A/N: Not my favorite thing I've written, but I still think it's kind of cute.

I own zero of these characters.

Enjoy!

The entire world was in slow-motion. Seconds felt like hours. Her heart pounded, her entire chest contracting and aching in response. Each pound added another tear as it was being ripped in half. Slowly, excruciatingly. She was sure she was bleeding internally.

Worst of all, she could feel tears stinging her eyes.

And still, she couldn't look away.

It was the worst thing she could possibly imagine. Her best friend! Her best friend and...well, he wasn't her boyfriend, but that didn't make it any better!

She couldn't breathe.

She wanted to scream, but she couldn't even breathe.

A silent gasp escaped her lips when they pulled apart. She panted slightly, too hurt and angry to even acknowledge the feel of air finally entering her lungs.

Her best friend turned her head, eyes widening at the face of the betrayed. Her love's face followed shortly after, looking more confused than anything else.

Not knowing what else to do, she ran.

"No! Helga, wait!" Phoebe shouted, jumping up from the park bench. But Helga was already gone, and though Phoebe wanted so badly to chase after her, she knew better.

What would she even say when she got to her?

She had no excuse for what she'd just done. What she'd just done was a mortal sin against the person who meant most to her, and she had no excuse.

"What...just happened?" Asked a very confused Arnold, watching Phoebe pace in front of him, her breathing frantic.

She looked like she might cry. Again. He did not want her to start crying again.

This entire afternoon was giving him a headache.

"Wh-What happened?" Phoebe asked, turning to stare down the baffled blonde, an accusatory look in her eyes. "What happened!? I think I just broke my best friend's heart, Arnold!"

Arnold furrowed his brow, watching as Phoebe collapsed dramatically to the ground, burying her face in her hands. Slowly he got up off the bench and knelt next to the frantic girl, placing a comforting hand on her back.

"I'm...confused..." he stated honestly.

"How could I have been so stupid?" Phoebe mumbled into her hands, not even acknowledging the presence of the boy next to her.

Arnold drew in a deep breath, trying to sort out everything that had happened in the last half hour. He couldn't make sense of any of it.

'This is going to be a long day,' he thought, letting the breath out slowly.

"Phoebe, why did you kiss me? And... what does Helga have to do with any of it?"

Helga had looked like she might cry, too. What was with all the girls crying today?

Slowly Phoebe lowered her hands, turning to face the boy.

"I... I don't have feelings for you, Arnold." She stated softly, meaning it. She could never look at Arnold that way, knowing full-well how much he meant to Helga. "I don't know what I was... I was... upset, I wasn't... damnit!" She shouted, closing her eyes tight against more tears.

Arnold jumped, a little taken back. He'd never heard Phoebe swear before. Never once.

"I have to find Helga!" She decided, attempting to stand. Arnold grabbed onto her shoulder, pushing her back down, eliciting a baffled glare from the tiny girl.

"Phoebe what does Helga have to do with this?"

"Did you not see the look on her face, Arnold?" Phoebe shouted, knowing full-well she couldn't outright tell him.

Arnold furrowed his brow, recalling the brief look he'd gotten of Helga before she ran away.

She'd looked upset. Very upset, even hurt. Almost...

Betrayed. Helga looked betrayed.

"Oh, " he breathed. Instantly Arnold's face softened, eyes closing as realization dawned on him. Helga'd seen her best friend kissing him, and in turn she looked betrayed. He only knew of one logical explanation for that. One that brought him back to a rainy rooftop nearly two years ago.

He hadn't thought of that night in a long time. A very long time.

Slowly Arnold stood up, reaching his hand to Phoebe. "Come on. You're right, we have to find her."

"We?" Asked phoebe, arching an eyebrow as she grabbed onto his hand. Arnold nodded, hoisting her up.

"This involves me, too."

"Does this mean you understand?" Phoebe asked as they walked, a little wary of the answer. She knew she couldn't explain it to him if he didn't. And if he did... what did that mean for Helga?

"Helga told me once..." Arnold mumbled awkwardly, feeling his cheeks burn. He'd never spoken about this, to anyone, not even his own best friend. Phoebe's eyebrow raised curiously.

"Helga told you what?"

"Th-that she loves me..."

Instantly Phoebe's eyes widened. She'd told him that? She hadn't even told her that, in so many words. Her knowledge of Helga's feelings for Arnold was simply based on educated guesses.

"When was this?" She asked, trying to stay calm.

Arnold blinked a couple times, a little surprised at Phoebe's response.

"You didn't know?"

"No, I didn't know..."

"Oh," was all Arnold could manage. "It was... a couple years ago... in the fourth grade, when Gerald and I saved the neighborhood." he mumbled, reaching an arm up to rub the back of his neck. He knew she wouldn't like what came next. "I um, I kind of made her take it back."

Again Phoebe's eyes widened as she stopped and turned to face the boy.

"Why would you do that?" She asked slowly, her tone low.

Arnold took a small step backward, a little frightened of her tone and expression. She wouldn't... hurt him, would she? Sure, she was friends with Helga, but... she was the nice one. Wasn't she?

"Because I was nine years old, Phoebe." He answered softly. "I was nine, and the girl who'd made my life miserable for the past six years had just told me she loved me. What was I supposed to do, kiss her back and ask her to marry me? I needed time to think, and-"

"Wait, kiss her back?" Phoebe interrupted, a small smile forming on her lips. Again Arnold felt his cheeks burn. "Helga kissed you? Of her own free will? No scripts involved?"

"That's...not the point." Arnold mumbled, beginning to walk again. "The point is, I wasn't ready to face it then, and I really don't think she was either, so we agreed it was in the heat of the moment, and nothing more. But apparently it was a lot more if she's this upset."

Instantly Phoebe's smile fell as she came back to reality. They still needed to find Helga, who was probably busy crying her eyes out.

Or possibly taking out her frustrations on poor, unsuspecting pedestrians...

"What are you going to say to her?" She wondered aloud. The last thing Helga needed right now was rejection. If that was what Arnold intended to do, Phoebe might have to leave him behind.

Arnold stopped in his tracks. He hadn't considered that.

"I don't know, Phoebe." He sighed, picking up his walk again, now a couple steps behind his companion.

"Well...do you like her?"

Silence.

Slowly Phoebe turned, facing a very distraught Arnold.

"Do you?" She whispered, amazed at his torn expression, though a little unnerved by his silence.

Arnold blinked, thinking that over. Did he like Helga Pataki? Not just as the sometimes-friend he'd grown to truly care about, but... romantically... could he like her?

"Well... I don't not like her." He decided, walking again. "I don't know, I need to talk to her."

It took Phoebe a moment to process that. He hadn't said no... he hadn't said yes, either. But he hadn't said no, and in her mind, that meant a part of him did like Helga. Or at least wanted to like her, which was definitely a step in the right direction.

Phoebe looked up, surprised to see Arnold stopped quite a few feet ahead of her, gazing into an alley. Quickly she ran to catch up.

"I don't know how many more people I can see crying today before I start crying." Arnold whispered, staring straight ahead. Nervously Phoebe followed his gaze, heart instantly breaking at the sight.

There inside the alley was Helga Pataki, slumped down on the ground, leaning against a wall and hugging her knees to her chest.

Phoebe noted Helga's old locket, the one with the picture of Arnold on the front that she'd seen on many occasions but never once questioned, lying open on the ground against the opposite wall.

She surmised that Helga must have thrown it out of frustration.

"I don't think I can face her like this Phoebe." Arnold mumbled, hating himself for the fact.

Seeing Helga crying was...surreal. Helga crying in general was more or less a taboo. She was the strong one, the tough-as-nails one. While he'd always known there was more to her than that, he'd never really know just how much more.

He hated seeing people cry. He was an empath by nature. It hurt him, seeing other people in pain. It was the reason he'd approached Phoebe earlier.

But Helga... he couldn't approach her when she was like this. He just... couldn't. When she was upset, he was always there to help. But she wasn't just upset. She was crying. He didn't think he'd ever seen her cry. Maybe he'd seen her come close, on a couple occasions, but he'd never seen her actually crying.

And she was apparently crying over him.

He couldn't do it. He didn't think he was strong enough... And the last thing he wanted to do, was cry in front of her.

"Wait here." Phoebe instructed, touching a hand to his shoulder. "I think I should talk to her first anyway."

Arnold only nodded, unable to take his attention off the blonde.

Helga looked up at the sound of footsteps, quickly wiping the back of her hand over her eyes. Composing herself. She couldn't let anyone see her like this. This pathetic, vulnerable thing. No, she was Helga G. Pataki, and she was better than this. Crying over some boy. Puh, who needs 'em?

Only, it wasn't just 'some boy.' It was Arnold. Her Arnold. And it wasn't just some girl kissing him. It was Phoebe. Her Phoebe.

Why did it have to be Phoebe?

Any other girl, and she could hate her instantly. She could get revenge. Play some nasty prank and make her cry. Come up with some crazy scheme to break her and Arnold up.

She couldn't do that to Phoebe. She loved Phoebe. Phoebe was the only person in the World she could never even consider hurting.

Helga drew in a deep breath, willing herself to control her emotions as she caught her best friend walking toward her.

"I'm fine Phoebes, it's okay." She lied. "Go back to your boyfriend, I understand."

"He isn't my boyfriend." Phoebe answered calmly, taking a seat next to her best friend. "Look, what you saw-"

"No, really, it's okay." Helga interrupted, not wanting to hear it. "I get it. I get what you see in him. I'm not mad at you."

And she really wasn't mad. Anymore. She was hurt, but she wasn't mad. Never at Phoebe.

Phoebe sighed, gently grabbing onto Helga's hand, grateful when she didn't reject the gesture.

"I don't like Arnold, Helga." She stated. "He's a great guy, but I don't like him. Not like that."

Helga furrowed her brow, unsure if she should believe her. She knew what she'd seen.

"I was upset." Phoebe explained, apparently reading Helga's mind. "Mom... got the results back..."

Helga turned her head, watching her best friend carefully.

"I-is it...d-does she...?" She stutted, unsure of how to even ask. Phoebe nodded slowly, keeping her eyes on her lap.

Cancer. Her mother had a vicious, cancerous tumor growing on the left frontal lobe of her brain. She'd have to go in for surgery within the next month. A very risky surgery. The cancer could kill her, the surgery could kill her, and in turn, Phoebe's entire family was falling apart.

"Oh no." Helga whispered, leaning in to wrap her arms around the small girl. "Phoebe I'm so sorry."

Phoebe shook her head, returning the embrace. She wanted to tell Helga it was okay, but she wasn't sure it was. She didn't even want to think about it.

"Arnold saw me crying." She stated as they pulled away, getting back to the task at hand. "And you know Arnold, you know he can't leave well-enough alone."

Helga nodded. That was one of the things she loved most about him.

"We talked for a while..." she continued, "about... my mom. I told him everything that's been going on. And he was so sweet, Helga. He's always so sweet. He was comforting me, and I was just... upset, and vulnerable. So I kissed him." Phoebe paused, biting down on her lip. "It was stupid. I don't know what I was thinking. I... I don't like him, Helga. I'm not lying to you. I never have... liked him like that. I don't think I ever could, knowing how important he is to you. Please believe me. You're my best friend, the last thing I ever want to do is hurt you."

Helga watched her best friend, not sure how to respond. She wanted to believe her. She wanted so bad to believe her.

"He doesn't like me either, you know." Phoebe whispered.

"Really?" Helga asked, trying not to let that get her hopes up. Phoebe nodded.

"Really. He didn't even kiss me back. I don't think you could tell from where you were standing."

"No, I couldn't." Helga admitted.

Okay, so this wasn't as bad as she'd thought. Though she still wasn't happy about it. Up until that point, she'd been the only person with the privelege of tasting Arnold's mouth. And to be fair, he hadn't kissed her back either...

"Mind if I talk to Helga alone for a minute?"

Both girls looked up at the interruption. Phoebe smiled. Helga's eyes widened before her features settled into a familiar scowl.

"Yes, I mind. What do you want?" Helga spat.

Arnold took a seat on the far side of Helga, resisting the urge to roll his eyes.

"I just want to talk." He answered, feeling a little nervous. It had taken him quite a while to work up enough courage to follow them in there. What would happen next, he hadn't given much thought. Though it did help that he'd overheard enough of their conversation to at least confirm Helga's feelings for him.

"About?" Helga asked, raising her eyebrow. Arnold swallowed, looking to Phoebe.

"Right. Leaving!" She sang, leaning to whisper into Helga's ear. "Give him a chance. I think he likes you."

Helga's eyes widened, and Phoebe gently kissed her cheek before getting up to leave.

"I'll be right around the corner if anyone needs me!" She called, hoping maybe, just maybe, her ridiculous little kiss had given Arnold and Helga the push they needed.

Slowly Helga turned her face to the object of every last one of her affections and desires, trying desperately to keep the butterflies in her stomach under control.

"You alright?" Arnold asked softly, noting the tearstains on Helga's cheeks. Helga rolled her eyes in response.

"I'm fine, Arnoldo, what do you want?"

"Well..." he started, thinking a minute. "I know that you saw Phoebe kiss me..."

"Yeah, what's your point?" Helga countered, reminding herslef to keep cool.

"I know that it bothers you..." he continued, watching her face carefully. Helga felt herself glare.

"Well doi it bothers me! Phoebe can do a heck of a lot better thanyour stupid football head!"

Arnold sighed. He should have known this wouldn't be easy.

"Come on, Helga, we both know that's not why. You don't run off crying just because you think your friend can do better."

"I wasn't crying!" Helga shouted, not liking where this was going. Arnold's face softened.

"Your face is still wet." He whispered.

Helga's eyes widened as she reached up, touching her fingers to her cheeks.

"It...it was...raining. Yeah, that's it. Rain. You know, water, from the sky."

"Helga I've been outside all day."

"Okay, fine I was crying, what's it to you!?"

Arnold licked his lips, thinking a moment. He knew he'd have reason to fear for his life if he brought this up. But he had to bring it up. He couldn't keep ignoring it, knowing it affected her to the point of tears.

"W-well," he stuttered nervously, "I-I think you were crying... because you were... jealous."

Helga's eyes widened considerably.

"Why on Earth would I be jealous?" She asked, her tone entirely unconvincing.

"Because you love me." Arnold stated simply, flinching internally at the possible repercussions of that statement.

Helga's face paled. The scowl wouldn't come, no matter how hard she tried. She couldn't even find her voice.

Arnold blinked a couple times at her expression, coming to a decision.

"You know what I was thinking on my way over here?" He mused, looking forward rather than at her.

No response. Arnold swallowed, willing himself to continue.

"I was thinking about... how different it felt, when you kissed me, and when Phoebe kissed me.

Do you know what I felt when Phoebe kissed me, Helga?"

Still no response. Helga didn't really want to hear the answer to that one. Arnold glanced over at her, noting her silence, but answering anyway.

"I felt confused." He stated. "Confused, and... that was it. But when you kissed me... well, I was confused then, too. But my heart was pounding, and my palms were sweating. I was nervous. And maybe a little afraid."

"That... might have been because you thought I was going to throw you off a 20 story building." Helga muttered, feeling dazed. Arnold smiled.

"No, I think it was because you had your tongue in my mouth." He teased.

"I cannot believe we're talking about this." Helga whispered, more to herself than to Arnold, ears burning at his comment. She'd really been caught up in it, hadn't she?

"Well, don't you think we should?"

Maybe, she surmised. But that didn't mean she wanted to.

"That was two years ago, Arnold..."

"True." Arnold mused, thinking that over. Two years ago, and Helga was crying today because she'd seen her best friend kissing him. "But... I really don't think anything's changed." He decided. She obviously still felt something for him. He'd been confused to whether she really felt anything for him to begin with, but obviously she had, and obviously she still did.

But what about him? What did he feel for her?

Then and now, he wasn't entirely sure.

"C-can I try something, Helga?" He asked suddenly, feeling his stomach twist at the thought, though he knew it was probably necessary.

Helga only raised her eyebrow, curious to what he wanted.

"You...have to promise not to slap me..."

"What exactly are you planning Footballhead?" She asked, twice as curious.

Arnold swallowed hard. He didn't want to tell her.

"Um. Close your eyes."

"Why?"

Arnold sighed.

"Please, Helga, just humor me. I'm not going to hurt you."

"Like you could." Helga scoffed, letting out a small sigh at his expression.

"Fine. But I make no promises about the slapping thing." She decided, letting her eyes fall shut, both anxious and a little uneasy.

Arnold smiled, appreciating her cooperation, then swallowed his nerves once more, leaning closer.

Helga's entire body jumped at the feel of Arnold's hand on her cheek, his breath so close she could taste it. And still he leaned closer, gently pressing his lips to her own, nearly causing her to go into cardiac arrest.

That was what he wanted to try? He wanted to kiss her?

Instinctively, Helga opened her mouth, inviting him in. Arnold simply moved his lips with hers, amazed at the sensation. He'd never actually kissed anyone before. He'd been kissed, several times. Mostly by Helga... Him kissing back was new. He felt himself move deeper, and deeper still, until his tongue touched hers.

He jumped back then, surprised at the contact, and watched in breathless amazement as Helga's eyes slowly opened.

"Crimeny." Helga whispered, licking her lips. "Wh-wha-?" She attempted, shaking her head, trying desperately to form a coherent sentence.

Arnold reached forward, gently grabbing onto Helga's hand and guiding it to the left side of his chest.

"See?" He whispered, holding it there, keeping his eyes on hers. "Pounding..."

Helga blinked in response, her head spinning. She couldn't breathe, or speak, or think. She felt dizzy. Drunk, at the ripe old age of eleven.

Arnold wasn't entirely sure what to make of Helga's expression. She looked dazed, not entirely there. But she wasn't pushing him away, like he was used to, like he'd half expected her to. She was staring directly into his eyes, her lips parted in awe.

"M-mine's pounding, too." She finally answered, her voice nearly inaudible. Arnold smiled softly, leaning forward for the second time. Helga watched the action, entirely amazed, her eyes slowly closing and lips parting further in response.

It was different from the last. Slower, softer. Longer.

Arnold was still holding Helga's hand to his heart. And she could actually feel it, thudding lightly beneath her fingertips. His free hand searched blindly for hers, lacing their fingers together as he nervously let his tongue slide past her lips, determined not to jump away this time.

Helga's breathing turned ragged at the feel of Arnold's tongue running softly along her own, the sensations eliciting an appreciative hum in the back of her throat as she reciprocated the action.

Arnold let his eyes fall shut, entirely lost in the feel of her, the taste of her. He knew full-well he couldn't take this one back.

Only a few short seconds later, Arnold felt himself groan softly, entirely against his will. A sound that effectively brought him back to reality. Slowly, reluctantly, he pulled back, gently grazing his teeth over Helga's bottom lip as he did so.

Again they only stared, her deep blue eyes melting with his bright greens, both panting heavily.

"We... should probably go find Phoebe." Helga decided after a long, breathless moment, reluctantly breaking apart from Arnold's hold.

"R-right." Arnold stuttered, still a little dazed. Slowly he stood up, dusting himself off before reaching a hand to Helga. Helga only blinked at the outstretched arm.

"I don't need your help, Footballhead." She stated, placing her palms on the ground and hoisting herself upward, still trying to wind down from her Arnold-induced high.

Arnold smiled, reminding himself that, despite everything, this was still Helga he was dealing with.

"Whatever you say, Helga." He responded smoothly, shoving his hands into his pockets as he began walking out of earshot.

"That's right, whatever I say." Helga muttered, walking across the alley and reaching down to pick her old locket up off the ground. Luckily it was only scratched and not broken.

She smiled at the picture of her beloved, hugging it to her chest, and let out a soft, lovesick sigh.

"He kissed me!" She cheered, to no one in particular, keeping her voice low. "He actually kissed me!"

She wanted to scream. Jump for joy. Recite a sonet.

Instead, she stood grinning ear to ear, letting out one last sigh before kissing her locket and placing it back in the front of her dress. Right next to her still-pounding heart, where it belonged.

Quickly she composed herself, relaxing her face, and went to find her friends.