Working Title- Breathing Air

Prologue

Plot summary-

The first time he saw her was an accident, the second was by choice, but the third time was out of fear.

A/N: I know that Brainy and Helga met before when they were in preschool and that for the most part, Brainy is supposed to be smart. In this story, I've changed it a bit.

Accident-

At first, Brainy came to dark alleys just to be alone. School was always a wreck for him and no one would ever miss him. From the very first day of fourth grade, people have been calling him by the wrong name. It all started when he assembled into his homeroom class where Ms. Otis had called for attendance. She breezed through the first couple of names, but as she started nearing the end of the list and her mind starting spacing out, she was mutilating the names so that they were barely recognizable. The kids had thought it funny.

"Bowie Millburn?"

"….Here." said an embarrassed Boris Miller. Snickering and jeers followed. The poor nine-year-old's face redden and he attempted to hide his head under the desk. From this new viewpoint he could see gum amassed from at least fifty other students over the years.

The teacher absentmindedly nodded and continued on down the list.

"Brainy-"

Her next words were cut off as several students burst out laughing. Several scanned the room trying to search for the nerd with the ridiculous name.

He was missed a couple of times, though when he tried calling out to the teacher that his real name was Brian, he was pointed out immediately. The kids started laugh openly in his direction, while the meaner ones started to come up with horrible jokes to entertain the class and humiliate him.

The teacher snapped at them and asked again where Brainy was. She apparently didn't realize the mix up and why the children were laughing.

The only thing she saw was a group of misbehaving kids surrounded by another 'bad' kid. So Brian/Brainy was sent out of the room and by word of mouth that was what he was soon called.

For Brainy, he was constantly picked on. He was weak, wore glasses and breathed funny. Most of the time he was thought of as queer and so was given a large berth, but to bullies, he was a punching bag that was always available.

On the day he first saw Helga he was trapped inside a locker of smelly socks and was sort of desperately trying to escape the putrid smell. He had only calmed down after he realized that there was virtually no hope and that was going to pass out from the stinky fumes when he heard a voice outside his deathtrap. He pressed his face up to the only opening of the metal coffin and caught sight of a girl with blond hair and a pink dress standing with her back to him. He saw her sigh and watched to see what she would do. It was some time before something actually did happen and by then it had caught him completely off guard.

The locker door opened suddenly and he was sent tumbling out. He landed hard on the floor and a mountain of bad smell (the socks) followed him.

Helga heard someone's strange breathing coming from behind of her. Angry that someone was spying on her, she spun around and using sheer force of will, busted open the locker door and out came the offending garbage.

The sight almost surprised her. Though the boy did kind of looked like a stalker, it wasn't exactly smart to pack yourself in with some unhygienic laundry that you didn't get around to doing.

She soon got over the shock anyhow. She dragged the disheveled boy up onto his feet and using her impulsive anger socked him in the face.

Deed done she walked off satisfied. Brainy was just satisfied that he wouldn't have to die just yet.

---------------------------------

Choice-

The second time he saw her, he was hiding out in a back alley near the school when he made out a figure dashing into the darkness and looking like they were hiding too. Brainy made no move to identify this newcomer and kept quiet. He had learned from experience that it wasn't always wise to look for companions in shady places like this.

Brainy stayed still and tried to regulate his breathing. His eyes were still just getting used to the darkness, so he had no doubt that whoever it was couldn't see him (but they did have ears). With each passing moment, he saw more and more detail around him and not just the gray bits. Texture such as dirt became clearer to him. He was able to make out shapes and could see the form more clearer. Color….

He was skeptically at first. Maybe the dimness of the alley made it appear gray and he was imagining it. He moved closer. He winced when his foot skidded a rock across the pavement. The sound seemed to scrape the insides of his ears, but the person took no notice, gazing out into the street still partially obscured from view.

He somehow managed to make it within in ten feet of her, but didn't dare go any closer. It was all he needed. The pink bow and pigtailed hair confirmed her identity and he slowly melted back into the shadows.

Helga continued to gaze longingly outside the alley. She was watching Arnold and his friend what's-his-name joke with each other as they walked over to someone's else house to hang out at. She concentrated on that football headed dweeb and did so long after they moved out of view.

She languished in her own lovesickness for a boy she was sure thought that she hated him. She wanted him to like her, he was the only one that ever showed her kindness when her own family ignored her, but she also feared rejection and public humiliation. She put on a tough front and acted bossy so that no one would know of her secret crush. She disregarded anything that had to do with acting girly, never mind that she dressed like a stereotypical one. Only when she was alone did her soft side come up. The intelligent (yes, intelligent, she just doesn't put any effort in school, you know, the tough guy act?), emotional and poetic side of her that made her into two extremes during the day can only be viewed as bizarre.

Alone, supposedly, to her thoughts Helga took out her locket containing Arnold's picture and glanced at it briefly before going on one of her emotional monologues. Love, hate, Arnold and intense passion all rolled up into two minutes and thirty-five seconds of dialogue finally ending with a twirl and an unpleasant face-to-face with a stupid Brainy, who was caught up in the moment and had came just a bit too close for comfort.

A fist was all she needed. A fist is what he got.

-------------------------------------

Fear-

Following that intense moment, Brainy found himself spending all the moments he had not running from bullies to hiding around corners and in nondescript places hoping that he would stumble upon the antagonized girl.

He hadn't much luck, until he realized that he actually needed to go to school. Of course he went to school now, but it seemed that he was only there for two reasons: to take up space and to get wailed on. There is logic though: To search for a schoolmate, go to school. It was obvious that he should have known already.

In the waking hours when he was trying furtively to think of a place she would be, he would begin to think more about that day in the alley. He was sure that he had hidden himself a good distance away from her, putting things such as trashcans and abandoned "hobo homes" between them. Then she started to speak and he just remembered that he had to get closer to hear. Then her face came into view and like déjà vu a fist came hurtling out of nowhere and his face was then kissing the grimy floor hello. Little of what Helga had actually said was remembered after that.

Eventually as the days started to pass by, he began to think that maybe he wouldn't see her ever again. This worried him, to the point of obsession. He began to put serious effort into his frenzied search for the odd face-puncher.

It was during one of his own runs from the usual lot of bullies that he had "accidentally" bumped into her again. In truth, he was more than used to running through dark alleyways to know when someone else was hiding out in there.

He stopped breathing temporarily, as he took her in. She was dressed for some sort of occasion, and even in the dark she seemed radiant. Before running into her, she looked like she was looking for her Arnold. He heard footsteps.

He ran for his poor dear life. It wasn't a good thing that he had stopped to admire Helga, but he didn't care. It was worth it.

The chase wound tighter and of course he was caught. Already irritated that he had kept them running for so long, they made sure to picked on him doubly hard.

She found him afterward, looking pretty messed up. She had at first looked angry, like she was going to yell at him for shoving her earlier, but after taking in his current state, her face softened.

The next day, no one chased him, but then again, that was also the day that Helga got a detention for slamming her fist through several students' lockers, and then throwing their books at them. Forever will their homework suffer not just because she had probably ripped them apart, but also because she broke a couple of their fingers in the process.

The situation had changed between the two of them, if not just a little bit.

---------------

A/N: Well, that's the first chapter or well, it could be. I'm really considering leaving it as is, since it could just stand-alone without any further explanation. I actually have a couple of chapters planned out for when the two are older but I'm unsure if I should post it. I have no clue if I can come up with a proper ending (I came up with this chapter last year and only just now decided that it had more potential), so right now the chapters are just floating around and I could only bring myself to post this one bit.

Review and tell me what you think, I'll try not to disappoint you BrainxHelga fans!