Edited March 7th for stupid typos.


Butters sees Kenny die for the first time on the very first day of school. A bullied fifth grader shoots Kenny in the head with her father's hunting rifle. Then she shoots herself.

The other students swarm over her. Sirens blare off in the distance. People rant about how 'it wasn't expected' and 'wow, she was crazy!'

Stan and Kyle give their customary 'Oh my god you killed Kenny!' 'You bastard!' And then moved on to discussing Stan's crush on Wendy.

Butters was standing right next to the boy in the parka (he doesn't even know his name yet, just that he's the only kid in class to wear his coat inside) when the gun went off. He heard the shot. He felt the blood spatter. It's coating his new blue shirt, the one he's so proud of.

And as such, he's the only one who slumps to his knees. He touches Kenny's already-cooling chest, smoothes his fingertips over the soaked orange parka.

"S-s-somebody should help him," he stammers out.

No one looks at him. The police have already started to cart away the fifth grader's body.

No one cares about Kenny.

Butters is the only one who cries.

First Grade

The first-grade boys go down to Stark's pond to throw rocks at the ducks on the first day of winter break. Cartman, who is already well on his way to being a sociopath, challenged Kyle by saying "Jews can't throw rocks." Then, when Kyle successfully brains a duck with a stone, they tackle each other.

Butters tries to break up the fight. The other boys moan when he succeeds. Craig flips him off for his stupidity, and Stan calls him a crybaby. They send him off to sulk by himself.

Maybe he is a crybaby, because he can't help the tears pouring down his cheeks. He walks along the lake's edge, toes jamming against the dirt until he's a hundred, two hundred feet away from the other boys.

"Loo, loo, loo," he whispers out hoarsely. His throat clogs but he forces out the words.

He's too much of a "pussy," that's what he is. No one will ever want to be friends with him.

"Loo, loo, loo, I've got some apples." His voice grows in strength. He crouches down next to the water and focuses on the silhouette of pine trees reflecting off the lake. "Loo, loo, loo, you've got some too."

"That's a nice song."

He looks up to see Kenny standing with his hands in his pockets, looking off at the trees.

"It is?" Butters asks after a few seconds.

Kenny nods.

"Why are you here and not with the other boys?" he manages to ask.

"They're being dicks." Kenny finally looks at him. He cracks a smile. "That's a nice song, but I can teach you a better one."

Kenny teaches him There Once Was a Man From Nantucket and makes him promise to sing it in front of his parents.

Second Grade

Butters is well and truly beat up for the first time on the last day of second grade. Something naïve he said pissed Craig off enough to throw him down and kick him until Butters screams for mercy.

Craig spits on him, calls him a fag, and walks off without a downward glance. Butters curls up on the ground, face in the frost-flaked grass, breathing in the scent of false summer and false dreams. His bruises ache, but in his head, he's gone.

"You okay?"

He looks up to see Kenny. Somehow, he's always looking up at him.

"Yeah," he says.

"Cool," Kenny says, and walks away.

Second Grade Summer Break

On July first Kenny decides wearing his hood up constantly would be a great way to tell the weather to fuck itself. Since it's only lukewarm July 1-31 and freezing the other 334 days of the year, he spends the only opportunity to enjoy the sun wrapped up in his only parka. He become unintelligible and quiet. The other boys think he's crazy. Butters thinks he's brave.

Third Grade

During third grade, he realizes that if he swears like the other boys and mocks the rejects like the other boys, they'll start to think he's almost like them.

One day, after he finishes helping Craig (who has completely forgotten the last-day-of-second-grade incident) in beating up a first-grader, he feels a mitten-clothed hand on his shoulder. He turns to see Kenny. Even though he's about three inches taller than Kenny, he still feels like he's looking up.

"Dommph mmpph mmmatm."

Butters deciphers this as don't do that.

"W-why not?" he asks. Craig, who's already dragged their current victim across the playground, scoffs and leaves Butters behind.

"Mmph mmmmpphypmhp." It's bullying.

"So? Craig does it all the time. You do it all the time."

Kenny shrugs. Then he speaks.

"Mmpph mpphs mphhm."

It's not you.

Butters realizes he's right.

Kenny walks away.

Fourth Grade

During fourth grade, Kenny dies.

Oh, he's died before. But not so real. Not so sudden. Not so . . . gone.

For the first time, the other boys care. This makes Butters hate them even more. They've never cared before, why the . . . why the hell should they care now?

At Kenny's funeral, Mrs. McCormick tells him her son held onto the picture Butters drew for him until the very end.

Fourth Grade- Part Two

He's the replacement.

Just. The. Replacement.

"He's no Kenny. But at least he's better than you, Butters."

Butters cries himself to sleep that night.

He wants to scream that he's not Kenny, he's himself, he's never wanted to be anyone but himself.

But that would be a lie, and his parents say lying is bad.

All along he's wanted to be Kenny McCormick, but all along he's been lying.

Fourth Grade- Part Three

Professor Chaos is strong.

Professor Chaos is brave.

Professor Chaos is bold.

He doesn't need to be anyone else – he doesn't need to be anything.

Fourth Grade- Part Four

Then, suddenly, Kenny's alive, and no one cares.

Butters goes rigid when he sees him laughing along with Stan's gang, just like normal. Like he hasn't been dead all this while.

It takes him about three days to work up the courage to walk up to Kenny, and say, "Nice to have you back." And Kenny looks up at him, gives him a pleasantly surprised smile, and says, "It's nice to be back, Butters."

Fourth Grade – Part Five

"Why would you do that?" Mysterion asks him in his raspy, guttural voice. "This isn't you, Chaos, this isn't your style."

They both know who Professor Chaos really is, and deep down, he knows Mysterion's identity better than he knows his own.

Fifth Grade

Butters finds the dress in plastic bag, in a trash can. He takes it home and hides it under his bed.

It's red and silky, covered in fake sparkles. Beautiful and clean, perfect really, except for a small rip in the hem.

Stan's gang comes over about a month later. When the others are playing videogames, Butters asks Kenny to come upstairs and help him with something.

Kenny grumbles, the syllables muffled by his coat, but follows Butters up the stairs.

Once they're safe in Butters' room, Butters pulls the dress out from under the bed and shows it to Kenny. He doesn't say anything. Just shows it.

Kenny raises one eyebrow, pretty much the only way he can express emotion. "Mphhmp mphhm mpphh?" What the fuck?

"It's a dress," Butters says, his heart rate jacking up.

Kenny: Mmpph?

Butters: "It's real pretty."

Kenny: Mmpph mmmpphh?

Butters: Do ya . . . do ya want me to try it on?

Kenny: . . .

Finally, Kenny calls him a fag (in a teasing, joking manner, so he won't offend him) and heads back downstairs to play video games with the other boys.

The dress goes back in the trash the next morning.

Sixth Grade

The first day of school, Kenny isn't there.

The other boys are unperturbed; Butters can't help but panic. So, after school, instead of going to the theater class his mom signed him up for, he looks all over the town for Kenny.

He finds him at the opposite end of their usual spot at Stark's pond. At ten at night, it's freezing cold and snow has started up again. Flakes patter against his cheek. He hugs himself for warmth.

So what if he and Kenny aren't necessarily the best of friends. So what if none of Kenny's real friends went looking for him. He can still make sure Kenny's okay.

Kenny's sitting and staring at the pond, the snow pushed up against his body evidence as to how long he's been there. Butters can barely make him out in the foggy darkness.

"Y-you weren't at s-s-s-school."

Kenny doesn't respond, which is good, because Butters has just realized the stupidity of his statement.

"Were you s-s-s-skipping?"

Kenny nods.

Butters' teeth chatter.

"Y-you can't s-s-s-skip s-s-school yet, Ken-n-n-ny. Y-ou're only in the s-s-sixth grade." He coughs. "Th-that's what Mr G-G-Garrison said."

Kenny slips off his hood and Butters hears his voice for the first time in years.

"Aw, fuck, Butters. Why are you out here if you're so cold?"

He unzips his parka, pulls Butters up close to him, and zips it around them both. Butters realizes for the first time how skinny Kenny is, skinny enough to pull this off. He's warm, though. The warmest thing in the world.

"This is really gay, so don't tell the guys," Kenny warns. Butters nods against his chest.

"So why are you out here?"

"I . . . I was looking for you?"

"At ten o clock?"

"I've been looking for you since school let out." Eight hours.

Kenny doesn't speak for a few minutes. Then, when Butters thinks Kenny has forgotten everything (or something) Kenny says, "My mom dropped out of school after sixth grade."

Butters freezes against the smaller boy's skinny chest.

"My dad," Kenny continues. "Okay, he made it all the way to eighth grade. Then my mom got pregnant with my older brother Kevin, and Dad quit and got a job at the McDonalds, which he managed to keep for three months."

"You're not like your parents, Kenny."

"How do you know?" he demands. "I'm poor like them. I dress shitty like them. I swear like them and I'm about as smart as them and I'm going to end up working nine-to-fives just like them."

"No, you're not."

The words slip out of Butters' mouth before he can stop them.

Kenny's gaze locks with his. "How do you know?" he repeats softly. "How do you know I'm not going to be trapped in this godforsaken town forever, just like them?"

"Because you're not them." And Butters fists his fingers around the cloth of Kenny's t-shirt. "You're Kenny."

Kenny is quiet.

Slowly, softly, Butters starts to sing into the dark night.

"Loo, loo, loo, I've got some apples. Loo, loo, loo, you've got some, too-"

Kenny joins him for the last verse.

"Loo, loo, loo, let's make some applesauce . . . take off our clothes and loo, loo, loo."

They're both terrible singers.

Seventh Grade

They're friends, sort of. They still hang with their respective cliques. Butters is sucked into Craig's growing gang with Jimmy, Token, Clyde, Timmy, and Tweek. Kenny stays with Stan, Kyle, and Cartman.

They're not part of the same group. Their respective friends are even sort of enemies.

But they see each other, and they talk to each other, and they enjoy each other's company as sort-of-friends.

Seventh Grade- Summer

"Say it."


"Come on, Butters, say it."

". . . ck."

"Louder, come on, so I can hear it."


"The deal was to yell, Butters. Come on."




"Come on. I want EVERYONE in the mall to hear you."

". . . e-even the little kids?

"Even the little kids. It won't scar 'em for life – remember how messed up we were in second grade?"


". . . come on, Butters."


Eighth Grade

Eighth grade graduation ceremonies have even less relevance than high school graduation ceremonies. Kenny skips his altogether; and Butters, even though he knows his parents will ground him for weeks afterwards, follows him.

They end up under the bridge, passing a bottle of Butters' parents wine between the two of them. The bottle is about two-thirds full by midnight.

They just talk. No playing pranks on passing cars, no swimming in the frigid river water next to them. Just talking.

Once the bottle has a quarter remainder, their conversation consists mostly of random singing.

"I made it," Kenny says when they've finished and cracked the empty bottle against the stone. He decided to take off his hood at about one, declaring a "new beginning."

"Huh?" Butters murmurs. He's feeling quite content at this point. Some small part of him screams that tomorrow there will be hell to pay, but the majority of his brain (the part that's completely wasted) doesn't really care.

"I made it though middle school. I've made it past my parents."

"Oh." Butters says. He thinks about it for a few seconds. "Good for you."


"I told you I could."

Butters yawns and stares up at the pretty bridge above them. The stars are even prettier. All glow-y.


"Yeah, Kenny?"

"You're my best friend."

"I am?"

He didn't know that. Apparently, Kenny didn't know it, either, because he looks incredibly confused after he says it.

Ninth Grade

Butters realizes he is bi midway through freshman year.

The realization shocks him to the core. He spends several weeks moping in his bedroom.

Tenth Grade

"Kenny, you have to get up!"


The skinny boy rolls out of his bed and onto the ground at Butters' incessant prodding.

Anyone can tell he was partying the night before. He wears only a pair of boxers and a bra that is definitely not his own. His hair sticks up over his head. He reeks of alcohol and ecstasy.

"Kenny," Butters says. "School starts in fifteen minutes. You skipped all last week! Keep this up and you won't be able to graduate!"

Kenny rolls over and buries his face into the ground. "Go 'way," he mutters.

"Kenny, get up!"

"Why should I?"

"If you, you'll fail the tenth grade." Butters is close to tears. "If you fail the tenth grade, you'll probably drop out. You'll end up just like your parents."

Kenny lets out a bitter laugh. "Yeah," he says. "Yeah, I probably will."

He goes back to sleep.

Eleventh Grade

Butters starts working at the bar midway through his junior year, lying about his age to become one of the bartenders. At first it's just on weekends. Then it's almost every night from ten until midnight.

He wears a curly blond wig and too much make up. He dons a mini-dress and high heels. At the gay bar, everyone knows he's a fag, but no one cares. It's great. It's perfect.

He hates himself for flashing smiles as the leery-eyed men with groping hands.

Some of the customers are nice. These are the ones he strikes up long conversations with, about whatever and whyever. It doesn't matter.

He hates himself and loves himself at the same time.

Amid the bright lights and erotic music, imagine his surprise when Kenny McCormick walks through the door.

They meet gazes instantly. Butters is frozen as Kenny darts forward and grabs him by the wrist. Butters manages to stutter out that he's going out on his break before Kenny drags him out back.

"Why the hell are you working here?" Kenny hisses in his ear, shoving him back against the alley wall. His arms trap Butters, one on either side. "What the hell are you wearing?"

His secret is out. Butters looks at the pavement.

Kenny softens a little, evens out his voice even though he keeps his arms locking Butters in. "Look, Butters, I've always known you were gay. It's not a big deal. But what the hell are you doing working in a place like this?"

"It's fun," Butters stammers out.

"Oh, sure it's fun. Fun getting felt up by random strangers. Fun getting eye-fucked because you're dressed like a slutty tranny," he snarls. "This isn't you, Butters. No matter how queer you are, it isn't you."

"Oh, like you would know any better?" Butters can't stop himself from snapping the words back. "What are you doing in this bar, huh, Kenny? What the hell are you doing with your life? Everyone knows you're barely scraping a one-point-five. You're biggest stoner in the school. You're gonna end up just like your parents if you do this. I thought that was what you hated the most. To end up just like people who raised you. So don't you give me a speech about who I am when you don't even know who you are."

So long. He's wanted to shout them for so long. And they tear at him when they come out.

From the expression on Kenny's face, they must rip him apart, too.

Butters realizes what he's said. He looks into Kenny's face, but the boy has his head bent over and his long blond hair hides his expression.

"Loo, loo, loo, I've got some apples," Butters starts to sing softly. "Loo, loo, loo-"

"Shut the fuck up, Butters." Kenny walks away.

Twelfth Grade

Another graduation ceremony. This is the one that's supposed to actually matter.

Butters Scotch stands numbly in line with the ninety other graduation seniors from Park County High School. He listens to Kyle Broflovski give a speech about friendship and hard work and change, a speech Butters doesn't really listen to because he doesn't give a damn.

Kenny McCormick isn't there standing behind Stan, even though he graduated, pulling his GPA up to a two-point-three.

As soon as the ceremonies are over Butters strips off his green and white robes and changes into a pair of jeans and a t-shirt.

He finds Kenny behind the school, smoking a cigarette, his knees pulled against his chest.

"You missed it."

"That sucks."

Butters sits down next to him.

"Where are you going to college?"

"University of Washington." He's sure he's told Kenny this a thousand times.

"Huh," Kenny snorts. The parka was ditched years ago, and his voice is clean, if quiet.

Then Kenny says, "You're going to go see the world, aren't you?" He takes a drag on his cigarette. "Become a doctor or a lawyer or something smart. Get married. Adopt a bunch of kids in need."

Butters shrugs. "Maybe." He doesn't wrinkle his nose at the cigarette smoke; he's used to it.

"I've already fucked my life up way too much." Kenny laughs, the same laugh Butters has only heard at his worst moments.

"Already fucked it up way too much to ever get anywhere," he continues.

"I-it didn't have to be like that."

"Look at us, Butters. I'm poor. I'm slutty. My grades are so bad the community college is terrified to accept me. And you – you're smart and you're hardworking and –"

"Those are the things about us," Butters says fiercely. "About what we've done. About what we've been told we had to do. It didn't have to be like that. It doesn't have to be like that. It's not too late for you. It's never too late."

He slips the cigarette from Kenny's slips and grinds it underneath the sole of his shoe.

Kenny just looks at him for a few seconds. He reaches out and takes Butters' right hand with his left hand. The Summer between eight and ninth grade, he outgrew the rest of their class by a good head, and his hands reflect it. He places their palms flat against each other and holds them up in the air, so it's like their pushing each other back.

"Yeah," Kenny says softly. "I guess you're right. I'm not 'the poor kid' or 'the slut' or 'the skipper.' I'm Kenny. And you're not 'the faggy kid' or 'the freak' or 'the pussy' or any of the shitty things the shitheads at our school say about you when they think they're being so clever. When it comes down to it, you're really just Butters."

He smiles. Sort of. And Butters smiles back. Sort of.

"Will you take me with you?" Kenny asks a few minutes later, of them just leaning back against the wall and thinking their own thoughts and wondering their own problems away.


"To Washington."

"Of course," Butters says without hesitation.

Kenny leans in close. "I'll fight my way out of this town, you know," he mutters. "There's no reason not to, there's nothing stopping me except my self."

"I'll be with you," Butters promises.

"I'm not going to get sucked down into South Park."

Butters' heart rate picks up. Heat flares within him. He has to close his eyes.

"And I'll always have you."

"C-cross my heart."

Their lips brush. For some stupid reason, Butters starts to cry, which makes Kenny laugh, which makes them kiss again.