Disclaimer: I do not own Hey Arnold or any of the characters. Hey Arnold is the property of Nickelodeon and Craig Bartlett.

Helga's Makeover II

Chapter 2: Who's That Girl? Part 1

The Next Day

It was Saturday.

The day of the school art show. Unlike last year and in fourth grade, the art show wasn't going to be held in the art class but instead, at a real gallery, due to Rhonda being in charge of the event this year.

She thought that the art room was too "pedestrian", whatever that means. So she got her dad to spring on the art gallery.

No one was really complaining.

Arnold was in his room, dressing up since the entire event is suppose to be formal, just like it was last year and the year before.

It's formal...but he won't be escorting anyone it seems.

"I still can't believe that Helga isn't going..."Arnold sighed, feeling upset.

He tried to call her yesterday to get her to reconsider but she told him that she didn't want to go but he could go on ahead. Normally Arnold wouldn't go without her, but Rhonda previously made him promise help set the whole thing up, so he was stuck.

"Hey Arnold, my, don't you look handsome...'His mother Stella said as she came in.

His dad, Miles, soon came in as well as whistled in an impressed way.

"You looking sharp son...Helga is one lucky girl..."Miles said, and Arnold frowned.

His parents noticed.

"What's wrong, sweetie?..."Stella asked.

"Helga's not going to the art show.."Arnold said.

"What? Why?..."Miles asked.

Arnold didn't like keeping secrets from his folks but he didn't think that Helga would appreciate him mentioning what went down yesterday.

"She just didn't feel like going..."Arnold said.

His parents looked curious, until his dad shrugged.

"Oh, well...I am sure that you will still have a good time..."Miles said.

"I guess." Arnold said as he sighed a bit.

"Oh, cheer up son." Miles said cheerfully. "At least we'll be there..."He reminded.

His parents also volunteered to chaperone the whole thing, so they were going to. Arnold was okay with it as he liked spending time with his parents but it didn't make him feel any better about the Helga thing.

"Ya, that's true. Thanks guys for taking me there." He said, trying to sound a bit cheerful for his folk's sake.

"It's our pleasure son. We wouldn't miss it for the world..." Stella said.

"Well, we should get ready ourselves..." Miles added.

"We'll see you soon, son..." He said before then both of them leaving the room and closing the door.

Arnold continued getting ready for the art show, still wishing that his girlfriend would have gone with him.

It just wouldn't be the same without her.

Meanwhile

While Arnold was busy getting ready, his girlfriend Helga was getting ready herself.

She has decided to go to the art show to show her beloved Arnold, those idiots at school and more importantly, herself, that she can be as feminine as the next girl.

She had it all planned. She would go to the art show in a nice dress, her hair all nice and wearing some make up and ta-da. She'd show them that she is capable of being feminine if she feels like it.

But first things first, she has to find a suitable dress since the art show is a formal event.

"There has got to be something in here..."Helga grumbled as she searched what remained of her items.

Due to her family's financial situation, Helga didn't have the luxury of buying new clothes, so she had to make due with the clothes she has had since before her dad lost their house back in the fifth grade.

So far, she didn't have much that could be considered girly and some of her dresses, she was starting to outgrow. Some of her dresses, she had used from as far back as fourth grade, so she'd have to do a little sewing if she wanted it to fit right.

The problem was trying to figure out what she can wear that would be feminine enough for tonight.

She was about to give up, until one outfit caught her eye.

"Wait.."Helga said as she grabbed it.

It was the outfit she wore during the time when she impersonated Arnold's French pen pal Cecile. When they lost their house, Helga made sure to not lose this outfit, since it had a lot of sentimental value to her, as it was from her technically first date with Arnold.

Now, she was holding it, while she was looking for a girly outfit to wear for the art show.

"Wait?..."Helga paused as she eyed it a bit.

She got an idea. It was a pretty nice outfit and since she has already told Arnold about the Cecile incident after they started going out, she didn't see any reason not to wear it...except for the fact that she was taller now and it might not fit right.

"Hmmm..."Helga said as she held the outfit and looked in the mirror.

Maybe with a few alterations, she could get it to fit. Ever since they became broke, Helga had to rely on sewing more than the average American school girl in order to have some clothes on her back.

Right now, it might come in handy.

"What time is it?..."Helga thought.

She glanced at her clock.

It was 10:00 in the morning. The art show is 4 this afternoon. If she hurries, she could get the outfit altered, work on her hair and make up and show up to give her boyfriend a sweet surprise.

"Good, looks like I have enough to alter this outfit and get myself ready for the Art Show...." She thought, before she remembered about Connie and Maria's and their taunting.

It made her mad, but she was going to beat them at their own game.

" I'll show those two dumb eighth grade girls just how feminine I can be...I'll show them all..." She continued

Helga pulled out the Pataki family sewing machine, her intentions and her goal clear in her mind.

Later

At the Art Show

It was late in the afternoon and the local art gallery was filled with many students of PS 118. Most students were only here due to the small 10% extra credit you'd get for attending and helping out, while other's actually were here to mingle and admire the art projects...and a few also came by for the free food.

Some parents, such as Miles and Stella, were here, volunteering as chaperones but the organizer of this event was a certain Ms. Rhonda Wellington Lloyd.

"Alright, food!..."Harold cheered as he started making a pig of himself at the buffet table, much to Rhonda's irritation.

"Harold! Step away from the buffet table! Honestly, have you never heard of the word "etiquette"?..."Rhonda said.

"Nope!..."Harold said simply, while Rhonda yelled and started lecturing him.

"He'll never change..."Gerald said in amusement as he watched the argument from a distance.

"Looks like it..."Arnold said.

He had just finished help setting the place up, so now he was free to mingle and enjoy himself.

No chance of that happening as the person he wanted to come with, didn't show up.

"Hey, come on man...just because Helga isn't here, it doesn't mean you have to be down...besides, she wouldn't want you to not have a good time..."Gerald said.

Arnold knew that he was right. He was about to say something, only to notice that Connie and Maria had arrived to the art gallery, though they looked like they could care less.

"So, this is it...some art show..."Maria said snobbishly as she eyed her nails in boredom.

"Geez, all this for extra credit. They could have at least made something decent to look at..."Connie said as she took out her nail file and started filing, more interested in that than the art work.

Arnold narrowed his eyes. He still did not forget what they said to Helga yesterday that got her all down in the first place. He wanted to go give them a piece of his mind but he saw that their boyfriends Tommy and Bert were there, along with some other boys who were admiring them.

And who probably won't take kindly to anything Arnold has to say right now.

He knew that now is probably not the right time to give them a lecture of being unkind, especially towards Helga. But that doesn't mean he wasn't going to

"Helga..."Arnold thought, wishing that she was here with him right now.

Outside

Unknown to Arnold, a certain someone with blonde hair, blue eyes and a very pink outfit was just outside of the gallery, trying to gather the courage to go inside.

"Come on...you made it this far, you can do this. The only person who matters is Arnold and you already know that he likes this...just do it..."She thought.

Sure, she has mellowed out since she started dating Arnold and most of PS 118 has gotten used to the idea of them dating (after subsequent teasing after a period of shock and disbelief) but Helga still considered herself a tough girl.

And now, just for tonight, she is refraining from her usual behavior and plans to act like a polite, feminine lady as she spends the evening with her boyfriend at the art show.

It's unusual but sometimes a girl has to get out of her comfort zone for the sake of love.

Besides, this can't be any more difficult than the time she sunk to her lowest and dressed up as Lila.

Nothing can be more difficult after that incident.

"Come on, you can do it. You are all dolled up and no matter what, Arnold is there..."She thought.

With that last though, the blonde person soon stepped inside of the art gallery, looking around. She was trying to find a certain football headed boy but this place was surprisingly crowded.

"Where is he?...'She thought as she entered the gallery.

Unknown to her, some people noticed her presence...

"Who is that?..."

"I've never seen her before..."

"She must be new here..."

"Do you know her?..."

"No...but I think I want to..."

The blonde girl didn't notice these remarks as she was busy looking for a certain football headed boy who's acquaintance she wished to make.

Soon enough, she found who she was looking for, right by the buffet table.

"There he is..."This person thought with a mischievous smile forming on her face.

She decided to go see him...and have a little fun too.

With Arnold

Arnold had gone to the buffet table to get a bite. Gerald was with Phoebe right now, admiring some of the projects and his parents were currently talking to Mr. Simmons, the head chaperone.

He was bored, so he decided to distract himself by getting a small bite to eat. However, his mind was still on a certain someone who he believed was at her house, intending to miss this entire thing.

"I can't believe this...maybe I should just leave and go check on her...'Arnold thought.

He had already helped set everything up and he was mostly here for his folks more than anything. Maybe if he talked to him, they'd understand.

As Arnold was contemplating his next move, a certain someone had approached the buffet, their face being shielded by the event brochure that she held in her hands.

"Hey Handsome, see anything you like?..."The girl said, getting Arnold's attention.

"Huh?..."Arnold said as he turned around.

He saw that it's a girl, maybe his age or older but he couldn't see her face due to the brochure blocking it. He did register what she said though.

"Uh...not really?..."Arnold said, feeling awkward that some strange girl was talking to him and the fact that she called him "handsome"

Only Helga calls him that.

"Really? Well, I do..."She said flirtatiously, her face still concealed.

Arnold realized that she was flirting and he was starting to feel a little uncomfortable.

"Uh...do I know you, Miss? You see, I have a girlfriend and she-

"Is very happy to see that you were quick to point that out, Football Head..."The girl said she pulled the brochure away, revealing her face and Arnold gasped in delight.

"Helga!..."Arnold said, happy to see her.

"Who were you expecting? Nancy Spumoni?..."Helga joked.

Arnold smiled widened.

It really is Helga, who was dressed head to toe in the same outfit she wore when she dressed up as Cecile. Her hair was down and her bangs were free, practically covering her left eye and he even noticed that she was wearing some make up to.

"I... wow... I didn't realize it was you..."Arnold said, feeling a little foolish since he did see this outfit before.

"Huh... maybe I should be a spy then..." Helga mused.

Arnold was happy to see her, but he was also confused.

"What are you doing here? I thought you said that you weren't coming..."Arnold asked.

"Eh...I changed my mind..."Helga answered.

Arnold was still confused, even more when he now registered the fact that she, for some reason, is dressed up like the time she impersonated his pen pal on Valentine's Day.

"Wait...uh, Helga, not that you don't look great but why are you dressed up as Cecile?...'Arnold asked, not getting it.

To his surprise, his girlfriend turned to him, smiling as she said this.

"It was the most feminine outfit that I had in my closet..."Helga answered.

Arnold looked confused.

"Huh?..."Arnold asked.

"So, Arnold..."Helga paused before she did a pose, obviously wanting a comment on her appearance.

"How do I look?..."She asked, still in pose.

"Like I said, you look great..."Arnold answered but it seems that answer didn't seem to satisfy her.

"I know but...what I mean to as is...Do I look... like a girl? Feminine enough?..."She asked, actually sounding a little insecure right now.

Arnold was clueless for about 5 seconds before it hit him.

"Wait... is this because of Connie and Maria?..."Arnold asked incredulously.

"No!" Helga insisted before a look of embarrassment came to her face.

"Why... what do you think they'd say?..."She asked.

Arnold saw this and he couldn't believe it. He knew that Helga could be a little insecure at times but she shouldn't be doing this because of what two snobby girls said.

"Helga. You don't have to do this. You know that I think you're beautiful..."Arnold said.

"I know... I know that this might look stupid and it is...but..I love being a tomboy but every once in a while, being told you're not a girl...it gets under my skin..."I just want everyone else to see what you see..."Helga confessed.

Arnold heard this and he hated seeing her look so vulnerable. Before he could say something to convince her that she doesn't have to change her look, this happened.

"You don't have to-"

"Arnold!..." Rhonda called out.

Arnold saw she came in from behind.

"Rhonda? What-"

"I need your help, please? It's super important!" She asked.

"What happened?..."Arnold asked.

"Joey lost one of the projects, please help me stall while he looks for it..."Rhonda said, practically freaking out right now.

"Uh..."Arnold said as he turned to Helga.

"Go...I'll wait until you come back..." Helga whispered.

Arnold looked ready to question her decisions, but Rhonda pulling his arm made it clear he had no choice.

As Helga saw Arnold being pulled away, she sighed.

"That Arnold, always helping others...whether he means to or not..."Helga thought in mild amusement as she decided to wait for him to come back.

Unknown to her, a few people were looking at her...some with interest to say the least.

Oh boy...

-To be continued-

Next time on Helga's Makeover II

Who's that Girl? Part 2

A/N: Special thanks to Anonymous Latino and NeoMark for assisting. You rule ;)

REPLIES to my loyal and totally awesome reviewers:

Boris Yeltsin: From the episode called "Arnold's Valentine", it's the one where Helga impersonates Arnold's French Pen pal in order to go spend Valentine's day with him.

Escorpio96: Muchas gracias :)

Invader Johnny: As shown here, Arnold did try to tell her that he likes her the way she is before Rhonda interrupted. Let's hope he gets the chance to soon.

Kimagire Bijin: You guessed Cecile and you were right.

BeConfuzzled Writer: You got that right. LOL!

Cre8velybankrupt87: No, I read some place that said that in between the show's time skip PS 118 added an upper (middle) school, so Connie and Maria still attend, they are just in the eighth grade no. Also, it is sad but true that a person's pre teen years are very insecure ones, especially with first relationships.

Guest: First, thank you.

Second, yeah, I never really did like Connie and Maria that much, especially after the time they used Phoebe like that. Also, cool, I'll check your Deviantart page later.

:) Till next time beautiful people, remember to read and review :)