Arnold and Gerald scurried after the cat. It did not matter much if Phoebe's story of this cat being Helga was unbelievable or not. For their friend's sake, they would catch it. But even a kitten could be a much faster runner than two young boys.

The kitten sprinted down the street. Gerald and Arnold harried after it, but soon the kitten was lost to their sight. Arnold grabbed hold of Gerald's forearm and pulled it in his direction to get his friend's attention.

"Gerald! My room! I've got to get something!" Arnold blurted out. The two scampered up his fire escape, then up into his room. Arnold retrieved a pair of binoculars from his room and handed them up to Gerald. With one foot firmly placed higher than the other, Gerald scanned across the cityscape below, scouting for any sign of a yellow kitten. He focused the binoculars by turning tiny wheel on the nose bridge. The cityscape of Hillwood was perhaps an acquired taste, but in its own way it was unique and beautiful, even in an intense and anxious moment. Mighty Pete the fort-house tree and the water tower on top of Arnold's House were a soothing portion of nature interlaced with less soothing evidence of human industry. There was a good deal of graffiti and overflowing trash cans down on the streets.

"There!" Gerald declared with glee. There was a yellow kitten sniffing crates on the back loading dock of Green's Meats. They hurried after it.

"There he is! Or she," Gerald corrected himself, in case the cat really was Helga. Arnold and Gerald arrived at the loading dock with a bowl full of dry kibble in hand. Arnold and Gerald smiled their widest grins, hoping the cat would find them friendly. But it stared at them wide-eyed instead. It looked behind itself, back at the boys, then behind itself again. With one last stare at the boys, it came to a firm decision.

"MEW!" the cat cried out loud as Mr. Green cracked open a door leading out onto his loading dock. A cat went hurdling through the butcher's legs, causing the balding man to collapse onto the cement on his rear. He massaged his head, then looked at all rubbish now strewn around him from an upended, green garbage bag.

"Sorry, Mr. Green!" Arnold yelled to Mr. Green as he jogged past. He and Gerald scooted inside the shop's rear door. Arnold tapped Gerald's shoulder when he spotted the yellow kitten standing on top of a large display of metal tuna cans.

"MEW!" the cat said with glee as it hurtled through a hole between cans. It somehow reappeared at the stack's top. It batted one of the cans down with its paw. The can made a merry clanking sound as it rolled on the ground.

"Stop that!" Arnold said crossly. But that cat started whapping tuna cans off the shelf like they were hockey pucks. Sweating, Arnold and Gerald caught as many as they could.

"Did it stop?!" Gerald asked his friend. They both stared ahead. Somehow the cat had gotten out of the store and now watched them inside the shop from outside the shop window.

"How did it?" Arnold wondered. But then they saw that some of Mr. Green's other customers stood by the half-open front door. They scooted outside of it themselves, to tail the cat once again.

"Me-Row!" the cat pranced with glee all the way to the fish market. After miring Arnold and Gerald (temporarily) in an unexpected patch of freshly poured cement, it ducked into the piles of wooden crates packed with stinking fish and fresh, air-chilling ice. Arnold and Gerald searched all around them.

"It has to be around here somewhere!" Gerald complained. Then he spotted it. Tapping Arnold on the shoulder with a finger, Gerald pointed. A really large fish complete with head had begun to walk across the floor on tiny yellow feet. The two boys tried to sneak up on this possible zombie creature. Just as they nearest the mysteriously alive fish, the cat's nose head and whiskers poked out of the fish's mouth. Then, in one swift leap, it left its fish costume behind.

"Mew!" the kitten complained as it leapt. Arnold and Gerald knocked heads as they leapt after it. The cat then jumped up onto a counter and sat down to examine them thoroughly.

Silent, Arnold and Gerald stared at one another with rage. Both boys nodded an angry agreement. Lifting themselves up to their feet, they both crept to either side of the cat to flank it. But the kitten did not move. It watched with patient, innocent-seeming fascination as the boys got nearer. It waited until they both began to sprint. Then it tipped a bucketful of ice on floor with its nose. The cat almost smiled as Arnold fell into a life-sized replica of a full-grown salmon so that his head popped out of the poster print. He did not have time to be embarrassed however, for Gerald slid into him. Within moments, both boys upended in a small water tank full of thankfully banded lobsters. Gerald came out of the water with two lobsters clung to his very tall hair.

"That does it," complained Gerald. "I'm calling the dogcatcher!"

"Gerald!" Arnold complained back with sudden fervor. "What if… you know it really is Helga?"

"I thought you didn't believe in all that nonsense?" Gerald recalled with a frown as he shook his shoes to get the water out. Arnold was ringing out his favorite blue hat. He slapped it back on his head even if there was seaweed dangling in his hair.

"Well, no, not before… but…. Only Helga gives me this much trouble! So it might be her!" Arnold speculated. He looked down the road with a fretful expression.

"Well, if that cat really is Helga," Gerald stated slowly as he thought deeply. "Then… I know!" the boy said snapping his fingers with a click. "We'll bait her with things Helga would like!"

"You mean comic books and junk food?" Arnold asked in a woolen voice. As far as he knew, Helga's tastes weren't especially refined.

"Exactly, my brother!" said Gerald pulling Arnold's arm. "Let's go!" The two boys darted off to search of things for their trap.

But what the kids neglected to note as they bolted past Slaussen's Ice Cream Store was that Helga was coming out of the storefront with a cherry-flavored popsicle in one hand. With her little bit of red at her waist and her pink dress and bow elsewhere, Helga perfectly matched the billboard for strawberry-ripple icecream posted behind her. She was so perfectly camouflaged that the two boys practically stepped on her feet without noticing her. Her eyes followed after Arnold and Gerald's full-force vault. Helga was curious, but she had a popsicle to eat. She shrugged and gave her dessert a messy slurp.

Soon, Arnold and Gerald returned to an alleyway near Arnold's house with two large armfuls of assorted things. There was a whole bag of cheese puffs, a bag of potato chips, three candy bars, and as many comic books they could carry. They threw in some sports gear as a bonus.

"There we go!" Gerald declared with pride at his great cleverness. "Alien Kangaroos vrs. Goldenrod Wombat, volumes 2 through 14! Grilled Cheese Man Sees Sparks! That ought to lure her here!" But Arnold reached down into the pile of bait to find an extra adorable, sparkling, miniature-princess alligator doll. It squeaked adorably in his hand.

"Gerald? What's this?" he questioned as he eyed the horrifying bit of modern merchandise.

"Oh, that's a mistake!" Gerald shrugged with weak grin. "I actually bought that for Tim'!" With a stoic blink, Arnold tucked the offending toy into his pocket.

"So what do we do now?" Arnold asked Gerald.

"Now we just drape this fishnet up over the alley!" Gerald explained. "Then we drop it!" the boy said making a wide gesture with his arms.

"Right," Arnold said with a bit of skepticism.

Elsewhere, however, Helga was licking her popsicle as she strolled down the street. Her eyes grew big and wide after she had turned her head slightly to the left. There in her bedroom window, Lila Sawyer had been dancing in her room with a pair of fluffy white cat-ears on her head. Posters of kittens were all around her.

"WHAT... are you doing?!" Helga muttered out out. Lila's jaw dropped as she heard the voice of her observer. She whipped the cat-ears off her head and hid them behind her back.

"Nothing!" the girl fibbed and tried to act demure.

"Woah, woah, woah! Hold on Mary Jane!" Helga grinned as she walked up to the window and hooked her hands on the windowsill. "Let me have a try!"

"Oh, well…" said Lila with only a tiny bit of hesitation. "I have another pair!" She held up a second pair of cat-ears.

So in a short space of time, it was both Helga and Lila rocking to a dance in Hillwood while wearing cat-ears on their heads. But their music halted to a screeching stop when Sheena peered into the window.

"What are you guys doing?" the girl asked politely in her small voice. Helga shrugged.

"What the hey, sure yeah! Join us!" Smiling, Sheena joined them in Lila's room. Her exceptionally long hair swayed as she danced. But as the three girls undulated to a radio song, they heard another disapproving voice.

"What are you guys doing?" Rhonda Lloyd sniffed as she held up a lost cat poster for Helga to see. Stinky and Sid stood on either side of her. Stinky Peterson compared the "transmogrified girl!" poster to the three girls standing in front of him. None of them were cats, but they all had cat-ears.

"Gawsh!" Stinky Peterson said with fascination. "It's an epidemic!" Sid gasped, then hid behind Stinky's back.

"It's a were-cat curse! Oh no! Stay away from me! I'm too young to be litterbox trained!"

"Relax, Sid!" Rhonda snapped as she snatched a couple of flyers from Sid's fist. "I told you Phoebe must have been mistaken! There is no way anyone could just RANDOMLY turn into a cat! But Helga, Phoebe is looking all over the city for you! You'd better go find her to tell her you're not really a cat!" Rhonda rolled her eyes backwards.

"Well, gosh, I guess I'd like to come along to help! That is if it's alright with you!" Lila uttered with grace. "I feel ever so sorry for Phoebe! Just ever so much!"

"Me too!" Sheena offered as she leaned out the window.

But at that current moment in time, Gerald had made good on his plan to make a trap. A net was lifted high over the stack full of lovely things. Phoebe had joined the two boys at their stake out. She clenched her two tiny hands together as if in prayer as all three kids peeked through holes in a wooden fence. They tensed as the yellow kitten stepped gracefully into the alley. It swished its tail.

"Keep your fingers crossed Gerald!" Arnold whispered as the mischievous cat approached. "I think this is gonna work!"

"I've already crossed my fingers!" Gerald complained softly. "And I can't cross them anymore! I'm all out of fingers!"

Phoebe, Gerald, and Arnold all pressed their eyes to peepholes again. The kitten turned, but not in the direction of the bait. "Meow!" the kitten wailed. It darted up over the fence to crouch at Phoebe's ankles. Phoebe hesitated to pick it up and in another moment, the cat hurdled itself over another fence. There was the sound of dogs barking beyond the fence and in the next moment, the yellow cat came hurdling back with its fur all puffed up with fright. Phoebe didn't hesitate this time to pluck the cat up and cuddle it in her arms.

"Oh, Helga!" Phoebe exclaimed with joy. She sneezed. Loudly.

"I'm going to take you home with me and take care of you and never let you get in harms way again!" Phoebe sobbed with compassion. "Achooo!" Arnold eyed the cat.

"You aren't really Helga are you?" the boy wondered. He tipped his head and squinted. "Nah!" he decided at last. "Couldn't be!"

"But there is some freaky sort of resemblance!" Gerald complained. A very annoyed yellow kitten with a pink bow swiped at him with one paw.

"Of course that furball's not me!" Helga said speaking to Gerald's back as her shadow fell on him, Phoebe, and Arnold. Helga held Phoebe's wanted poster up high in her hand for all to see. "Are you kidding me, Phoebe? Something must have broken in that overworked brain of yours. There's no way I could have turned into a cat! What were you thinking? You could have tried my cellphone, you know!"

"Oh!" Phoebe flustered. Her eyes flittered backwards as she thought back on all that had transpired. "I had replicated this magic potion recipe that I had found and I thought since you had eaten some of it in my kitchen, that the unspeakable had occurred and that it had worked! I'm sorry, Helga," Phoebe mumbled a little embarrassed. "I guess it was a little silly of me."

"Potion, what potion?" Helga pondered. She thought. "Oh! That jam! Yeah, about that peanut butter spread, Phoebe, it's gone bad or something! Smells like fish!"

"Because it is fish," Phoebe explained courteously. "Sardine-oil actually, plus dietary fiber supplement, and a generous sprig of catmint. I was trying to emulate a recipe I found!"

"A recipe!" Lila Sawyer said, segmenting herself into the conversation. "It does sound like a recipe all right! But if my memory serves correctly, it isn't a potion for turning people into a cats! It's a medicine to help cats cough up hairballs."

"Hairballs?" Helga asked with jaunted hip. Helga gave a little minor cough. She swished her eyes back and forth to see if anyone had noticed her hack.

"Well… yes," Lila expounded to them. "We had ever so many animals out in the country! Actually, as a matter of fact, my father was just saying that maybe we could adopt a cat! Or an extra-adorable kitten!" Lila said. Her eyes twinkled as she she clasped her hands together with longing.

"Oh!" Phoebe uttered. She looked down at the yellow kitten in her arms. "Then what do I do with this one? I'd promised to take care of it and…" Phoebe sneezed loudly. Lila Sawyer stepped forward. Bold, she snatched the kitten free of Phoebe's arms to tuck it into her own. The kitten looked up to Lila and purred.

"Oh, don't worry!" Lila spoke soothingly to Phoebe. "I'll look for the cat's owner and if we can't find one, then it can stay with me and be my extra-lovely, little, furry friend! My father and I were speaking of adopting anyway. Don't worry, I'll take good care of it!"

"Oh… thanks," Phoebe mumbled out a little sorry to part company with the cat she had grown fond of. But then Phoebe sneezed again. Because she had allergies, it really was better for her that Lila was taking the cat home instead of herself.

"Well, let me know how it goes! Okay?" Phoebe pleaded. She held both of the yellow kitten's tiny paws in her hands in one last goodbye. Lila Sawyer about-faced to take the cat to her home as she had promised. Phoebe and Helga watched the kitten go.

"Hm, Helga," Phoebe wondered out loud as she thought some more on the day's events. "Are you really alright?"

"Never better!" Helga declared. But she made another slight gacking sound behind her hand. "So… Phoebe?" Helga asked curling a hand behind her friend's back. Wanna go to the movies?"

"Sure!" Phoebe said with a soft smile. She was glad she had been reunited with her friend and that Helga was safe and unharmed. So they went to a movie about were-cats. It was a fun movie to watch even if a few of the moviegoers were oddly dressed or had even brought cats along with them. The end.