“Yes, yes that’s it. You’re doing good.” Fluttershy encouraged her new housemate; Butters. She named him, the butterfly stallion that Bronze made in his fit of insanity. He looked just like Bronze aside from being covered with chitin instead of fur and the beautiful butterfly wings, he even started showing signs of growing a mane and tail as silvery fuzz had sprouted up from his chitinous head, neck, and dock.

Butters was a very intelligent, if simple pony thus far, he was as curious and aware as a foal, but he rapidly picked up on things and was able to understand well enough if she used her experience with animals to teach and explain things to him. She could hardly believe it’d only been two days since Bronze unintentionally created this buggy downsized clone of himself and left her slightly mutated.

Speaking of the Mad Prince as he was being called by the public from witnesses of his actions at the stadium, he’d been so distraught that he’d banished himself to the Shadow Realm by refusing to leave for the time being. Fluttershy didn’t blame him for anything though, not even his self-imposed exile. If she had such a monstrous thing inside of her...she’d lock herself away to protect others too.

“Thank you for being so helpful Butters, and you too Opal for being so patient with us.” Fluttershy cooed to Opalescence, Rarity’s pet cat, who simply puffed out her chest while riding atop Butters’ head, the stallion having little issue with balancing and carrying the animal on his head since she comfortably lounged on him, a paw wrapped around his long, smooth spike of a horn for stability.

Butters however, blinked and mouthed something. “Oh I know Butters, just be patient.” Fluttershy implored of the unique stallion as they neared Carousel Boutique and she knocked on the back door. “Hello, Rarity?” Fluttershy softly called, and Rarity, looking a little harried, opened the door.

“Oh, Fluttershy, and...um, Butters?” Rarity asked the stallion, getting a wordless smile from him and a flick of his majestic and vivid wings at recognizing his name. “You’ve finished Opal’s grooming already?” Rarity asked in surprise at noticing the usually better-than-thou cat calmly lazing on Butters’ head, instead of trying to tear off his face, as futile as such an action might’ve been.

“Oh yes, Opalescence was just a delight.” Fluttershy said as she gestured for Butters to lower his head, and he did, Opal gladly jumping to the clean floor of Rarity’s home and poshly strolling in. “She even enjoyed playing with Klingon while her bath was being drawn.”

“Well, I thank you dears. Would you like to come in? I’m afraid I can’t play host at the moment, but I don’t want to just have you walk back home without resting your hooves a bit first.” Rarity offered as she gestured them to come in, and she couldn’t help a shiver at Butters when he passed her. “Sorry darling, still getting used to you.” Rarity apologized when Butters looked at her when she shivered.

“Oh he understands, don’t you Butters?” Fluttershy asked as she sat down, Butters nodding cheerfully as he looked around, examining everything with sniffing and occasionally trying to lick things but always being stopped by Fluttershy Staring at him, even if his head was turned.

“Oh my, I haven’t seen you using the Stare so much Fluttershy, has Butters been that difficult?” Rarity asked in concern as the foal-like stallion sniffed and sampled some flowers Rarity had in a table vase, but she didn’t mind, that’s what they were there for.

“Oh no, I’ve just learned it’s easier to help him learn by enforcing what is and is not okay to do. And he isn’t really scared of my Stare.” Fluttershy replied with a soft smile, before Apple Bloom, Scootaloo and Vivian all burst into the home from the back door, Button Mash and Rumble more sedately following.

“List!” Vivian declared, pulling a scroll from her backpack as Rarity’s eyes widened in horror. “Sleeping bags!”

“Check!” Apple Bloom shouted as she pulled out her own bag as the others all presented theirs.

“Marshmallows!” Vivian stated.

“Check, Check!” Scootaloo confirmed as she took a huge bag of large marshmallows out of her saddlebags.

“Graham crackers!” Vivian excitedly continued.

“Got ‘em.” Rumble stated as he produced the boxes, edging away from a curious Butters as he sniffed around him and the box of crumbly goodness.

“Entertainment?” Vivian asked more quietly of Button Mash, who hopped in place before spilling his overstuffed game collection for Joyboys onto the floor.

“Every single game!” Button Mash proudly declared, and then they all took a deep breath as Rarity covered her ears.

“CUTIE MARK CRUSADERS SLEEPOVER YAY~!”

“NO~! No Sleepover!” Rarity interrupted after their cheer was over. “I have too many orders to fill! I cannot keep an eye on you all tonight after all.” Rarity apologized, the children all wilting in sadness, not noticing Butters trying to eat the bag of marshmallows, and succeeded thanks to his sharp teeth.

“Butters! No!” Fluttershy scolded, getting the stallion to stop and spit out the chewed plastic bag forlornly. “Wait...Rarity, maybe the Crusaders don’t have to cancel their sleepover.” Fluttershy considered as she looked at Butters, who looked back in confusion.

“Well unless somepony is going to take them off my hooves right this minute….” Rarity then blinked at realizing what Fluttershy meant. “You...you’re saying you want to foalsit my sister and her hyperactive friends?” Rarity asked in amazement.

“Oh yes. Thanks to Butters, I think I’ll be able to handle a few children.” Fluttershy informed, getting the Crusaders present to all gasp in joy, Vivian especially since ever since Bronze had started being isolated, Shampoo was essentially her current guardian, and while Shampoo was cool, she was very irritating at times with her rather vain nature at least concerning her hair.

“Oh yes, he’ll certainly be able to help you. A big strong stallion to help entertain and contain their destructive natures.” Rarity mused, knowing that Butters was much stronger than his size implied since he often accidentally did incredible feats of strength even earth ponies would have trouble with.

“Destructive?” Fluttershy asked in concern, only to suddenly find herself, Butters, all of the Crusaders, including a confused Sweetie Belle, being levitated outside.

“Oh~ Nothing to be concerned about dear, just me being dramatic, have a good night, goodbye~.” Rarity hurriedly said before closing the door a bit too quickly, and the six children looked up at their sudden foalsitter and her odd buggy companion with beaming smiles, making Fluttershy consider if she’d just gotten in over her head.

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“Okay, we’re about there now, my cottage is just around the bend.” Fluttershy assured the large group of six excited children who were all running around her and Butters’ calm walk and chatting about what they might do for the sleepover. Fluttershy hoped that she was really prepared for this and that Butters hadn’t unintentionally given her unfounded confidence.

“Um, Miss Fluttershy? Are animals usually swarming over your house?” Vivian asked in concern, and Fluttershy was about to answer in the affirmative, before she gasped quietly at seeing all of her animal friends, including Harry the Bear, trying to get into her front door in a ruckus.

“Oh, dear, oh no.” Fluttershy fretted as she fluttered through the air to reach the commotion faster. “What’s going on? Did I forget any of your meals? Is someone sick, and I wasn’t here to-?” Fluttershy was interrupted by Harry growling and huffing at her. “*cute gasp* An intruder? Oh no. This is-.”

“Flutter Butter is that you?! It’s me, your favorite brother!” Came a rather annoying voice from the door, and Fluttershy instantly went from worried, to frustrated.

“...Very bad….” Fluttershy suddenly muttered in true irritation and a level of disdain. “Everyone leave him alone, he’s my little brother.” Fluttershy begrudgingly implored to her animal friends. “Zephyr why are you-?” Fluttershy was promptly interrupted by the door bursting open and being enveloped in a hug.

“Oh~ Flutter Butter! Are you alright?! The Mad Prince didn’t scar your pretty coat did he?” Melodramatically cried out a lanky stallion with aquamarine fur, and a horrible ‘man bun’ mane-do for his brown hair, and his unkempt five-o'clock shadow gave him a beatnik look overall.

“Do not call him that. And no. I might be a little hard in some places, and my feathers a little more uniform, but I am just fine.” Fluttershy asserted with a glare at her obnoxious brat of a little brother, the small patches of yellow chitin shining in the dying lights of the day as she leered at what her sibling called one of her best friends.

“How is he your brother? He looks nothing like you.” Scootaloo demanded as the children and Butters approached, the buggy stallion tilting his head in curiosity as the aqua stallion released his elder sibling from the hug he still had her in.

“I took strongly after the recessive genes of the family.” Zephyr proudly boasted as he played with his annoyed sister’s mane with his hooves, casually restyling it in various ways both ridiculous, or impressive.

“It would explain why he’s gangly and loud while Miss Fluttershy is normal and quiet.” Sweetie whispered to the others who nodded quietly in agreement.

“Zephyr, while it’s nice to see you.” Fluttershy practically flinched when she said the word ‘nice’. “Why are you here, in my house. Instead of at the college dorms?”

` “Oh as if I could sleep, hearing my precious big sis got assaulted by royalty. When mom and dad told me, I just couldn’t relax and had to come see you. This place you got here was a little hard to find. Why didn’t ya invite me over sometime for the past few years anyway?” Zephyr asked curiously, getting Fluttershy to barely do more than leer hatefully at her sibling, who completely missed her intention.

“Ah can feel the sibling hate.” Apple Bloom whispered, the Crusaders content to watch the family drama unfold as Butters continued to look on without comprehension.

“Well I’m glad to know you’re okay big sis, but just to help put me at ease, mind snuggling together like when we were little?” Zephyr asked with big watery eyes and a quivering lower lip.

“Um...Zephyr...we’re not foals anymore. And besides that….” Fluttershy looked back at the enraptured Crusaders and Butters who had taken to nipping at Rumble’s wings since the colt was teasing the simple stallion with his wings moving around. “We’re having a sleepover and-.”

“Oh that sounds fun! I could do all your manes and tails, telling you all stories about me and my sister’s misadventures! Come inside!” Zephyr urged as he waltzed right back into Fluttershy’s house like he owned the place, and Fluttershy gawked helplessly as the Crusaders cheered and rushed in after the obnoxious stallion, and she facehoofed as Butters curiously moved next to her.

“Butters. From now on, remind me to keep quiet.” Fluttershy pleaded to the buggy stallion, who quirked his head in confusion.

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Fluttershy was not having a good night. Sure, her brother actually kept the Crusaders occupied with styling all their hair and telling them stories...embarrassing stories, but at least this caused the mixed blessing of Fluttershy actually having a way to distance herself from her sibling and see about tending to her animals outside.

It wasn’t like she didn’t love her little brother, he just got on her nerves.

“Good night Harry.” Fluttershy bid her bear friend farewell with a hug, getting an enveloping hug back as he licked her face, getting her to giggle before the big lug let her go and lumbered in the direction of his cave.

Fluttershy silently basked in the feeling of a fulfilling day...despite unpleasant surprises, before she jolted at hearing a few distressed squawks coming from her chicken coop. “Oh dear, what are they worried about?” Fluttershy asked herself as she fluttered over to the coop, finding Butters poking his head into the little hut. “No. Butters, I told you that the chickens are friends, not food.”

Butters moved his head out, and the chickens all bolted out of the now open door and were clucking at Fluttershy frantically. She immediately assumed they were complaining about Butters, but their words made her gasp. “What? Elizabeak went and…?!” Fluttershy then noticed the small gap in the little fence around the coop, and the chicken scratchings of talons leading into the Everfree Forest. “Oh no! Elizabeak!” Fluttershy dashed towards the forest, and yelped cutely when she was stopped dead by a yank on her tail, and she turned to see Butters looking scared at her as he’d stopped her from running into a place even he knew was dangerous.

“Butters, let go. I have to go find Elizabeak before something terrible happens to her.” Fluttershy softly insisted, but in response, Butters clenched his jaw onto the hair of her tail even tighter, and then, she Stared at him, and he flinched before letting go. “I’m sorry. But I can’t let a friend get hurt when I could’ve helped them. Stay here Butters. I’ll be fine.”

Fluttershy then looked at the tracks, and rushed into the forest.

Butters, meanwhile, began nervously prancing in place, looking after the place his mother-figure had run off to, and the house having others clearly smarter than he inside. After a moment of frantic deliberation, the foal-like stallion instinctively decided that getting older ponies to go after his mom was the right thing to do.

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“...-and so that’s how square clouds ended up not being all that great.” Zephyr finished his latest story with a self-deprecating chuckle. “I mean, who knew that trying to force clouds into hard angles made them so fragile?” Zephyr asked sheepishly, getting Rumble and Scootaloo to raise their hooves, making the stallion sulk.

And it was all ruined when Butters literally smashed through the front door like it was tissue paper, whinnying in panic and trying to convey something he could not verbalize, scaring the children but Zephyr gasped.

“Flutter Butter fell down a well?!” Zephyr incorrectly translated, getting a neigh and a shake of the head from Butters. “She was foalnapped?!!” Zephyr began hyperventilating before Butters nickered and stomped something out. “She ran into the forest all on her own?! We’ve gotta go get her!” Zephyr insisted in a rush, flying out the ruined door with Butters running after him.

The Crusaders all simply blinked, before smiling broadly at each other, and taking a deep breath….

“CUTIE MARK CRUSADER PONY FINDERS YAY~!!!!!!!!!!!!!!”

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Fluttershy was incredibly worried, she hadn’t found her little chicken hen yet and the Everfree was getting darker, especially as she delved deeper after the tracks of her feathered friend. “Oh Elizabeak...please come out. It’s dark, and dangerous. I don’t want you to get hurt-AH~!” Fluttershy screamed upon finding a statue of one of her friends in a clearing she’d followed the trail to. “Trixie?! Oh no, you’ve been stoned by a Cockatrice!” Fluttershy nervously aimed her eyes downward.

“It’s okay Fluttershy...she’ll be fine. Get to town, tell Ponyville General somepony’s been stoned, and they’ll send out an EMT with a vial of Cockatrice blood to save her. Yes. Just, turn around and-.” Fluttershy’s scared and worried rambling was interrupted by the clucking of a certain chicken, and Fluttershy looked up to see the hen she’d followed into this deadly place poking her head out of a bush. “Oh, Elizabeak, it’s so good to see-*gasp*!”

Fluttershy snapped her eyes shut, and whimpered at hearing the panicked final clucks of her friend, before hearing stone hit the ground. This was followed by the sound of several small children running through the flora and rustling the leaves, coming closer to the dangerous Cockatrice. “Oh no. Stop! Don’t come any closer!” Fluttershy yelled frantically, hearing the hiss of the monster that had stoned her friends, eager to suck out the life-force of more victims.

“We found Fluttershy! Yay!” Fluttershy heard the six younglings cheer, followed shortly by resounding sighs of disappointment. But that didn’t matter, she heard the monster hiss in excitement and move towards the children, and she knew what she had to do.

“Stop!” Fluttershy demanded, snapping open her eyes and quickly moving in front of the horrific chicken/reptile hybrid, Staring it in the eyes as it stared at her. “You will not be stoning anypony else! And you will TURN THEM BACK!” Fluttershy demanded, ignoring the creeping cold and numb sensation of her body turning to stone from her hind hooves and traveling up.

Her Stare held tight on the Cockatrice. Slowly the creature started to wither under the Stare, began backing down and sweating, up until there was another rustle in the bushes. The familiar and unwelcome voice of Zephyr came crashing over Fluttershy causing her to lose her focus. “Flutter Butter?! Where are you?! Little brother is here to help!”

The momentary loss of focus was all it took for the Cocktrice to turn the tables, it reared up and finished turning Fluttershy to stone, just as Zephyr entered the clearing and screamed in horror of seeing his big sister was now a statue. Turning on it’s third pony of the day, it turned him to stone in an instant. The children screamed and the beast was about to claim them as well, when it felt pain and knew no more.

[(X)]

Fluttershy gasped at suddenly waking up, feeling numb, cold, like she’d been encased in stone, which was really quite close to what had just happened to her. She fell to her plot and panted at realizing she was alive. And covered in blood…. “Th-this is more than just a vial….” Fluttershy realized and turned to see Butters splashed in blood as well, the petrifying monster dead and in pieces at his hooves. “Oh my goodness! Butters, are you alright?”

Fluttershy was quickly grabbed in a crushing hug by the foal-like stallion, he neighed and nickered in relief as he nuzzled her all over, and Fluttershy quietly weathered the affection, having been ponyhandled by large affectionate predators before, and then kissed his cheek when he calmed down a little. “Thank you for saving me Butters.” She soothed as she hugged him back, and they remained in a snuggle before Vivian came over from the assembled and possibly traumatized children.

“Um, miss Fluttershy?” Vivian asked worriedly, and the buttery pegasus looked to the young hen curiously. “Why isn’t your brother back to normal?” Vivian asked as she pointed to the still stoned Zephyr Breeze, and the slightly blood-spattered Elizabeak clucked in joy at being alive as she inspected the stallion statue.

“Um...don’t you prefer him this way?” Fluttershy asked impishly, getting glares from the morally upstanding children. “Oh...I guess...we’ll just...turn him back.” Fluttershy grumbled softly, picking up the dead cockatrice with her wing and hatefully tossing it at Zephyr Breeze, who gasped when the blood instantly freed him from his entombment.

“Oh gosh! Flutter Butter! When I saw you get stoned I was so scared!” Zephyr practically wailed as he rushed to his older sister and hugged her protectively, getting Fluttershy to blink as her little brother started crying into her coat. “I thought I’d lost you sis!” He began sobbing and nuzzling her despite all the blood, and the buttery mare smiled softly as she gently hugged him back. Letting her little brother know that she was still here...and secretly, sorry for even considering leaving him in stone.

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“Now Flutters, are you sure you’ll be fine?” Zephyr Breeze asked of his older sister in concern as she, Butters, and a freed Trixie who had a headache from being stoned for longer and had a cold compress tied to her horn right now, were on Fluttershy’s front porch the next morning as the CMC were off playing with her animal friends. Fluttershy was trying to convince her little brother he didn’t need to-*shudder*-move in with her.

“I’ll be just fine Zephyr. I have Butters to protect me, and my friends to support me.” Fluttershy tried to assure as Butter’s ears perked up, and he curiously trotted around the side of the cottage.

“Well...if you’re sure Flutter Butter.” Zephyr moved up to her and kissed her brow, nuzzling her lovingly which she happily accepted. “I’ll miss ya sis. Be safe okay? I don’t wanna hear something else awful happened to ya.”

“Don’t worry Zephyr, I’ll try my hardest to keep safe. Usually, it’s what I’m best at.” Fluttershy giggled, and her brother nodded before he turned and flew up into the sky in the direction of Cloudsdale.

“Ugh, he was just infuriatingly annoying. Trixie’s headache was getting worse just hearing his voice.” Trixie complained as she rubbed her eyes.

“Take last night as a lesson Trixie. Don’t go into the Everfree even if it’s to visit Zecora for some tea.” Fluttershy chastised her friend, who looked suitably sad at having had to face the consequences of last night so harshly. “Didn’t Twilight tell you to never go into the forest?”

“Of course Trixie’s beloved told her not to go. But she also assured Trixie would be fine if she stayed on the paths. But Trixie lost the path, and...the eyes….” Trixie shuddered out a breath. “Trixie just wanted some Zebrican Red Tea leaves so she could brew her lover’s favorite tea in the morning. Now she will have awoken to an empty bed and so much worry. Trixie is a terrible lover….” The mare put herself down, and Fluttershy was about to chastise this self-destructive behavior, when she heard an adorable squeak of a pet toy, and turned to see Butters return but...different.

“Butters?” Fluttershy asked worriedly of the changed bug pony. His butterfly wings were gone, instead he had prismatic feathers of pegasus wings, and when he looked at her, instead of the eyes of a simple animal, she saw the gleaming eyes of a foal filled with childish wonder, and in his mouth was a plush animal designed like wolf, which squeaked when he bit harder on it, but his sharp teeth didn’t tear it, and it was panting, and wagging it’s tail.

“...Trixie is out. She hurts too much for these shenanigans right now….” Trixie GTFOd out of there with a tired strut, and Fluttershy sighed at realizing her adopted son was now going to be perhaps even harder to manage in some way.

Author's Notes:

Blame life, blame it so hard it gets Regretti Spaghetti up the arse.

I seriously need to get back to writing my OWN stuff, instead of just helping out others and doing rampant crossovers ahead of my own stories

As for an explanation for Butters' changes, reference The Worlds Most Horrifying Game of Golf