Author Notes: This story has been half written for a while. It was originally a one shot but grew so long and ended up having a fitting break point, so it has been split into two parts. This was for the 64damn_prompts challenge on livejournal, using prompt #43 - empire. I interpreted it slightly differently to what you'd expect though. Hope you enjoy!


~Part One~

"Olga..." Helga growled at her older sister, her arms folded across her chest.

"But Baby Sister, it's perfect for you!"

Helga stared at her incredulously. Perfect? Perfect and Helga did not go well together. Just like Helga and Olga. Helga and Lila. Helga and – Arnold. She frowned.

A pause filled the air with silence.

It was the night of Helga's senior prom, and Olga, who had long since returned to Hillwood, was determined to help her little caterpillar sister blossom into a beautiful butterfly.

"Helga, honey, I promise that you will look stunning." Olga smiled, her eyes glimmering with affection. Helga sighed. As much as she tried to keep resenting her sister, she had become so important to her lately. Since returning from college, Olga had paid her sister more attention than she had ever received from her parents. She seemed genuine in her attempts to build bridges, and although as annoying as hell, Helga could not deny that her heart was in the right place.

Helga dropped her defensive crossed arms.

"Fine." she muttered, "I'll try it on." Olga squealed in excitement. "-But that doesn't mean I'll definitely wear it!" She added. "I don't even know if I want to go." She walked over to her bed and crashed down onto it.

Olga's perfectly shaped eyebrows arched in surprise.

"Not go to your prom? But Helga! It is a very important night for a young girl! It is the night you show everyone how much you have grown since you started school! You need to go and show them all what a beautiful, intelligent and graceful young woman you have become!"

Helga laughed. Olga was so blind.

"Intelligent, I will grant you, but I am in no way a beautiful or graceful woman." She looked at her socks. "I'm just an ugly tomboy."

Olga tutted at her sister. She carefully hung up the item she had brought with her, on the back of the door, and then sat herself next to the pigtailed blonde.

"Helga, sweetie..." She caressed Helga's hand, ignoring the flinch the action produced. "You are beautiful. You are graceful. You just haven't found a way to express that yet." Helga looked up into Olga's smiling face, her own softening as she realised the truth her sister's eyes held. She wasn't acting, or just saying it. She honestly believed her little sister was... beautiful.

"H-how... how can you say that?" She whimpered.

"Because I know you, Baby Sister. I have watched you. Yes, I may have neglected you for so many of our childhood days, focusing on attaining the levels of perfection Mummy and Daddy expected of me, but since I came home from college, I have seen what a wonderful girl you have developed into. Give me this one night to prove to you that I can make you look as good on the outside as you are on the inside."

Helga gulped. Then nodded. There was a determination in Olga's stare and a firmness in the grip on her hand, that showed she truly was a Pataki. Helga was too afraid to open her mouth to speak for a moment, lest she burst into tears at all the heartfelt emotion she was receiving.

Olga got up and collected the item from the back of the door, as Helga stood up and shook her head violently – shaking the sappiness away and getting back into Pataki-mode.

"You sure I can pull that thing off?" Helga looked at the item sceptically. Olga smiled and nodded. She pulled off the plastic cover, revealing the dress underneath.

Helga gasped.

It was a long length empire line gown, with layers of floating pink and white gauze. The high waist line was divided by a rose-pink ribbon, which tied and hung into a large bow at the back.

"I- I..." Helga didn't know what to say.

"Oh Helga, I think this will be perfect for you. When Phoebe told me that the theme was Masquerade I just knew this would be so right for you!" She handed the dress over. "Oh, how romantic it will be... you dressed like you have stepped from an Austen novel, looking like a lady of the Royal court... you will mesmerise every boy in that room!"

Helga smirked.

"And as it is Masquerade, no one will know it is me until the unveiling..."

It was Phoebe's idea to have Senior Prom as a Masquerade. The idea was to have everyone wear masks and elaborate costumes, and come alone. Then they would pair off and dance. Then votes would be cast for the best dressed male and female to be the Prom King and Queen, and at the end of the evening everyone would remove their masks and reveal their identity. It was such a romantic idea that most of the girls liked it immediately, and the boys agreed as it meant they didn't have to worry about asking a date until the dance itself.

Helga looked down at her plain pink t-shirt and baggy grey slacks. She had been tempted to just not go, and hadn't even bothered preparing a costume – much to Phoebe's dismay. She was now quite grateful that Phoebe had told Olga all about the prom. She was almost hopeful, as she ran her fingers across the gossamer folds of the dress.

"Let's make you up!" Olga cheered, grabbing a pair of tweezers and clicking them in Helga's direction. Helga's eyes widened and she backed away.
"Woah! Wait a second Olga! Don't come any closer! No! Nooo!"


Hillwood High School's gym had been transformed into a ballroom, under the careful instruction of Student Body President, Phoebe Heyrdahl. She had seen to it that the entire room was gorgeous. The walls were draped in red velvet curtains, hiding the posters for the various sports teams, and each table was covered in snow-white tablecloths, and decorated with roses and glitter confetti. There was an orchestra as well as a DJ, and the room had up-lights dotted around. It was beautiful.

Phoebe surveyed her handiwork and smiled. Then she straightened her kimono-styled gown and held up her mask as a guest approached her. The DJ was playing a catchy dance beat, and several masked couples were already dancing on the dance floor.

"Well, hello there."

She smiled at the deep, husky voice. A man dressed as Zorro had made his way over to her. He tipped his hat, and winked at her from behind his bandana mask. It was unusual seeing his hair tied back as it was, and she was sure the tight black curls were threatening to bounce back into their usual upward position. Gerald without his tall hair was very un-Gerald, though his actions certainly gave him away.

"You throw quite a party, my fair Senorita." He purred, taking her hand and kissing it. She giggled.

"I must warn you, Sir, that I am unavailable. Best be careful, as my football-playing boyfriend will be arriving soon." 'Zorro' chuckled.

"I am sure I can take him." He grinned, pulling back his black cape to reveal a plastic sword. Phoebe found herself being pulled into a kiss. She stood on her tiptoes and their lips met. She felt as though it was just the two of them in the world each time his kissed her. She was swiftly reminded that this was not the case by the sound of a young man clearing his throat embarrassedly. The two broke apart quickly, blushing.

"Sorry for interrupting." Arnold smiled, sheepishly.

"You will be…" Gerald muttered jokingly. Phoebe saw Gerald look at his friend and quirk an eyebrow. "You really went all out for the masquerade theme, huh?" He said sarcastically.

The football-headed teen laughed.

"Sorry. I bought the tux before the theme was announced, so figured it would be ok to wear this and throw on a cape and mask. It's not a problem is it?" He looked at Phoebe.

She shook her head. He looked very smart – reminiscent of a Prince. His mask was blue and covered only his eyes, and his wild blonde hair had somehow been slicked back, but he still looked distinctly Arnold-ish. His head-shape gave him away. No surprises at his identity this evening.

"You look very handsome, Arnold." She smiled. Arnold's cheeks became tinged with pink, as he thanked her for the compliment.

"Hey! Stop flirting with my best friend in front of me, Pheebs. Or do I have to get my sword out and duel him for your affections?" Gerald joked. They all laughed. "Besides, nothing you can say to him will distract him from his feelings for a certain girl we all know…" He said, slyly, watching Arnold bluster with an incredulous look on his face.

"Hey! I told you not to-"

"Yep. That Lila, sure got herself one crazy stalker." Gerald continued. Arnold visibly relaxed, then realised what had been said.

"Hey! I did not stalk Lila!"

Phoebe could tell there was more to this than what their words were saying. Lila was obviously a cover, and the identity of Arnold's newest crush was a secret between the two childhood friends. She had her suspicions though, ever since Arnold had been allocated a seat beside a certain blonde haired friend of hers' in English class. She decided to put her suspicions to the test.

"I wonder when Helga is going to arrive..." She thought aloud. She grabbed Arnold's attention immediately.

"She is coming, isn't she?" He asked, eagerly, his hands starting to twiddle with the hem of his cape.

"Well, I'm not sure... she did mention to me that she thought it was pointless and she may not even turn up." Arnold's disappointment was clearly written on his face. She had to be right in her assumption. "Though, as it is a masquerade, she may already be here in disguise!"

"Wow!" Gerald exclaimed, interrupting Phoebe and Arnold's conversation. "Who's that girl?"

Phoebe, feeling a rush of jealousy at how this girl had attracted her boyfriend's attention, turned around.

A tall, slender figure had walked into the gym, her mask hiding the top half of her face. Blonde waves of hair tumbled around past her bare shoulders. Phoebe's mouth fell agape when she realised who it was. She'd spent enough time with her best friend to recognise her, even though she had never before seen Helga look so... feminine. She looked very awkward though, as though she wasn't sure what to do with herself. Her dress was gorgeous – pink, Helga's usual colour, as expected. Phoebe was impressed with Olga's selection – a Regency-style empire line ball gown of layered silk and gauze, decorated with ribbon. It was perfectly Helga, despite the fact that it was the most feminine thing Helga had ever worn. Jealousy subsided; she looked at the reactions of her friends. Gerald had started to pretend he was not eager to know who she was, for fear of upsetting his girlfriend, however Arnold was in shock. Phoebe wondered if he had recognised Helga yet, or if he was merely appreciating the view. She was pleased she had chosen the Masquerade idea and could only hope that this would give Helga the confidence to finally confess to "Ice Cream".


Helga looked around from behind her mask. Her entrance had certainly caught a lot of attention. Several masked men had turned to stare at her, and the fact that a certain football-headed masked man was one of them had not escaped her notice.

Crimeny – you'd think I was some movie star or something the way they are staring. She thought, as she headed towards a table. She needed to sit down before she tripped on the stupidly long dress.

She realised someone was standing next to her. She looked up – her blue eyes meeting with confused green eyes, peering through a blue mask. She smiled at the football-headed man dressed in a formal tuxedo and cape. She didn't know how to greet him exactly. She opened her mouth to say something but nothing came out. She looked down and decided to remove her mask to let him know it was her. She was feeling flushed and uncertain under his intense watch, as he analysed her.

Placing the mask on the tablecloth in front of her, a wave of her blonde hair fell across her eye. She looked up with her large, blue eyes, fearful of ridicule and rejection.

"Cécile?" Arnold said in a whisper. "Is that you?" She could hardly hear him through the music, but hearing the name Cécile, she blanched.

He didn't recognise her. Boy, it must have been some major make-over.

"It is you, isn't it?" His face broke into a large smile, "It's been so long since I last saw you. Wow, Cécile, you look amazing!"

Helga blushed, but couldn't help but be a little annoyed. But, if he thinks I am Cécile, and no-one else recognises me, I can be my true self around Arnold and let him know my feelings, without worrying about my reputation! She smiled slightly.

"Yeah, sure. Cécile..." she mumbled, looking away.

"I'm sorry. I-it's just I don't know your real name..."He offered his hand, "Would you like to dance?"

She paused. Should she worry that Arnold was treating her so nicely because he thought she was someone else? Or should she make the most of this attention? She decided to make the most of it, as Arnold would never offer to dance with her if he knew she was his school bully.

"Sure, why not?" She looked up at him warmly, and placed her gloved hand in his. She stood up and he whisked her over to the dance floor, where DJ Brainy, currently dressed as the Phantom of the Opera, was playing some dance songs.

"Your dress is beautiful. Are you a Princess?" He asked, as they danced along to the beat. She laughed.

"Nope. I've just stepped out of a Jane Austen novel." She smirked at the way her sister had described it. Arnold puzzled over this obvious in-joke, which he was not privy to.

"S-so… it's been a while, hasn't it? I've not seen you since Valentine's Day back when I was nine years old. Nearly a decade. How have you been?" He seemed embarrassed talking so loudly but the music was hard to talk over.

"Why don't we talk about this later, Foo- Arnold." Helga cringed at her slip up. He would surely figure out it was her if they kept talking and her nickname for him slipped out. He seemed a little disappointed.

She frowned. This wasn't working. The two danced beside one another without speaking for the rest of the song, avoiding each other's glances.

Helga felt so guilty for lying to him. She couldn't possibly hide herself from him for much longer. And what if by hiding herself behind her Cécile persona, she missed her chance to confess to Arnold for real? What if they graduated high school and went their separate ways? She would forever lament this dance, this silence amongst the booming beat of music and the sight of her beloved Arnold looking so uncomfortable and confused. She couldn't pretend anymore. This was a masquerade – her entire life had been a masquerade. It was time to take off the mask and show Arnold the real Helga G Pataki.

"Arnold." She stopped dancing and put her gloved hand on his shoulder. He turned to face her, with a look of surprise briefly flashing over his features.

The loud music faded out and for a moment Helga thought her wildly beating heart had pumped the blood to muffle her ears. The sound eased into a slow ballad. Her confession stuck in her mouth and she gulped it back down when her eyes met his. He smiled, almost knowingly. Without a word he took her hand and pulled her close.

She forgot how to move, so intimate was the gesture. Last time she had been so close to him was when he danced the tango with her back in fourth grade. His hand moved to her waist – only the thin layers of silk and gauze between his hand and her bare skin. She shivered in pleasure at the thought. She felt light as air as they swayed to the ballad. She was slow dancing with Arnold.

She snapped out of it, looking up at Arnold's amused face. She must have had that stupid goofy smile on her face again.

As it dawned on her that she was in his arms, confessing suddenly didn't feel so urgent. She smiled to herself. I should enjoy it while I can.

She moved in closer to Arnold, wrapping her arms around him and resting her head on his shoulder. Her smile grew as she felt him jump in surprise at the intimate action, then he relaxed again. His hand twitched at her waist. She revelled in the warmth of the embrace, breathed in his scent and tried to memorise how it felt, just in case this should turn out to be a dream. Just in case her confession failed.

"Cécile…" She felt Arnold's voice rumble in his chest. It sounded like he was pleading. "Please… tell me who you really are. Tell me you are the girl I want you to be. Tell me you still feel the same about me as before…"

Helga froze.

Did that mean…? Was it even possible that he knew?

He pulled away, surprised that their slow dance had ended. He then held her hands, before lifting one of his to her face to move the blonde locks from over her eye. He removed her final mask. She could only look into his green eyes as they twinkled with realisation. She felt the tears begin to well in her eyes.

"Helga…" He spoke her name as if it were the most beautiful in the world. As soft as a sigh from an angel.

"Arnold…" She whimpered, "Y-You knew?"

He smiled, bringing a finger to wipe a straying tear from her cheek.

Helga wanted nothing more at that moment but to kiss him, but for some reason her old habit seemed to crop up.

She panicked.

She stepped back, almost tripping up on her dress, and succeeding in bumping into another slow-dancing couple.

As she rushed out of the gym, she heard Eugene cry "I'm okay!" as Sheena helped him up, she heard Phoebe asking if she was alright, and she heard Arnold call her name, in a voice that echoed in her head, full of hurt and panic. But she didn't stop running.

AN: Thanks for reading. Sorry about the cliffhanger. I'll upload Part Two when I have time. I'll try not to keep you waiting too long. Let me know what you thought by leaving a review. I alwasy love to recieve feedback of any kind. xxx