Here he was, lying in his bed staring up at the dark night sky though the glass ceiling above his bedroom. And what was he thinking about? Her. Helga G. Pataki.

Today she had shown up to school late, later than usual. When she finally got settled in her seat it was only a few minutes before she was passed out on her desk. Nobody else seemed to notice. Even Phoebe had stopped paying attention to her. Though, that's not to say that Phoebe didn't care. Arnold knew that Phoebe was probably the one person that cared the most for Helga, but there just didn't seem to be anything she could do that would help.

It was after that time that Helga had confessed to liking him that he started to pay more attention to her. At first he couldn't accept the fact that she was in love with him, it didn't make sense. But, as he looked back at all of their interactions, he suddenly realized that he might have been the first person to pay any attention to her, to care about her well-being.

They were in high school now. He couldn't say he was friends with Helga, not good friends. They seemed to have some sort of understanding, though. She had long since stopped bullying him, but now she seemed almost shy around him. Every once in a while they would talk, help each other even. He wished he could help her now.

There was something in his gut that told him something was wrong… more wrong that usual. Over the years he had learned about Helga's home life: her perfect sister who stole all the attention, her alcoholic mother, her abusive father.

He wished she could have been stronger, that she would have been everything that he family is not. But he wasn't stupid, he knew that she drank frequently in order to escape. He didn't know what to do, how to get her to stop. He had a loving, caring family. There was no way that he'd be able to talk to her, to relate to what she was going through. So instead he watched her deteriorate, and felt horrible.

After lying there for a while he turned to his clock next to his bed on the nightstand. 2:27am it read.

As quietly as he could he slipped out of bed and pulled on a pair of sneakers. He climbed the stairs and went out onto the roof. He wanted to do something instead of just thinking about doing something. So he climbed down the fire escape and started walking to Helga's.

She lived several blocks away, but he didn't mind the walk. The cool fresh air gave him a chance to calm down.

When he finally stopped in front of her house he wasn't surprised to find the light in her bedroom was still on. Now he just had to figure out how to get up there.

There was a tree, but it didn't have any low branches. So he opted for the stone-throwing option instead. He picked up a pebble and tossed it so it hit the side of her house near the window. Then he waited a few minutes before tossing another.

The window slowly opened and Helga stuck her head out, looking around for he source of the noise. She finally noticed him.

"Arnold? It's past two in the morning you know," she said.

"I know. Couldn't sleep. Want to go for a walk?"

She didn't say anything for a while. It seemed like she was listening to the background noises in her house, trying to make sure Bob or Miriam hadn't woken up. She finally nodded and replied, "I'll be out in a few minutes."

Arnold went over at sat on her front step. Suddenly he felt nervous, he wasn't sure how he was going to explain why he was there.

The door opened behind him and Helga closed it gently behind her.

"I couldn't sleep either," she said.

"Is that why you've been sleeping in class?" Arnold inquired, but not in a mean way.

Helga give an answer, but he hadn't really expected her to.

"So what's keeping you up?" she asked instead.

"My conscience I guess."

"But you're mister look on the bright side. What could your conscience possible be chewing you up about?"

They were already three blocks away so he decided to take a risk. She couldn't exactly avoid him or run back into her house, and while he hated to put her on the spot on such a tough topic he had to get some answers.

"You." He said quietly. "I want to help."

"Help?" she said angrily, "How are you going to do that?"

"I don't know, Helga. But I do know that I can't sit around any longer silently watching you do what you do to yourself. What happened to the strong Helga who fought and who didn't take anyone's crap? What happened to the writer, the artist?"

"I don't know, Arnold. She's gone, I guess. That girl gave up a long time ago. What did that ever get me? It didn't get my parent's love… nor the love of the one kid I cared about."

"That was fourth grade…"

Her anger stopped, "I know, I'm sorry that was low. But throughout all these years you were the one person besides Phoebe that knew everything and you just let it all slip past your radar. So I became invisible, to everybody even you. Now look, even Phoebe has given up. There's nothing to do but give up, Arnold."