Helga's Makeover is an episode of Hey Arnold!.
After every girl except Helga has been invited to Rhonda's slumber party, the boys have suggested that Helga's not a girl and a man on the streets has called her young man, she wants to show everybody that she can indeed be feminine. So she buys an issue of Preteen Miss at the Corner Store, where Gerald's mother works at the checkout. Then she locks herself in the bathroom and starts her makeover. The result makes Miriam faint and the girls at Rhonda's party speechless.
While Helga's giving makeup tips at Rhonda's, Sid, who had seen her, tells the boys, who are eating at Omar's Falafel Hut, about Helga's new look. That makes them curious so they come up with a plan to scare the girls. Meanwhile, Phoebe tries to reason with her best friend. She explains that she wants the old Helga, but Helga refuses. Just when Rhonda is about to drop a scoopful of avocado facial cream into Helga's face, she changes her mind and becomes the old Helga again. She tells the other girls that what they're doing is stupid, states some reasons why--they're only nine, so they don't have to worry about skin problems (like wrinkles and acne) and they're also currently taller than most of the boys (so there's no need for them to wear heeled shoes). Much to Helga's surprise, Rhonda and the other girls agree with her, and reveal that the only reason they're doing all this stuff is because this is what they heard that girls do at slumber parties.
At that moment the girls hear a noise coming from outside the window. When they pull the curtains aside they see the boys staring at them. The girls are scared of the boys and the boys are scared of the girls with their avocado cream masks. So the boys start to run away and the girls chase them. But Harold's not fast enough and falls prey to the girls and put makeup on his face and saying this is much more fun then what they were doing before.
- Helga's and Harold's makeover resembles that of singer Siouxsie Sioux with their eyes and hair style (for Helga only) being similar.
- Helga says "crap" for the first time in this episode. The second time she said "crap" is in "Helga's Love Potion".
- Helga also dramatically alters her appearance again in the episodes "Arnold's Valentine" and "Helga's Masquerade".
- This is the first episode where Phoebe is seen without her glasses.
- Harold's "The horror! The horror!" quote comes from the book Heart of Darkness, which was made into the movie Apocalypse Now.
- Gerald's last name is revealed to be Johanssen.
- Helga says "Et tu, Phoebe", a play on the last words of Roman emperor Julius Caesar, "Et tu, Brute", referring to Brutus, his killer
- This Episode marks the first appearance of Mrs. Johanssen.
- This the first time Helga is seen without her bow.
- First full appearance of Miriam Pataki.
- When the classroom is first shown, Sheena is sitting in the front row, and the first two desks against the wall near the door are occupied by Curly and Eugene, but then Helga is in front of Sheena, and Gerald and Arnold are sitting where Curly and Eugene were shown.
- Sid's boots were black when Harold said he was the one who said the game was for boys only.
- The "H" on Harold's shirt kept disappearing and reappearing.
- Helga says that "we're already taller than the boys", but Nadine and Phoebe aren't, and Stinky is taller than almost every other student at P.S. 118.
- When Helga disposes of the magazines, if you look closely, she throws out the copy of Pre-Teen Miss, but is holding it in her hands a moment later.
- Sid has no hair in the gap of his hat when he tells the boys about Helga's new look.
- When the stuffing of Helga's fake breasts fall out of her dress, Phoebe picks it up. As the scenes switch, her hand changes back and forth from clenching it in her hand to holding her hand open.
- Phoebe took off her lip color after her talk with Helga, but when the girls scream and chase the boys, Phoebe is wearing lipstick again. Then on the last scene she is seen wearing no lipstick.
- When the girls get Harold, Helga's hair bow shadow is showing.
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