Warning: Contains Butters acting like a seventeen-year-old boy, slash, boy/boy love (ZOMGRLLY?1!~* how rare for South Park fandom), and cursing. So... so much cursing.

Un-beta'ed, all errors are my own, blah. blah. blah.

By the time Butters had finished middle school he'd had just about enough of people—all people—taking advantage of him. He would go into high school a new, improved, more assertive Leopold Butters Stotch, gosh d…goddammit. From the first time he'd refused to help Eric with one of his harebrained schemes in the ninth grade ("Why the fuck not?" "'Cause it's kinda dumb, Eric." "… Well fuck you, Butters! Just… Fuck you!") to just last week when he'd refused to give Fosse the answers to the math homework ("I'll help you if you need it, but I'm not giving you the answers."), Butters was proud of himself. Sure, his new attitude hadn't really made him any friends (with the exception of Wendy, who was just so proud of him for sticking up for himself), but he'd kind of grown up without many friends so he wasn't too terribly hung up on that. Dougie still came around every so often, but mostly that was because Butters could buy tickets for R-rated movies now.

But none of that really mattered to Butters because this year? This was the last year he intended to spend in South Park. He had a stack of applications a mile high—at least he would have had they not been digital—to various universities around the country. He'd taken so many advanced placement classes that in his junior year Mr. Mackey had needed to forcibly drag him out of AP Art History on the grounds that it was too dangerous to let a sixteen-year-old take five college-caliber courses. In addition to volunteering at an after school daycare once a week, and working as an arts camp counselor in training the last summer, he'd joined a slew of clubs, including student leadership, writing club, key club, glee club, drama club—hell, he'd even joined environmental club when Wendy had been on a crusade to save the polar bears back in ninth grade. After all that, he started working in Mr. Mackey's office as the peer college counselor during fifth period just so he could have more time to research.

Unfortunately, Mr. Mackey always kept Butters so busy with pamphlet-folding, envelope-stuffing, and flyer-making that he rarely had time to go online and look at pictures of the gorgeous California coastline or the beaches down Miami way.

"Why would you want to go to California anyway?" Dougie asked one afternoon during a particularly slow fifth period.

"Same reason you lied about a stomach ache to leave Geometry," Butters shot a pointed look at the younger boy, attempting to invoke shame but instead reaping an especially tired eye-roll.

"Wouldn't it be cheaper to stay here?" Dougie continued as he paced the office for pamphlets. Butters shrugged.

"I'm applying for scholarships," he said. "Plus, do you what the weather is in Los Angeles right now?"

Dougie shrugged.

"I really don't care."

Butters scowled, was about to make a mention of Dougie being the worst possible friend a fella could ask for, but the door opened and Butters had to pretend that he was working.

"S-so y'see there's just a little tab right here… Oh, h-hey Kenny."

Kenny McCormick's eyes positively illuminated at the sight of Butters, so much so that Butters felt his face flush in a maddening way. Kenny had always been more than willing to exchange pleasantries unprovoked; Butters was pretty sure it was because he still felt bad for the ninja star incident.

"I'm gonna head back to class," Dougie said with a knowing look on his face. Had Butters been twelve years younger he may have stuck his tongue out… come to think of it, had Kenny not been in the same room Butters probably would have stuck his tongue out.

"I was just looking for Mackey," Kenny said and pulled up a chair to the desk. Butters coughed and minimized the google images window.

"W-well, he's not here right now, Kenny," he explained very carefully. "Is there something I can help you with, or do you just wanna leave a note?"

"Will he be back?" Kenny asked, a smirk playing across his handsome face. Butters had never before been so grateful for the no-hoods-up dress code the school enforced.

"O-oh," Butters stumbled when he realized Kenny was expecting an answer. He straightened out a few papers on his desk as he explained, "M-Mr. Mackey is going around to all the sophomore English classes today, s-so he probably won't be back until the end of the period."

Kenny nodded, blonde mop of grungy hair bobbing along, and gave Butters another smile.

"How are you, Butters?" he asked. Butters couldn't help the way his eyebrows knitted together.


"How. Are. You?" Kenny repeated pleasantly. Butters' face was bright red—he was sure of it.

"O-oh, I s'pose I'm fine," he shrugged, still pushing around a few papers. This was not awkward in the slightest. Not. At. All. "Look, Kenny, is there something I can help you with? I can't just let you sit in here all period."

"Oh, I don't have class right now," Kenny shrugged. "I have early leave fifth and sixth period. Wanted to talk to Mackey about getting work-study credit."

"I-I didn't know you had a job," Butters said before he could stop himself. Kenny made some mention about the gas station convenience store, but Butters was too busy trying to find a natural end to the conversation.

"You okay there, Butters?"

"Hmm? Oh, I-I'm just dandy."

Kenny raised a skeptical eyebrow and stared at Butters with a calculating look. But then, that's what Kenny always did. Call him crass, call him perverted (and boy, did people ever call him those things), but Kenny was actually quite spectacular when it came to reading people.

"What's new in your life, Butters?" Kenny asked, gaze unwavering. Sheesh, a fella could crack under that stare.

"Just… applying to colleges is all."

"Yeah?" Kenny prompted, full of (from what Butters could tell was) genuine interest. "Where've you applied to?"

"Kenny, you really should—"

"Out of state?" Kenny asked. "Can't say I blame you. That's what I'd do if I had the money or the grades."


"It's looking like I'm going to be the only one left here," Kenny continued on a wistful sigh. "Stan's staying in-state as far as I know, but Kyle's got his heart set on Brown or whatever the fuck prissy-bitch school he wants to go to, and fatass is going abroad for this German immersion program—"

"Kenny!" Butters finally snapped.


"I-is there a point to all this, or are you just runnin' your mouth to hear your own voice?"

Kenny gave a laugh and folded his arms, a look of absolute amusement playing at his features.

"I was trying to make polite conversation with a friend," he said. "Now I get the impression that not a lot of people do that."

Butters shrugged.

"Not a lot of people r-really call me their friend," he admitted softly, firmly. He really didn't need Kenny's pity today.

"Well," Kenny sighed. "The good news about that is once you get to college you can completely start over and make friends based on who you are now and not who you were ten years ago. You're lucky enough to have turned from a nice kid into an awesome guy."

Butters rolled his eyes.

"Is there something you want from me?" Butters sighed. "Do you need me to change a grade or take a strike off of your record or something? Just tell me what it is."

"Oh God, Butters, no," Kenny shook his head, eyes wide with worry. "Fuck, I just—you seem so lonely all the time and I just thought you could maybe do with a little pick-me-up, you know?"

"Pick-me-up?" Butters repeated, eyebrows high on his forehead. Kenny seemed to pick up on the implication Butters had hoped he hadn't been intending. He kept any comment to himself, only shot Butters a rather lecherous smile before returning to the original conversation.

"What do you do for fun, Butters?" he asked. Butters shrugged.

"I like to read an awful lot," he said. "A-and I write a bit."

"Anything else?"

"I-I go to movies sometimes," Butters muttered.

"Perfect!" Kenny smiled. "Stan, Kyle, and I were gonna go see the new Terrance and Phillip movie… did you want to come with us?"

"Thanks, but… Terrance and Phillip isn't really my thing."

"Butters," Kenny said very solemnly. "Terrance and Phillip is everybody's thing."

"Th-thanks, Kenny, but I think I'll just stay in tonight. Maybe some other time."

Of course, Butters didn't end up staying in that night. Of course Wendy had to call him around five o'clock, right when he'd gotten home from drama club practice, to beg him to hang out.

"Stan and his friends are going to see that god-awful movie."

"Now, I thought y-you and Stan broke up last week," Butters said with a frown as he walked through the door. Meatloaf. Fridays always smelled like meatloaf in the Stotch household.

"Okay, yeah, we're on a break," Wendy said very carefully, "but that doesn't mean we can't be at the same movie theater at the same time as each other... we're friends, after all."

"I gotta tell you, Wendy, I don't really think I'm following what you're trying to get at."

"Do you want to come see Tangled with me and Bebe?"

Butters groaned and smacked his forehead.


"I know, I know," Wendy sighed. "'gay, but not that gay', right?"

Butters frantically shushed her as he checked around the corner for his mother. She was in the kitchen, humming merrily to herself and mashing some potatoes.

"Hi, ma," he called carefully. She looked up from her mashing and smiled.

"Hello, Butters," she replied brightly. "Dinner in fifteen."

Butters nodded and ran all the way up to his room, Wendy still on the other line.

"I know you're nervous about your mom finding you out and all, but… she can't listen into a conversation you're having on your cell phone."

"Oh yeah?" Butters asked, voice cracking as he shut the door behind him. "I guess you're forgetting the time she tried to drown me when she found out about my dad."

"That's different," interjected the unmistakable voice of none other than Bebe Stevens herself. "Unless you've been sleeping with your mother—"

"Oh, come on!" Butters exclaimed and dropped his bag beside his desk. "Wendy, you gotta start telling me when I'm on speaker."

"I just wanted Bebe to hear why you wouldn't go see to the movie with us," Wendy said very lightly. "I wouldn't want to unintentionally twist your words to make you sound like a jerk or anything."

Butters let out a whine, slammed his head against the wall, and told the girls he'd pick them up at Wendy's house in an hour. He tossed his phone on his bed and heaved a sigh. So he hadn't become a wholly assertive person, but it was a big change, for damn it all, and Butters was only human. Plus, he kind of liked hanging out with Wendy and Bebe, and he'd be lying if he said he wasn't at least a little enticed by the new Disney film.

With another sigh, Butters began unloading his schoolbooks and homework for the weekend. Even though he'd inexplicably stopped getting grounded for every little thing years ago, he supposed the punishments had done their job by keeping him a well-behaved kid. It wasn't that he wanted to rebel and couldn't—he just never felt the desire. Wendy assured him that it didn't mean he was defective, but mature for his age. Bebe and Dougie adamantly insisted he start going to gay clubs on the weekend and spend forty-eight hours straight rolling on ecstasy and blowing strangers in the bathrooms for cocaine. Why couldn't anyone just suggest he stay out an hour past curfew or something?

"Butters, dinnertime!"

Butters strolled down the stairs at a leisurely pace, gave his mother a peck on the cheek, and sat down at the table across from his father, who was reading the rest of that morning's paper. Butters pushed his fork around beside his plate until it was perpendicular to the table's edge. He coughed.

"Mom, do you need help with anything?"

"Oh, no sweetheart," said his mother, very vague and far off as though she'd forgotten what she was doing. Vehement denial of one's husband's sexuality would do that, Butters supposed.

"I'm going to the movies with Wendy and Bebe tonight," he said softly. His father snapped the paper very forcefully and glanced sidelong at him.

"And what time is your curfew on Fridays, Butters?"

"E-eleven-thirty, sir," Butters replied. "I don't think I'll be out that long."

"What're you seeing?" his father asked.


Crap. Curse his inability to lie off the cuff.

"The girls really want to see it," Butters began, "and they wanted to know if I wanted to come. I guess they don't want to be out too late after dark all alone."

"That's my boy," said his mother from behind as she leaned down and kissed the top of his head.

"That's right, Butters," said his father, a note of relief coloring his voice, "ladies are dainty creatures that require the utmost care and protection from a man."

Butters pretended he didn't hear his mother choke back a sob (perhaps a laugh?) as she sat down and started serving up slices of meatloaf.

"Ladies, I am here to escort you fine and delicate creatures to the cinema."

Wendy and Bebe both looked at each other and rolled their eyes as they exited Wendy's house. Butters beamed at the two of them, twirling his keys on his finger as he caught up with them on the way back to his car.

"Gosh, I thought you two gals were in need of some protectin' on your way to and from the theater," he said brightly. Bebe snorted.

"I've got mace, a tazer, and I'm wearing wedge-heels—if the first two fail I can always club an attacker to death."

The ride to the theater was accompanied by Lady Gaga. Bebe was, for lack of a better word, obsessed. Wendy was less so, but still enjoyed the hell out of an opportunity to lip synch like a lunatic. Butters… definitely wasn't singing along. Nope. Not a bit.

Because God felt it necessary to toy with him, taunt him, and generally just sodomize him from time to time, Butters found himself in line right behind Stan, Kyle, Kenny, and Cartman, who'd undoubtedly invited himself along. Kenny spotted him first and immediately greeted him.

"Staying in tonight?" he asked with a smile. Butters gave a fleeting smile so as to say he'd been caught in the act without really having to say it. When it became apparent that Kenny wanted an answer, Butters just shrugged.

"Taking my bitches to the movies," he said. "Bitches love movies." Kenny barked a laugh as both Wendy and Bebe smacked him on the shoulders.

"I do not solicit either of these women for money," Butters clarified, which only seemed to delight Kenny further. Butters found himself grinning right back.

"I don't suppose you'll be joining us in the Terrance and Phillip theater?"

"Ha!" Cartman exclaimed. "They're probably gonna go see that boring-ass king movie or something."

"The King's Speech?" Wendy asked lightly. "Nominated for twelve academy awards, actually a movie of substance that has to do with identity and coming to terms with one's self and one's place in history at the turning point of a crucial time?"

"Jesus Christ, you uppity bitch, no one asked you for a fucking term paper on that shit."

"Shut the fuck up, fatass," Kenny rolled his eyes. "They're obviously of a loftier and more elite class than us." Kenny and Cartman sniggered as Wendy and Bebe both rolled their eyes and turned their backs in an attempt to end whatever exchange they could've possibly had further.

"Oh, shit," Kenny muttered. "Is that what you guys are actually going to see?"

Butters felt his face go bright red when Bebe informed the boys of what they were actually seeing. Cartman and Kenny looked at each other for a moment, looking like they were going to hold it in, but when their boisterous laughter ricocheted off seemingly every building in the street, Butters knew he'd never live it down.

"Thanks so much for taking us, Butters," Bebe said, her voice suddenly very low, and her hand very… on Butters' chest. Wendy followed her lead and draped her arm around Butters' shoulders, pressing a kiss to his cheek before whispering a husky "thanks" right in his ear. Cartman's jaw dropped, momentarily incapacitated on the verbal front, while Kenny just rolled his eyes and shook his head fondly. Bebe had mentioned that she and Kenny had slept together not too long ago, and so Butters realized that the other blonde probably saw right through the ruse. He just looked at Butters, a knowing twinkle in his blue eyes, and turned back to check the marquee. It must've been for cinematic effect or something, because he turned back, a smirk tugging at his lips, and informed them of a party at Token's at eight.

"Would suck to be short three such beautiful people," he shrugged and finally turned back forward for good. Cartman followed suit, though not before delivering one last heartfelt 'bitch' Wendy's way. Butters rolled his eyes and shook his head.

"And how was your movie?"

Butters nearly leapt out of his skin when Kenny crept up behind him in the bathroom. It was a good thing he'd already peed, otherwise he'd have had some awkward explaining to do. Kenny just grinned and hopped up on the sink counter.

"I didn't know you hung out with Wendy and Bebe," he said.

"Yeah, sometimes," Butters shrugged and dried his hands. He looked at his reflection in an attempt to keep from staring at Kenny, but Butters began doubting that it was a practical second choice. He was way too pale, way too scrawny, his eyes were way too big and buggy, and his hair was way too fluffy. Not Tweek-fluffy, but fluffy enough to be a little bothersome.

"It's good that you have other friends," Kenny continued, eyes fixed on Butters—Butters could feel it if not necessarily see it. "I worry about you sometimes."

Butters stopped his meticulous self-nitpicking and looked at the other blonde. He frowned, positively confused.


Kenny shrugged.

"Always have."

Butters snorted and tossed his soggy paper towels into the trashcan.

"Maybe I should get more people to throw ninja stars in my eye," he said, un-amused. Kenny rolled his eyes and hopped off the counter, determined to follow Butters out of the bathroom.

"So that's why you hate me?" he asked. "Because of something I did when we were kids? Never thought you'd be one to hold a grudge."

"I don't," Butters said very simply. "It'd just be nice to get more sympathy, and if people's crippling guilt is the only way a fella like me can get it—"

"Dude, lighten the fuck up!" Kenny exclaimed. "Have a little faith in people."

"No," Butters snapped and whipped around so fast that Kenny ran into him full-on. "What reason has anyone ever given me to? What's that? No answer for me, Kenny?"

"I guess not."

"That was rhetorical," Butters sighed. "You know what that means, right?"

"Don't be a dick, dude," Kenny said very calmly, holding his hands up to placate the smaller boy. Butters sighed and recoiled within himself; after such a lovey-dovey-happy-endings-type movie, he should have been a little more inclined to believe the best of Kenny. Kenny wasn't like everyone else. Kenny was Mysterion, for goodness sake—Kenny was every epitome of good Butters could manage to think of.

"Look," Kenny began, "you're right; you don't have much of a reason to trust anyone. But… you're not the same happy guy we all used to know. Let's face it—cynical isn't a good look on you, dude."

Butters scowled.

"I'm just not naïve anymore," he stated. "Just 'cause I got wise and stopped letting you fellas boss me around you think there's something wrong with me. You know, none of you are the same as you were when we were kids. It's called growing up, Kenny."

"Growing up doesn't mean you have to turn into an imperious, self-righteous pain in the ass, Leopold," Kenny snapped back, his eyes aflame with unfamiliar fire. Butters halted at the use of his real name, almost unable to believe someone actually remembered it. Then something else caught Butters' attention.

" Imperious'?" he asked. Kenny raised an eyebrow in silent challenge.

"Sometimes I pay attention to vocabulary lessons," he said very firmly, and then relaxed his posture, as though he knew something Butters didn't. "It's funny, isn't it?"


"Realizing you misjudge people just as much as everyone else."

Butters arrived home at 8:53 exactly—Bebe had gotten a ride to the party with Kenny and Wendy had promised to tag along as damage control. With a quick 'hello' to his parents, who were watching something or other in the living room, Butters ran up to his room and locked the door. Who the fuck did Kenny McCormick think he was? He pulled the phone out of his pocket and immediately pressed speed dial #4.


"Dougie, what are you doing right now?" Butters asked in hushed tones.

"I'm waiting for Ghost Adventures to start," Dougie replied. "Why?"

"I'm coming over," Butters said.


"Because I'm pissed off!" Butters snapped.

"Oh, God…" Dougie groaned. "Butters, no one is going to put up with your Professor Chaos crap anymore. They all know it's you, and if you do anything stupid they can convict you now."

Butters deflated, mouth trying to form around words that wouldn't come. Dougie sighed against the other end of the phone.

"Can't you think of some other way to vent your frustrations?" he asked. "Go for a run, tear the wings off of flies… jerk off for all I fucking care. Just deal with your rage like a normal human being. Fuck, I gotta go. They're in a haunted navy ship this week."

And like that, Dougie was gone. Butters groaned and threw the phone against his pillow. Do, do… there was nothing he wanted to do apart from pin Kenny down and beat the living shit out of him. And for what? For being right? That was the most ridiculous line of logic Butters could ever remember following.

Butters ran his hands through his hair and sat down at his computer, flicking at the mouse pad so the machine flashed to life. A blank word document sat before him, mocking him without mercy. He hadn't written anything in so long, another reason he must've been on edge. With a few drums of his fingers on the well-worn keys of the laptop, Butters wrote a few words. Up against a few more they formed a sentence. A few more like thoughts and he had a paragraph. He pounded relentlessly at the keys, unable to break his concentration for anything, even his mother calling a quick 'goodnight' through the door. By the time he felt well and truly purged, the clock read 2:04 am.

Butters scrolled up to the top of the document, watched as the cursor blinked on the blank line he'd left for the title of the document. With a smirk, Butters typed out the final words 'The Return of Professor Chaos', saved, and shut the lid of his laptop. He hadn't felt this good in so long, though he supposed that was a common side effect of creative expression.

What Butters wasn't so sure of was why he seemed to have a rather pressing erection.

Okay, yeah… he'd spent the last five hours writing about superheroes and villains, not bothering to filter out his rather ridiculous descriptions of their physiques, and Butters had quite a vivid imagination when it came to those kinds of things… Butters brought his computer back to life and scanned the document.

Holy crap… he'd inadvertently written twenty pages of the most homoerotic description he'd ever seen. He bit his lip, eyes lingering a little too long over the description of Mysterion—all angles, dirty blonde hair, and electric blue eyes, not to mention a smile that just made a guy want to drop to his knees and—

Fuck. Butters couldn't take it any longer. He shut the lid to his laptop once again and leaned back in his chair, carefully undoing his belt, unzipping his pants… he slid his hand underneath the waistband of his underpants and nearly choked when he finally had his erection in hand. Head all a-swim with vivid images—some of just Kenny, some of Mysterion flipping him, Professor Chaos, over and fucking him violently into the brick wall of some abandoned alley where he'd been caught red-handed for something that deserved immediate punishment.

Butters came with a groan, shooting his release all over his hand and perfectly good t-shirt. He took a few seconds to catch his breath as he stared into the middle distance, apparition of Kenny fucking him mercilessly still at the forefront of his mind. His dick gave an interested twitch, but Butters ignored it.

"We're not ready for that," Butters murmured and moved to clean himself up, to get ready for bed. He didn't bother with the implications of talking to his crotch after he'd just jerked off—he had bigger things to worry about… like facing Kenny after just having used him as the object of his sexual desires. Another moment to think and he figured it probably wasn't the weirdest fantasy Kenny had been subjected to… to which he'd been subjected.

Oh, Butters needed sleep in a very big way.