They met at middle school. This was after Barbra got her confidence and started distancing herself from her original friends, and started hanging out with the popular crowd. While walking with Sync and Connie, Tempo noticed a cute looking spider girl in gothic attire sitting under the stairs. Curious, he told his friends that he would catch up with them and sat beside the goth spider girl to talk to her. He learned that her name was Velma and she was being avoided because she looked "creepy". Tempo actually likes her goth appearence, and told her that she shouldn't change because of what people say about her. This stuck with Velma and this keep her from changing from a goth. It also caused her develop a crush on Tempo, which has lingered up to high school.