

All questions. All distractions. Taking away from Helga.

No, he didn't want less, he wanted more! To be closer to her; to be one with her.

He raised his hands to her chest, cupping her tiny mounds. A short change of pitch in her moaning, her eying his actions before returning to her ministrations.

Time passed. How much of it, he couldn't tell. Neither could Helga, of that he was certain. His surroundings had long ceased to exist; it was just him and Helga. Helga and her quickening rhythm. Quickening and quickening, with him barely able to keep up and hold back.

Then…it stopped. He felt her tense up as she stifled a scream behind gritted teeth. He felt a slickness forming where they were connected. Suddenly he too found himself unable to hold back and responded with a discharge of his own.

Some more time passed, enough for the couple to recover from their exertion and process what just happened.

Inevitably, it was a sweaty and heaving Arnold to ask the million-dollar question: "Helga, did this just happen?"

"Yes, Arnoldo," his erstwhile nemesis responded in her patented mixture of sass and consideration. "I'm sure we just had sex."

Oi! How he was dreading the unpacking that had now become a matter of inevitability.

Well, that's it for Chapter 3. Thank you very much for making it thus far and building the traffic stats. Extra special thanks to those who dropped likes and follows. And extra, extra special thanks for those who left reviews and/or engaged me via PM or email. The common point is this: you all rock!

And if you are approaching this work with any amount of trepidation, I say "Good!". You're the ones at whom this story is aimed. I don't see myself employing any vulgar references for their own sake. I don't seek to write anything exploitative. And that's where you come in. Review anonymously if you must, but I need to know if I'm adhering to those standards. Case in point, the guest reviewer from the previous chapter. Thank you, whoever you are. I aim not to disappoint.

Onward now to the notes:

One thing I noted as I wrote this chapter was how much of a film noir vibe it had taken. One must admit: Helga does make one hell of a femme fatale who knows what she wants and is always in control. And Arnold as her corruptible victim is such a perfect fit.

Another reference for this story was an anime called Yosuga No Sora, a title least worthy of being categorized as hentai. Yes, it has its graphic moments, but there's never anything explicit about it. And in any case, a given story arc's main goals are first to tell a story and established good chemistry between the main couple. I allowed myself to be guided by those principles.

And so we arrive at this chapter's Tidal List:

Toy Soldiers – Martika

No Ordinary Love – Sade

Two Become One – Spice Girls

And that's it for this chapter, my fine readers. See you next time. Until then, stay safe and take nothing for granted.