[A/N: Hey guys! I wrote this a while ago but I'm finally uploading it, even though it's after Halloween. Hope you still have room in your hearts for a little Halloween-themed fun (AND FLUFF) with the gang ;) Enjoy!

I don't own Hey Arnold... or the "Thriller" song/dance/awesomeness]

The autumn air was getting colder and leaves whipped past in a wind-blown fury as Arnold gazed out the window of Mr. Simmons' 5th grade classroom. Another year older and they still had the most "special" teacher at PS 118 but that wasn't so bad considering some of their other options.

The morning bell rang and the students quieted as Mr. Simmons called the attention of the room.

"Hello, class!" Mr. Simmons chimed as he stood leaning against his desk. It was way too early for his chipper demeanor but the kids were used to it. "I have some extra special news for all of you. In the spirit of the season, PS 118 will be having its first ever Halloween contest!"

This piqued the interest of a number of students and the murmurs of excited voices began to overshadow Mr. Simmons'.

He chuckled, "I know, I know. Settle down and I'll explain all of the details! For the contest, each class is being asked to create a Halloween-themed video of their choosing. There will be only one winning class and –"

"What are the prizes?" Harold called out, interrupting.

"Well, Harold," Mr. Simmons stepped forward, clasping his hands together in excitement. "The winning class is going to receive group tickets to FrightFest at Dinoland on Halloween night!"

The room erupted into cheers.

"I love Dinoland!"

"Boy Howdy, this is gonna be great!"

"Whaddaya reckon we should do for the contest, Sid?"

Gerald leaned over to Arnold, "Man, FrightFest at Dinoland? We gotta win this thing!"

"Yeah!" Arnold's smile stretched wide across his oblong head. "What should we do?"

Mr. Simmons gathered the attention of the class once again.

"Alright, boys and girls, I know you're excited but we need to get started on our history lesson!"

The kids settled down, facing the front of the classroom as ideas buzzed in their heads.

. . . . . . . .

"I've got it!" Gerald said as he plopped his lunch tray down next to Arnold's at the table.

Arnold finished his swig of milk, replacing the carton to his tray. "Got what, Gerald?"

"The winning idea, Arnold!" Gerald settled into his seat but didn't touch his food. "We're goin' to Dinoland, I can tell you that right now!"

"Okay, so what is it?"

Gerald whispered to Arnold.

"That's a great idea!" Arnold exclaimed.

Gerald scooted his chair back and stood up on it as he called his peers' attention.

"Ladies and gentlemen of the fifth grade!" He held his hands up, calling for them to cease all present activity. Once all eyes were on him, he continued. "How many of you… love Dinoland?"

The crowd mumbled a bit.

"And how many of you would love those free tickets to Dinoland on Halloween night?"

Some nods and murmurs of affirmation.

"We are being called to ban together, my friends, and by doing so we will achieve that goal! We can win this Halloween contest! And do you know how?" Gerald put his hands on his hips.

The other fifth graders looked at each other, then back up to Gerald.

"By making… a re-make of the Matthew Johnson "Horror" video!"

Kids cheered from the tables and Gerald stepped down from his platform, proud of himself.

He and Arnold exchanged their signature handshake and went back to eating.

Meanwhile, Sid, Stinky, and Harold were sitting at another table on the other side of the lunchroom.

"What the heck is the Matthew Johnson "Horror" video?" Harold asked.

Sid shrugged. "I think it's some music video from the 80's,"

Stinky scratched his head. "That's funny, I always thought it was called 'Thriller'."

. . . . . . . .

That afternoon, all of the kids congregated at Arnold's house to watch the "Horror" video. Arnold, Gerald, Helga, Phoebe, Rhonda, Harold, Stinky, Sid, Lila, Nadine, Eugene, Curly, and Sheena were all packed into Arnold's room, watching the video on his desktop computer.

The dance scene finally came up and some of the kids started to groan.

"Boy howdy, we're supposed to learn all that?" Sid exclaimed dramatically. "That'll take months! We only have a few weeks!"

"This does look ever so complicated, you guys…"

Curly jumped up from Arnold's couch. "I can do it!"

Helga elbowed Phoebe in the side and jerked a thumb at Curly. "This oughta be good," she commented sarcastically.

Curly moved to the center of the room and started imitating the dance steps with surprising ease, getting a little more into his zombie character than was probably necessary, while the others gawked.

"I guess we found our dance instructor," Arnold laughed as Curly bowed and returned to his seat.

"What about costumes?" Sheena questioned.

"And make-up?"

"Those outfits are hideous!"

"Do we have to sing?"

"Who's gonna film it?"

Arnold tried to get everyone's attention. "Guys… guys… guys!"

Still, the questions and comments persisted.

Helga rolled her eyes before shouting, "Would you chuckleheads pipe down! Football-head here is tryin' to say somethin'." She turned to Arnold. "Please, grace us with your infinite wisdom," She rolled her eyes and crossed her arms before sighing internally. My love…

Once Arnold had everyone's attention, he began.

"Okay, well here's what I think we should do. I know how to make fake zombie bites with liquid latex so I can help with that. Curly just said he'd help us with the dancing,"

"I'd be happy to help with the choreography, as well, if you guys want!" Eugene offered enthusiastically.

Arnold hesitated, knowing full-well how easily something could go wrong with Eugene being involved. But at the same time, he did have theatrical strengths. "Okay, Eugene. You and Curly are in charge of the choreography. Anyway, who wants to do the filming?"

"I'll do it," Gerald volunteered. "And I'll do that one part with the creepy deep-voiced guy,"

Arnold nodded. "You sure you don't wanna be in the video itself? It was your idea,"

"Nah, man. It's cool,"

Phoebe spoke up. "So who's going to play Matthew Johnson? I believe we need someone to play his role as well as the role of his date,"

"I think Arnold should do it," Stinky drawled.

"Yeah! Arnold should be MJ!" Sid cheered.

The other kids offered a chorus of agreement and Arnold shrugged. "Sure, I'll do it,"

Nadine faced the group once everyone quieted down. "So then who will play that girl he's with?"

"I think I—" Rhonda began her attempted claim at the co-starring role but was ignored when Sheena offered a nomination.

"Well, I think Lila should do it!"

"Me?" Lila's eyes widened as she pointed to herself in surprise. "I'm ever so flattered that you think I could do it but I dunno…" She felt a little awkward being cast as Arnold's "date", since she didn't like him like him and didn't want him to get the wrong idea.

"Yeah, let Lila do it!" Sid agreed.

"That would make sense since you're always talkin' bout how you hate scary movies…" Gerald scratched his chin as he considered.

Helga rolled her eyes and scowled at Lila, unbeknownst to her peers. "Little Miss Perfect, at it again…"

Lila eventually gave in to her classmates persuasions. "Okay, I'll do it, if you guys insist! I'm so thankful that you all think I could –"

Helga stood up, interjecting, "Yeah, yeah, you're flattered, wooptie-doo. So when are we gonna start workin' on this? I'm pretty sure this is gonna take a while to do and I dunno about you morons, but I intend to win,"

Arnold went over to his computer and closed the internet browser before turning back to his friends. "We can get started tonight. Let's all meet at Gerald Field tonight after dinner. Sound good?"

Everyone nodded in affirmation and filed out of Arnold's room, headed home with thoughts of anticipation, and zombies.

. . . . . . . .

That evening, the sun had all but set over the city when the gang reconvened at Gerald Field wearing sweatpants and hoodies to block out the cold.

Gerald had brought a CD player with the instrumental track of the song loaded and ready. He set the player on an overturned crate in the corner and turned the volume up.

"Alright, Curly. Go for it, man," He pulled a chair up and got comfortable since he wouldn't be learning the dance.

Curly moved to the front of the group and everyone spread out as he began to slowly demonstrate the dance.

"Step… step… Head twitch… step… head twitch, step, head twitch… turn to the side, arms out and hips…" Curly illustrated his instructions with an excellent imitation of MJ's dance.

"Aw man, I don't wanna shake my hips! That's girly!" Harold complained.

Stinky agreed. "Yeah, I reckon that's bout as girly as ya can get!"

Arnold was diligently mimicking Curly's movements. "Come on, guys. It's part of the dance and when it's all finished we're gonna have the best video of them all!" His characteristic powers of persuasion won and the complaints ceased.

A little over an hour later, everyone had gotten the hang of the first half of the dance. After Curly demonstrated the second half, everyone practiced that while Curly helped Arnold with his solo part.

"Are you bothered that Arnold and Lila have been paired for our video, Helga?" Phoebe asked as she practiced her footwork with slow, careful movements.

"Pfft," Helga scoffed. "Why should I care if he and Little Miss Perfect are supposed to act all ga-ga over each other…" She crouched down, slowly up righting herself and stretching her arms to the sky before proceeding into the next move.

"I just thought since-"

"Well, you thought wrong, Pheebs. I couldn't care less," Helga's emphatic tone indicated the conversation was to end there. However, her thoughts about the situation did not.

Oh Arnold, my love. How I wish I could have been cast alongside you. The adoring date to your charismatic Matthew Johnson. Oh, how I pine for my ardor to be returned and to be your real date, seeking shelter under your protective arm… without the zombie attack, though…

Arnold was finally getting the hang of his part in the second half of the dance so everyone came back together to run through the whole dance as a group. Gerald started the song over at the beginning of the dance scene and the gang trudged messily through their steps. The monster walk seemed easiest to everyone until Eugene turned the wrong way and ran into Sid who toppled over into Stinky who fell on Nadine and so on and so forth…

A pitiful voice escaped from the mass of entangled limbs. "I'm okay…"

"I think we should call it a night," Gerald turned the CD player off and walked over to the pile of kids as they untangled themselves.

"Yeah, let's practice the dance on our own and we can meet up here every day after school to practice together until we're ready to start filming," Arnold said as he stood up, brushing himself off.

"That sounds good," Nadine said as she pulled a leg out from underneath Sheena and everyone else murmured their agreement.

Helga was on the bottom of the pile, trying to free herself from Harold's girth but unfortunately, he still had a couple people pinning him down.

"Do you want some help, Helga?" Arnold reached out a hand.

"I can handle it myself, Arnoldo," Helga scowled as she attempted to army crawl out of the shrinking pile. Sid and Stinky had started to argue about whose leg was hooked around whose arm so the progress halted. Helga let out a frustrated sigh of resignation. "Okay, fine,"

She took Arnold's hand and he helped free her from the pile and stand. His hand lingered over hers just a moment too long and Helga felt sparks run through her skin. She fought the giddy, love-struck grin that threatened and instead, ripped her hand out of Arnold's grasp. He swallowed his blush and cleared his throat.

"Uhh… see ya later," And with that, he walked briskly over to Gerald.

It had been months since Helga's rooftop confession to Arnold. They had agreed it was only in "the heat of the moment" but that couldn't have been farther from the truth. Since then, Helga had returned to her snarky ways when it came to interacting with Arnold but it was sometimes painfully obvious that he knew more than he let on. In fact, Arnold himself had spent a lot of time thinking about the implications behind that incident. Though he wasn't ready to make a move, he found himself viewing Helga in a new light, a realization that often left him a bit flustered.

Gerald had his CD player tucked under his arm, ready to go, when Arnold walked over. "So, how you feelin', MJ?"

"Good. I think it's gonna be great. We need practice, obviously, but I'm sure we'll all have the dance down soon. I need to practice the singing parts, though," Arnold pulled his hood over his head to block out the chilly wind as he and Gerald turned to leave. The rest of the gang had already gone their separate ways.

"You got this, man. I just can't wait to actually make the video. We're gonna kick everyone's butts!"

"Definitely," Arnold smiled.

As Arnold and Gerald proceeded down the sidewalk, Wolfgang and Edmond came out of hiding, peering around the corner of a building.

Wolfgang laughed. "So the fifth graders think they're gonna win those tickets with their little sissy dance… they've got another thing coming!"

"What are we gonna do about it?"

"We're gonna steal their tape before they have the chance to turn it in, duh,"

Edmond chuckled. "That's a good idea! You're really smart, Wolfgang,"

Wolfgang sneered. "Shut up,"

. . . . . . . .

A couple weeks passed and they were finally ready to make their first attempt at shooting the video. Their dance moves weren't perfect but they had learned the steps and were able to keep in sync with one another.

It was a Tuesday evening and everyone was at Arnold's house getting into costume. Sheena had found old suits and dresses in the thrift store that she altered, making them appear more "zombie-esque". Rhonda had even gotten in on the action, too, calling it "vintage zombie-chic".

The kids were dressed in their costumes and were in the process of applying black, grey, and white make-up to their visible skin to give them a ghoulish appearance. Their eyes now looked hollowed-out and their hair was disheveled. They had non-toxic blood capsules that, during the video, some of them would bite down on to make it look as though blood were oozing from their mouths.

Helga was in the bathroom with Phoebe, smudging black make-up under her eyes.

"Oh, this is so exciting!" Phoebe squealed. Her chipper attitude didn't quite mesh with her horrific appearance. She wore a torn-up, light blue dress that came just below her knees. It fit snugly at the top but flared out once it reached the hips. One of the straps dangled by only a few threads and she had a matching, equally torn-up, hat secured to her tousled, frizzy hair.

Helga's costume was just as tattered. It was a deep pink dress with gashes all over that came to her knees and she wore ripped white stockings with a pair of beat-up old black heels. Her hair was no longer in pigtails and she had blow-dried it upside down, and then sprayed it with hairspray, causing it to stick up in every direction. A tattered pink bow adorned the top of her head.

"I gotta admit, this is my kind of costume," Helga laughed in the mirror, giving herself an evil grin.

"Hey guys," Arnold appeared in the doorway. He was wearing a bright red suit that almost matched the one Matthew Johnson wore in the video.

"Hi Arnold, would you excuse me? I'm going to go see if I can find the shoes Sheena brought for me!"

"Yeah, sure," Arnold watched Phoebe walk out and then turned his attention to Helga who was continuing to darken her lids, highlighting the bones around her eyes with white make-up to add dimension. "So Helga, where do you want your bite?"

Helga practically jumped out of her skin. What kind of question was that?

"My what?" She turned around sharply.

Arnold realized the implications of what he'd just asked and felt heat rising to the surface of his cheeks.

"Oh, uhh… I meant your zombie bite… You know… with the liquid latex," He held up a shoebox of materials.

"Right…" Helga's breathing started to become regular again. "I dunno, where's everyone else getting it?"

"Anywhere, really. Well, so long as it isn't covered by your clothes. You could do your arm, sometimes people put them on their necks…" Arnold couldn't help but feel sheepish again.

Helga did her best to hold back a swoon at the idea of Arnold putting a zombie bite on her neck. Sure, it wasn't the most romantic thing in the world but still.

"I don't think so, Hairboy. You can put it on my shoulder but don't try any funny business, got it?" She quietly breathed a sigh of relief at her recovery.

Arnold rolled his eyes. "Whatever you say, Helga,"

"So what do I have to do anyway?"

"Just sit on the toilet. It's only gonna take a couple minutes," Arnold said as he pulled a bottle of fake blood out of the shoebox. "Actually, this is gonna be a little uncomfortable but can you lean over the bathtub for a second? This stuff stains really easily so I don't wanna spill it on anything it won't come out of,"

Helga leaned her shoulder over the bathtub, supporting her weight with her arm on the edge, as Arnold poured a bit of the fake blood over her shoulder. He dabbed it a little with toilet paper and Helga re-positioned herself back on the toilet seat. Then he put some tissue over her shoulder, followed by liquid latex. He blended different shades of red, blue, and black make-up around the wound.

All the while, Helga was swooning in her head as she took in the scent of him.

Oh, my love. You're so close yet so far away. If only you knew that it's taking everything in my being to restrain myself from grabbing you and kissing you and…

Arnold peeled away at the mess he'd created on Helga's shoulder, then dripped a few droplets of fake blood onto the area, revealing a gruesome zombie bite.

"All done. What do you think?" Arnold replaced his supplies to the shoebox as Helga stood up to admire her wound in the mirror.

"Not half-bad, Football-head,"

"Cool. Once everyone's done getting ready, we're gonna go outside to do the fake blood so we don't have to worry about staining anything. See you out there,"

Helga watched Arnold leave and turned back to the mirror, admiring his handiwork once more.

. . . . . . . .

Once everyone was outside, Arnold and Gerald went around with bottles of fake blood, pouring varying amounts over their friends' arms, legs, and necks.

"This isn't going to stain, is it?" Rhonda grimaced as the sticky liquid dripping down her calf and into her shoe.

Arnold looked up. "Well…"

"Just scrub hard tonight, Princess," Helga rolled her eyes.

Everyone was looking particularly grotesque by the time the bottles were empty. Arnold had found a fog machine in the attic and was setting it up on the sidewalk.

"Guys, I think we should run through the dance one time before we start recording," Eugene suggested.

"That's a good idea, Eugene. You guys go ahead and I'll figure out this whole fog machine business," Gerald took over for Arnold as the gang lined up to practice the dance one more time.

Arnold took his position in front and the group fanned out into a triangular shape with Helga behind Arnold on his left and Phoebe behind him on the right. Curly ran over to the CD player and pushed play before scurrying back to take his place in the third row.

Arnold led the group forward, taking a few slow steps before the beat picked up and he twitched his head. Once, twice, three times.

They turned to the left, one arm in front and the other behind, as they stepped forward, wiggling their hips. Then step and claw the air, step and claw the air. Turn to the right, step and claw the air, step and claw the air.

Gerald stifled a laugh when they came to the pelvic thrusts part. They were doing pretty good!

A clap above their heads, then slide to the side. Stand straight, shoulders up, look left, clap again and go back.

They finished the dance without a hitch and paused to catch their breath.

"That was great! You guys nailed it!" Gerald stood up from the curb. He pointed to the fog machine. "I figured out how to get it started so it'll be ready once we get back,"

"Okay," Arnold addressed the group. "Gerald, Lila, and I are gonna walk up to the movie theater to shoot the first part of the video. Do you guys wanna just stay here at my house until we get back?"

"Can we stay here but inside your house? It's freezing!" Sid rubbed his arms through tattered sleeves.

"Yeah, sure. Just take the fog machine in with you, then," Arnold headed down the sidewalk with Gerald and Lila in tow.

Helga crossed her arms, watching them go with jealousy in her eyes. She looked around. Everyone had filed into Arnold's house so she was alone now. Whistling nonchalantly, she took a couple casual steps away from the boarding house before stealthily following behind Arnold.

. . . . . . . .

Outside the movie theater, Gerald pulled his video camera out of a backpack slung over his shoulder.

Lila stood in front of the ticket booth, arms crossed over her denim jacket. She wore matching capri pants and a pair of heels, just like in the video. Arnold waited for Gerald's signal before he approached Lila, as though he'd just come out of the glass doors behind her.

"It's only a movie!" He began, stifling a laugh.

Lila turned to him with a sweet, doe-like expression. "It's not funny…"

"You were scared, weren't you?" Arnold smiled.

"I wasn't that scared,"

Arnold laughed again. "Yeah, you were scared,"

Helga, hiding behind a trashcan near the entrance, scoffed. "Give me a break,"

Arnold and Lila began to walk down the street as Arnold started to sing. They planned on re-recording the audio later since the camera wouldn't be able to pick up Arnold's voice as well once he started dancing. As they made their way down the street, Arnold danced and sang around Lila as she smiled and watched him.

"It's close to midnight, and somethin' evil's lurking in the dark. Under the moonlight, you see a sight that almost stops your heart,"

Meanwhile, Helga was following closely behind, biting back bitter remarks as she scrutinized Arnold and Lila's every move.

"Now is the time for you and I to cuddle close together," Arnold put an arm around Lila, causing Helga to growl. "All through the night, I'll save you from the terror on the screen. I'll make ya see,"

Gerald got some footage of Arnold and Lila trotting arm-in-arm down the sidewalk before he stopped recording.

"Got it!" He put the lens cap back on his camera and replaced it to his backpack.

"Oh, I'm ever so excited to see how this turns out!" Lila clasped her hands together and smiled wide.

While they were distracted, Helga slipped past them, sprinting back to Arnold's house to ensure she arrived before they did.

. . . . . . . .

"We're back!" Arnold called out as he walked through his front door, a herd of cats, dogs, and Abner rushing past him and out into the October cold.

"Willikers! Y'all sure been gone for a while!" Stinky stood up from the couch as Arnold, Gerald and Lila walked into the living room.

Arnold turned to Helga who was bracing herself against the wall, panting heavily. He raised an eyebrow. "Are you… okay?"

Helga looked up at him without raising her head. "I'm… just… peachy…" She sputtered between breaths.

"Okay," Arnold shrugged and turned to face everyone else. "So, are you guys ready for your part?"

The group cheered. Phoebe spoke up once everyone began to quiet. "Arnold, don't you need to alter your costume for this next scene? I must say, you don't quite look like a zombie right now,"

"Yeah, I know. We have to shoot the part where you guys crowd in on me and Lila before we do the dance,"

Sid jumped off the arm of the couch. "What are we waiting for? Let's go!"

The kids rushed outside and all of the zombies formed a wide circle around Arnold and Lila. Gerald set up his camera and filmed as the kids dragged their legs, moaning and drooling fake blood as they closed in on the pair. Arnold and Lila clung to each other, feigning fear, as the zombies drew nearer.

Gerald stopped recording. "Got it!"

Arnold walked over and reached into Gerald's backpack, retrieving a pair of scissors. "Okay, guys. Make me a zombie!"

Everyone went to work on Arnold: Tearing up his suit, applying make-up and slopping him with fake blood until his appearance was breathtakingly horrific. Then they proceeded to shoot the brief scene in which Lila realizes Arnold has become a zombie. With the preliminaries in order, the group got into position to do their first take of the dance itself.

Gerald set his camera up on a tripod in the middle of the street as Arnold positioned the fog machine at the curb. As a dense artificial fog crept along the pavement, the kids prepared for their big dance. Gerald counted them down and pushed play on the CD player.

The first half of the dance went well until Eugene tripped on a partially shredded remnant of Sheena's gown. Take two was great until Arnold flubbed the lyrics in the second half of the dance. After a few attempts, they finally managed to get through the entirety of the dance without missing a beat.

"And that is a wrap!" Gerald turned his camera off and replaced the lens cap. "Just gotta edit this bad boy and take care of the rest of the audio and we're set!"

Arnold and Gerald exchanged their signature handshake as the rest of the gang talked excitedly amongst themselves before getting ready to head home.

Helga was sitting on the curb, nursing her blistering toes as she scowled at the heels she had cast aside. Arnold approached.

"How are your feet?" He plopped down on the curb next to her.

Helga rolled her eyes. "Well, when they fall off and I have to crawl around, dragging myself by my arms, I'll look like even more of a zombie than I do now,"

Arnold laughed as he picked up one of the loathed shoes. "I don't know how you girls walk around in these things," He examined the heel. "They don't look very comfortable,"

"Newsflash, bucko," Helga snatched the shoe out of his hand. "It's not exactly somethin' I do every day. Besides, I was dancing in these things. I'd be surprised if I didn't have blisters," She stood up, wincing as she put pressure on her feet.

"Are you okay?" Arnold handed her other shoe to her.

Oh Arnold, I'm perfectly fine so long as you're near me.

"I'm fine, Arnoldo," She paused. He was so cute when he locked those big beautiful green eyes on hers. "Just let me know how the video turns out. I told you, I intend to win. Don't go sendin' it in before I see it, got it?" She poked him in the chest.

"I wouldn't dream of it," Arnold watched her with a half-lidded gaze as she walked down the sidewalk. He realized a moment later that he'd been staring dreamily at Helga and shook his head, quickly making his way to his front door.

. . . . . . . .

Later that night, Arnold and Gerald were in Arnold's room getting ready to record their audio parts. Gerald had his microphone set up on Arnold's desk and Arnold waited patiently, sitting on his couch and doing his best not to make a sound. Gerald cleared his throat and in a deep, bone-chilling voice he began.

Gerald made a hilariously menacing face at the "creatures crawling in search of blood, to terrorize your neighborhoods" part. Arnold held a hand to his mouth, silently stifling a laugh. When Gerald was finished and the microphone was turned off, Arnold let out his chuckle.

Gerald bowed and motioned to the microphone. "Your turn, my man,"

Arnold got up and approached his desk. He cleared his throat and looked back at Gerald who was flopped over Arnold's couch, looking through a comic book.

He pressed record on the microphone and sang through the song a few times before finally finding a keeper.

Once they finished, Gerald transferred all of his files onto Arnold's computer so that Arnold could do the editing.

"I can't believe how awesome this is!" Arnold stared in wonder at the screen as he watched him and his friends dancing soundlessly in the dark on the screen.

"It's gonna be even better once we add in the audio. We've got a beast here," Gerald nodded toward the screen and then started packing up his belongings. He headed for the door. "I gotta head home though. I'll catch you later, Arnold,"

"See ya, Gerald," Arnold called over his shoulder as he clicked through various windows on his computer.

. . . . . . . .

A few days later, Arnold and Gerald were walking through the park after school, discussing the contest.

"Man, FrightFest is gonna be off the hook!" Gerald exclaimed.

"We haven't won yet, Gerald,"

Arnold and Gerald came to a bench and sat down. "Come on, Arnold. Live a little. You saw our video! We got this one in the bag!"

Arnold chuckled. They had put a lot of effort into their entry and it had paid off from what they could tell. "Yeah, I just don't want us to get our hopes up. But you're right. We do have a really good chance of winning at this rate!"

"That's what I'm talkin' about!" Gerald eyed Arnold's backpack lying against one of the legs of the bench. "Speaking of which, you have the tape with you, right? I wanna take it home and see if there's anything else we might wanna add or cut out,"

"Yeah, it's right here," Arnold reached down and patted the front pocket of his bag.

In the distance, the boys heard the familiar sound of the Jolly Olly Man's ice cream truck.

"I think we deserve Mr. Fudgie's right about now, what about you?" Gerald stood up.

"I think you're right,"

Arnold and Gerald ran to the edge of the park entrance where the ice cream truck was parked, not even noticing that Arnold had absent-mindedly left his backpack still sitting under the bench.

Meanwhile, Wolfgang had been looming nearby, fully aware that the fifth graders had just about finished their contest entry.

"Alright," Wolfgang spoke to Edmond as he peered around a tree near the bench. "Football-face and his loser friend are distracted. I'm gonna run and grab that tape. You cover me,"

"Sure thing, Wolfgang," Edmond chuckled.

Wolfgang ran over to the bench. He could see that Arnold and Gerald were a couple hundred feet away, their backs turned as they spoke to the Jolly Olly Man through the window in his truck. Wolfgang rifled through Arnold's backpack until he found the tape in the front pocket.

"Got it," He snickered to himself. Arnold and Gerald had gotten their ice creams and were about to head back so Wolfgang darted out of sight and back to Edmond.

"Did ya get it?"

Wolfgang gave Edmond a rough shove. "Duh, of course I got it. Those little fifth grade wussies aren't winning anything," He laughed as he and Edmond disappeared deeper into the trees.

"Man, that Mr. Fudgie really hit the spot," Gerald said as he and Arnold got back to the bench.

"I can't believe you finished that already," Arnold said, still working on his own ice cream.

Gerald shrugged. "Well, I wasn't about to just let it melt all over my hand when it's this cold outside,"

"I guess it is a little cold out for ice cream," Arnold noticed the cool breeze that threatened to blow his hair into his face.

Gerald laughed. "Yeah, but it's so worth it,"

"Agreed,"

Gerald took note of the setting sun and stood up, grabbing his own backpack from underneath the bench. "It's probably dinner time at my house, though, so I should go. If I'm not back before the streetlights come on, my mom'll bust my butt,"

"Sounds good," Arnold said, finishing his ice cream and tossing the stick into the trashcan by the bench. "Just let me give you the tape," Arnold unzipped the front pocket of his backpack and immediately felt a panic try to settle in.

"What's wrong?" Gerald noticed Arnold's shocked expression.

"The tape! It's gone!"

"What? What do you mean it's gone? I thought you said you had it!" Gerald waved his arms in the air.

"I did! I don't know where it could be," Arnold searched through the other compartments in his bag. "It's not in here anymore, though,"

"Aww man… you've gotta be kidding me…" Gerald slapped a hand to his forehead and started to pace.

Arnold sat on the bench with his elbows resting on his knees, holding his head up as he tried to think.

"What are we gonna do, Arnold?" Gerald's voice was anxious.

Arnold tried to think of all the places he could've possibly left the tape. He specifically remembered putting it in his bag that morning before school so he knew it wasn't at home. He never took it out of the bag at school though… except once. Sid had asked about it during lunch and Arnold had briefly opened the bag to show him he had the tape and was gonna give it to Gerald that afternoon.

What could've possibly happened to it? That's when Arnold remembered a certain interaction with Wolfgang on the bus after school.

"Well, well, well… I hope you little fifth grade losers don't think you're gonna win those tickets," Wolfgang had snickered as he and Edmond leaned back over their seat into Arnold and Gerald's faces.

"Oh yeah, why's that?" Arnold asked.

"Because you're gonna lose!" Edmond retorted, laughing.

Wolfgang elbowed him in the side, eliciting a pained grunt in response.

"Because you're gonna lose!" Wolfgang repeated, laughing.

"Yeah, whatever, Wolfgang. We're gonna beat you guys, and the rest of the other classes, too!" Gerald snapped. "Just wait, you'll see!"

Wolfgang gave them another sinister laugh. "Trust me, I doubt it,"

In the present, Arnold was struck with a realization and stood up from the bench, his brows furrowed as he hoisted his backpack onto his back.

"I think I know where our tape is,"

. . . . . . . .

So much for that idea. Arnold and Gerald had found Wolfgang hanging out with some of the other sixth graders in Gerald Field and approached them.

"What do you dorks want?" Wolfgang sneered, crossing his arms as the boys approached.

"Give us our tape back, Wolfgang," Arnold meant business.

Wolfgang laughed. "Who says I have your stupid tape?"

"Who else would have it? Stop playin' around, Wolfgang. You've been taunting us about this contest since day one and now all of a sudden our tape disappears?" Gerald's eyes narrowed.

"And what if I did take it, huh? You punks aren't gonna do anything about it," Wolfgang grabbed both boys by their shirts and lifted them up.

The boys lost their aggression and instantly become nervous at the realization they had been lifted off the ground. Their legs kicked as they tried to squirm out of Wolfgang's grip.

"See you at school, losers," Wolfgang let the two go with a toss of his wrist and they fell to the ground with a thud.

. . . . . . .

A couple days later, the crisp wind blew Helga's hair as she made her way down the sidewalk after another fight with Big Bob. Of course Miriam had been too inebriated to defend her so rather than brood in her room, Helga had decided to take a walk.

She clutched her jacket closer as she kicked pebbles along the pavement. She hadn't been paying attention to where she was going and before she noticed her location, a familiar voice startled her out of her thoughts.

"Oh, hey Helga,"

Helga whipped her head around to see Arnold kneeling outside of his house, newspapers spread out in front of him and a couple of pumpkins off to the side.

"Criminy Football-head, don't scare me like that! What's wrong with you!?" She scowled at him with her hands on her hips.

"Sorry, Helga…" Arnold returned his attention to the pumpkin in front of him. Helga watched as he used a large spoon to scrape out the insides of the gourd. Arnold noticed her watching. "Do you wanna do one?" He motioned toward one of the pumpkins sitting on the outskirts of the newspaper.

Helga snapped out of it. "What? No, why would I want to carve pumpkins with you?" She scoffed and crossed her arms.

"Come on, Helga. It's fun. Besides, I need to tell you something,"

Oh my gosh! What could Arnold want to tell me? My love, tell me of your undying devotion, I pray, let it be true! Oh, be still my quivering heart…

"Uhh… okay…" Helga knelt down next to Arnold, hesitantly.

He handed her a pumpkin of her own, along with a Sharpie to draw a face first. She went to work drawing facial features as Arnold watched her.

"Is there a problem, Arnoldo?" Helga spoke without looking at Arnold.

He jumped a little, flustered that he'd been caught staring. "N-no, nothing," He cleared his throat awkwardly. "Umm… actually," He pulled the top off of his pumpkin and started pulling out the mess inside as he spoke. "Actually, there is a problem. Our tape is gone… the MJ tape,"

"What?" Helga stopped drawing and looked at him. "What do you mean, it's gone?" Her eyes narrowed.

Arnold sighed. "Wolfgang took it. Gerald and I have been trying to get it back but we haven't had any luck… it doesn't look good," Arnold hung his head and focused on cutting out the face of the pumpkin with a little knife.

"We've gotta do something though. I did NOT get blisters on my feet for nothing, Football-head. Those chumps are gonna pay," Helga balled up her fists and cracked her knuckles.

"He isn't giving it up. And I don't want you to go getting yourself knocked around, too,"

Helga's face softened and held back a sigh. He doesn't want me to get hurt!

"I've just been trying to figure something else out… some other way that we can get that tape back," Arnold poked out one of the triangular pumpkin eyes. "It's due in two days so we don't have a lot of time,"

Helga picked up the spoon and went to work scraping the inside of the pumpkin as she tried to contemplate her own plan. She pulled out fleshy globs of pumpkin seeds and slopped them onto the newspaper. She was having a little trouble getting the inside of her pumpkin smooth and Arnold noticed.

"Here, can I show you?" Without letting her respond, Arnold placed a hand over hers, still holding the spoon. He scraped along the inside of the pumpkin with her and Helga could hear her heartbeat in her ears. Her hand felt hot from the contact and she stared at their hands in awe.

"See? Now you don't have all those little pieces hanging everywhere," He let go and took note of Helga's flustered state. Arnold did his best to hide the pinkening of his own cheeks.

Helga cleared her throat, trying to regain composure and stammered. "Uhh… y-yeah. Great…" She coughed and muttered. "Thanks…"

"No problem," Arnold smiled at her, letting his gaze settle on her for just an extra moment before he went back to perfecting his own pumpkin.

They worked in silence for a few minutes before Helga had an idea. A sly smile crossed her face and she turned to Arnold.

"I know how we're gonna get that tape back,"

. . . . . . . .

"You sure she's gonna come through, Arnold?"

Gerald didn't have much faith in Helga but Arnold trusted her, given how many times she'd come through for him in the past.

"Yeah, Gerald. Just come on,"

Arnold and Gerald had followed Wolfgang to his house the next evening after his oboe lesson. The sun had already all but disappeared and the boys were waiting for the perfect moment to spring their plan on Wolfgang.

They cornered him in an alleyway by his house.

"Hey Wolfgang!" Gerald called out and Wolfgang whipped around.

"Huh?" He registered the identity of the voice. "Oh, it's you two. What do you want?" He crossed his arms, a cocky smirk on his face.

"We want you to give us our tape back," Arnold said authoritatively.

Wolfgang laughed as he pulled the tape out of his pocket and dangled it in front of the boys. "Haven't you losers given up, yet?"

"No, and we aren't goin' to until you stop playin' around!" Gerald said as he reached for the tape to no avail. He crossed his arms. "You know as well as we do that that tape is ours,"

"Whatever," Wolfgang rolled his eyes and started to walk away but Arnold stopped him.

"That's not such a good idea, Wolfgang,"

"Oh yeah?" He turned and approached Arnold and Gerald menacingly.

"Yeah," Arnold's eyes were narrowed and he meant business. "I suggest you give us that tape back… or face… the consequences,"

Wolfgang laughed, sneered, and grabbed Arnold by his shirt when the sound of a trashcan turning over startled him.

Low moans echoed from the shadows of the alleyway. From out of the darkness, Helga led the other kids through a hidden break in the fence so Wolfgang was now surrounded. Letting go of Arnold, Wolfgang started to back away from the fence as the fifth graders dragged their legs toward him. They allowed their eyes to loll about as they let out deep, guttural groans. Stinky, Sid, and Harold popped the blood capsules in their mouths and allowed the synthetic red liquid to drip profusely from their mouths. Helga was in front, her unibrowed scowl all the more menacing as a zombie.

As they came closer to Wolfgang, they reached their hands out, clawing hungrily at the air between them. Wolfgang started to back up, obviously becoming nervous.

"Cut it out!" He managed. He turned to exit the alley from the open side but found not only Arnold and Gerald blocking his path, but Curly, Sheena and Eugene approaching as well, fake blood dripping from their outstretched arms. Wolfgang kept spinning from side to side, backing up as the fifth graders got closer and Arnold and Gerald watched with smirks on their faces. Wolfgang was such a sucker when it came to stuff like this. That was the way to beat him – get inside his head.

"Brains…" Helga drawled as she closed in on him.

"Get away!" Wolfgang backed up farther but a set of metal trashcans stopped him, clanking from the impact. "I mean it!" He growled with fear in his voice.

The zombie kids moved in, their eyes wild as they slowly got closer and closer before Wolfgang couldn't take it anymore.

"Get away from me!" He shouted as he raced past them toward the staircase leading to his door. He dropped the tape on the pavement as he bolted. "Take your stupid tape!"

Arnold quickly picked up the tape and secured it in his own pocket.

Wolfgang, from the top of his staircase, looked down with a scowl at the kids below. "You little freaks can keep your dumb tape. Us sixth graders are gonna win, anyway!"

Curly started to make his way to the staircase, crawling up the steps and laughing maniacally as fake blood dripped from his mouth.

"Ahhhh!" Wolfgang yelled as he retreated into his house, double-bolting the door behind him.

In the alley below, the kids erupted into victorious cheers, high-fiving one another and gushing about how successful they had been. Without thinking about it, Arnold pulled Helga into a bear-hug. Her eyes went wide as her love was suddenly holding her closer. She fought the urge to swoon and quickly came to her senses, pushing him away and brushing herself off.

"Hey! Who said you could touch me!" She screeched into his face. But Arnold knew better. He gave her one of those half-lidded gazes of his, smiling knowingly, and she all but fell apart on the inside.

Arnold put a hand on Helga's shoulder, looking up at her as she still stood a few inches taller than him. "Thanks, Helga," He smiled. "It really means a lot… you helping with this and all,"

Helga paused for a moment, trying to maintain her composure. Despite her ghoulish appearance, Arnold could still see how flustered she was beneath the make-up. She took a deep, careful breath, her mind fixated on his hand on her shoulder as she did her best to keep from staring at it.

"Yeah… well, I…" Helga stammered.

Arnold smiled, retracting his hand. "Ya know, this idea was kind of like what Gerald and I did to get back at Wolfgang for torturing us on Friday the 13th last year. Did I ever tell you about that?"

Of course he did. Helga remembered him and Gerald telling the whole class about it the day after it happened. That's where she'd gotten her idea to scare Wolfgang tonight.

"Pfft," She rolled her eyes. "Who knows? It's not like I make a habit of paying attention to anything you have to say," Helga crossed her arms, executing her infamous front, as Gerald came over and slapped Arnold on the back.

"We did it!" He exclaimed as he and Arnold exchanged their signature handshake. "We got the tape back from Wolfgang and now we are unquestionably goin' to FrightFest at Dinoland,"

"I don't know about 'unquestionably', Gerald. Remember I told you we –"

"-can't get our hopes up," Gerald finished his best friend's sentence. "Yeah, okay. But come on! Let me have my moment!"

Arnold laughed and Gerald turned to Helga.

"Nice work," He saluted her. "That whole zombie idea was perfect,"

"Yeah, yeah. Don't go getting all soft on me, Geraldo," Helga rolled her eyes and walked over to Phoebe without another word.

Gerald sighed and Arnold chuckled as he jerked a thumb in Helga's direction. "You win some, you lose some,"

. . . . . . . .

The day finally came. Everyone sat anxiously in Mr. Simmons' classroom as they waited for Principal Wartz to come over the intercom for the morning announcements, during which he would announce the winner of the Halloween Contest.

Class hadn't started yet so everyone was out of their seats, talking amongst themselves. When the intercom clicked on, only half of the students heard it.

"Put a sock in it!" Helga yelled at the top of her lungs, overriding the voices of her peers. "How are we supposed to find out who won if you morons can't shut your traps? Criminy!" She slouched down into her seat as Principal Wartz cleared his throat into the microphone.

"Good morning, P.S. 118. Please see your teachers about the updated lunch forms as our menu has been changed indefinitely due to the recent tomato recall. Also, permission slips for the City Museum trip can be picked up by…"

"Oh come on, already!" Harold groaned. "Tell us who won the contest!"

"Finally, the results of our Halloween contest have been finalized. The winning class will receive group tickets to FrightFest at Dinoland on Halloween night," There was a pause and some rustling noises in the microphone as Principal Wartz seemed to be sifting through papers. "The winning class is…"

The room was silent as every eye and ear gave full attention to the intercom.

"Mr. Simmons' fifth grade class! Congratulations, students. You can pick up your tickets after –"

No one heard the rest of the message. The room roared with victory as kids jumped out of their seats, shouting with excitement. Mr. Simmons beamed as his students rushed around to one another, gushing and squealing, chattering about everything they would see and do at FrightFest.

While everyone was distracted, Arnold approached Helga's desk where she sat talking to Phoebe.

"Well, we did it!" He said, grabbing her attention.

"Sure did, Football-head," Helga smiled, content with their success.

"I'll be right back," Phoebe whispered in Helga's ear before getting up and walking over to Gerald. She giggled to herself as she left the blondes alone.

"I wanted to thank you again for helping us get the tape back," Arnold smiled at Helga as he wrung his hands together behind his back. "It means a lot,"

"Oh, here we go," Helga rolled her eyes.

"I mean it. That was a really nice thing for you to do. I know you wanted to go to FrightFest just like the rest of us but you helped come up with an awesome idea for how to get it back, and you organized all of the other kids and got them into their zombie costumes. You basically planned the whole thing,"

Helga listened intently as Arnold complimented her. He was starting to grin sheepishly, avoiding eye contact with her. What the heck was he up to?

"We wouldn't have won without you," He shrugged and looked up, giving her a warm smile.

Helga stood up from her seat and put a hand on her hip.

"Alright, alright, Hairboy. Don't get all mushy now," Helga scowled in his face but Arnold knew better. He knew her better than she liked to admit. "And stop lookin' at me like that, all googly-eyed. I mean, criminy, it's not like I did it for you or anything," Helga turned her nose up haughtily but Arnold kept smiling knowingly.

Assured that the rest of the class was still caught up in their own excitement and conversations, Arnold darted a gaze around the room before reaching up on tippy-toes and leaving a brief kiss on Helga's cheek.

Her eyes went wide, stunned from the gesture, before she promptly fainted.

The rest of the class heard the thud and turned to see what had happened as Arnold knelt down to help Helga back up. He smirked at her as she started to come to.

"Whatever you say, Helga. Whatever you say."

[A/N: The song/video referenced is actually Michael Jackson's "Thriller" and the lines between Arnold and Lila during the movie theater scene are directly from song.]