Disclaimer: Powerpuff Girls do not belong to me.  Why do people keep asking me that?

OK, I know this thing has been done before, being Buttercup and Butch.  But I'm not going for originality here.  I just hope to bring a smile to your faces, and maybe breathe some new life into the old cliché.  This was something I wrote a long time ago as part of a dark angsty story that I gave up on.  But this chapter seemed to work by itself with a few adjustments.  The tone is so much happier than the story it used to be a part of.  Well, even if it doesn't breathe new life into the Buttercup/Butch thing, I hope you all enjoy anyway!  Please R&R!!

Sighing heavily, she opened her eyes to see herself covered by a plaid red, green and blue blanket.  She felt warm and blissful.  Glancing up she saw her best friend.  His messy dark hair, his bright green eyes, his smiling face seemed to glow as he looked down at her.  "Hey," she smiled, "How long have I been asleep?"

"About half an hour," he replied.  They were on his bed and she had used his lap as a pillow as she slept.

"Wow," Buttercup stretched and sat up, "Why didn't you wake me?"

"Easy," he shrugged, "You looked so beautiful and peaceful," he laughed.

"Shut up you jerk," she grinned, giving him a playful punch, "You still should've woken me up, I still have a lot of studying to do." She motioned to her books which were scattered open on Butch's double sized bed.

"You know I think you should go home soon," his face turned serious; "your family will wonder where you are."

"I know," she sighed, "But I don't want to go home just yet."  She reached for her books and shut them closed.  "Butch… can I ask you a personal question?"

"Depends.  What do you want to know?"

"Do you like me?"

"Of course I like you, silly.  You're my best friend," he shrugged, but there was a slight pause.

"But why?  Why do you like me?  No one else does," she sighed.  She wasn't very popular.  Quite the contrary, she was usually the butt of everyone's joke.

"Why should I care about what other people think?" he asked, "You're cool, you're you.  Everyone else are sheep.  It's a junior high thing."

"I know," she sighed.  "Thanks for not… following the crowd so to speak.""

"No problemo," he smiled.  "Thank you too, I mean I'm not exactly well liked either."

"By my family.  But at least you have some friends, and your brothers to count on.  I don't," she muttered, "I just have you."

"What about your sisters?  You three are close, aren't you?" Butch asked.

"Yeah, I guess," she replied, "but lately, not as much.  I don't know.  I always tend to screw things up.  Blossom and Bubbles… they're the perfect little girls the Professor always wanted.  I'm just…Buttercup.  Nobody."

"You know, you shouldn't feel like that Buttercup," Butch said, "You should be proud of who you are.  I know I am.  You're not yourself you know.  The Buttercup I know would never let herself get depressed over some losers at school.  They're not worth it."

"There's more to it than that," she muttered.  She stared at him for a moment.  There was a connection.  She quickly looked away, "I guess I should get home.  It is late and I shouldn't let my family worry.  I mean if they knew where I am, they'd freak."  Unlike Buttercup, the rest of the Utoniums weren't too fond of the Rowdyruffs.  She opened his bedroom door so see Brick and Boomer.  They were snickering.  "What?" she demanded.

"So, did you too love birds have fun 'studying'?" Brick asked, insinuating.

"Love birds?" Buttercup frowned, "As if!  Not a chance!" she laughed, "You guys must be complete morons to think that Butch and I…"

"Kissy, kissy, who's a sissy?" Boomer snickered, pointing at Butch.

"Shut up guys," Butch warned, trying to laugh, but he was serious.

"Butch likes you," Brick told Buttercup.

"He thinks you're hot!" Boomer nudged him.

Buttercup rolled her eyes, "You guys are such morons!  We're just friends!" she turned to Butch, "I can't believe you manage to put up with these losers sometimes," she said playfully.  The three boys were her only friends, so it was all out of jest.  She was kind of surprised when Butch remained serious, instead of laughing like always.  "Everything OK?"

"Yeah," he nodded, "As if we'd ever be more.  We're just friends guys so shut up!" he played along, but his eyes were distant.

She noticed it and was kind of confused by it, but she shrugged, "Well, later guys," she flew out of the door.

She was surprised how long she was over there.  The sun had almost disappeared over the horizon and it was well past curfew, which was too early for a thirteen year old in her opinion.  She felt like an idiot for falling asleep studying.  Actually, she and Butch hardly did any schoolwork; instead they mostly talked and played video games before she dozed off.  It was nice of him to let her sleep though, and take care of her like that.  She always had a hard time sleeping when she was at home.

Halfway home she heard a voice, "Buttercup, wait up!"

"Butch?" she looked behind her to see Butch fly up next to her.

"Hey, um I just wanted to apologize for the way my brothers acted back there," he said awkwardly.

"Brick and Boomer?  Those idiots say the stupidest things.  But you gotta love 'em right?" she smiled.    Inside her heart was pounding from confusion.  She was confused by Butch's reaction to their typical teasing.  It wasn't like Butch to get so offended like that.  They teased them all the time.

Butch nodded slowly, "Yeah," he paused, "Buttercup could I ask you a question?"

"Yeah, what is it?" Buttercup asked.

Repeating her earlier question he asked, "Do you like me?"

"Of course dummy!" she laughed, "We're best friends.  We've been through this already."

"No," he muttered, his cheeks were turning red from embarrassment, "I mean, 'like' me, like me."

She stared at him and thought a moment, "Why?"

"Because, well… I like you.  As in 'like' you, like you."  He slapped his forehead, embarrassed, like he just said something stupid.

"Really?" she seemed flattered, but skeptical.  She felt nervous.

Butch noticed her reaction and gathered the courage to continue, "I mean, forgive me for sounding sappy and all, but I really think you're beautiful."

"You're joking, right?" she didn't scoff, but instead her tone was serious.  How could anyone find her… beautiful?  She was a tomboy, her black hair was always messy, she always wore jeans and a t-shirt and she felt incredibly awkward in comparison to her sisters and classmates.

Butch seemed to read her mind, "I mean, your sisters, they're pretty, but in such a conventional way.  You… your beauty is so natural and real.  I like you… a lot.  Do you…you can say no if you want…do you want to go out with me?"

Buttercup was speechless.  Butch was definitely not the sentimental type, and he was incredibly nervous.  It was obvious the way his voice squeaked.  It was a brave thing he said.  Anyone else and Buttercup would feel almost offended, like she was being lied to.  She wouldn't trust those words from anyone, but from Butch…  He must be speaking truth, saying something sappy like that to her when it was untrue was just as dangerous as trying to take over Townsville.

Suddenly she looked at Butch in a new light.  He was sweet, he was cool, and he was powerful.  He looked handsome, kind of awkward, but that was what made him cute.  He was a different person entirely.  She suddenly saw him as more than a best friend. Slowly, she nodded.

She took his trembling hand.  They were both shaking, feeling nervous.  They floated close to each other and leaned forward.  She had never willingly kissed a guy before, and not in any special way.  Before they were just kids, and it was for the wrong reasons.  Up until that moment, being the 'late bloomer' she thought the idea of kissing was still gross.  She could tell by the look in his eyes he never kissed a girl either.  But there they were, about to do it in the middle of the rainbow sky.

They leaned close to each other, slowly and clumsily.  They slowly closed their eyes as they leaned in for the kiss.  Suddenly they bumped foreheads, "Ouch!" they chuckled nervously, rubbing their heads.  The two looked at each other and burst into laughter.

"Uh, maybe we should try it again but, with our eyes open," Butch said.  Since his voice was in the process of changing, he kind of squeaked the last two words.

"Sure," Buttercup grinned, turning a million shades of red.

The two shared another brief laugh, feeling rather stupid before trying it again.

As their lips met, Buttercup felt something she never felt before.  She couldn't quite tell what it was.  It was like their attraction was meant to be.  She put her arms around him, he did the same and they held each other, not wanting to ever let go.