Hiya folks! BabyCharmander here with another Pokemon fic, finally. I didn't think I would actually finish this one, but here I am!

I'll be going to college in a little less than a week, and FFN may or may not be blocked there due to the school's filtered internet. As such, instead of posting a new chapter once a week like I usually do, I may update once or twice a day. In any case, I hope you enjoy!

Disclaimer: I do not own Caterpies, Cubones, or any other Pokemon species; those belong to Nintendo/Game Freak. But I kindof own these characters, sorta.

On with the fic!


"C'mon, Stinkyspit! I'm gonna get there first!"

"Willowwiiiiing! That's not my name!"

"Don't matter, Silverspit, 'cuz I'm gonna get there first!"

"No you're not, Munch!"

The three Caterpies were clambering towards the Oran plant, which had two plump, blue berries hanging off of one branch. Willowing, the biggest of the trio (albeit still not quite a full-grown Caterpie), was in the lead, while Silverspit, the smallest, was behind the other two.

"I'm gonna get 'em!" Shutting his eyes, the small bug ran up to the tree as fast as he could. Eventually he managed to pass his weightier brother, Munch, and even Willowing before he began to climb the plant's short trunk. The young Caterpie opened his eyes again after a few moments, finding himself on the branch and right next to the two delicious berries. "I win!" he squeaked, crawling over to be the first to nibble at one of the fruits.

"HEY!" Willowing blurted out, rushing up to the branch and nearly bowling over his smaller brother. Before he could do anything else, though, Munch crawled onto the branch as well, and the three Bug Pokémon's combined weight turned out to be too much for the little branch to handle. The branch snapped, sending the three brothers tumbling down the short distance to the ground.

Instead of arguing with each other about breaking the branch, the three Caterpies immediately began swarming the two Oran berries, trying to gobble up as much of the fruit as they could.

"H-hey, I want some, too!" Silverspit whimpered, crawling around his two brothers in a circle as he looked for a spot to nibble at. Every time he tried to take a bite, one of the other two Caterpies would bat him away with their tail. "C'mon guys, I'm hungry…!"

"I'm hungrier!" Munch said between mouthfuls.

"You're always hungry, Munch…" Willowing mumbled, rolling his eyes.

"That's 'cuz Momma said we gotta eat a lot if we wanna be Butterfree!" the fat Caterpie declared, standing up straight toward the end of his tail proudly (though he did sink down quite a bit). When he looked back down, though, he saw his smaller brother nibbling at the berry he'd been eating. "HEY!" He rocked back onto his feet and hit his brother with his tail.

Immediately Silverspit spewed a nasty-smelling plume from the antennae on his head. "YIKE!" he squeaked, stumbling back.

"Awww, Stinkyspit, you ruined it!" Willowing exclaimed, crawling back away from what was left of the Oran berries. "Now they smell all gross! You can have them!"

"S-sorry," the little Caterpie whimpered, ducking his head down. "You surprised me, though!"

"You're all jumpy," Munch grumbled. "I don't spray stink every time I'm surprised!"

"Well I don't either!" Silverspit retorted, shooting a glare at his fatter brother.

"Yeah, only most-a th' time," Willowing grumbled, crawling back up the Oran plant and beginning to munch on the leaves. "You need t' grow up!"

"But I'm as old as you..." Silverspit's antennae drooped a little as he followed his brother, climbing up the short tree and nibbling on some of the leaves on another branch.

Munch, meanwhile, looked up at his brothers, glanced around, and crawled back over to the tarnished berries, quickly scarfing down what was left of them and the branch they'd been on. "S'not that bad..." he mumbled contentedly.

Back up in the tree, Silverspit watched Willowing as he ate. "How come you're bigger n' me?" he asked quietly.

"'Cuz I eat more," Willowing replied, making quick work of a large leaf.

"But Munch eats more n' both of us but he's not bigger n' you! ...Just fat."

"He eats junky stuff." The larger Caterpie scarfed down another leaf, looking down at the ground, where Munch was nibbling on what was left of the branch. "We're s'posed to eat berries an' leaves, not..." He paused, leaning down over the branch he was sitting on and staring at Munch, wide-eyed. "Munch! You ate those gross berries?"

"Huh?" Munch's head shot up. "I did not!"

"Hahahhaa! Yes you did!" Willowing nearly fell off the branch from laughing so hard. "You ate th' berries Stinkyspit stinked up!"

Silverspit narrowed his eyes, blushing a little as he turned back to eat the leaves on his branch. "Didn't mean to..."

"...Momma! Daddy!" Munch suddenly called, looking up into the sky.

His brothers did the same, and quickly spotted two Butterfree flying through the air. In their claws they each held one end of a large leaf, which appeared to be weighed down by something. When they descended, the Caterpie brothers squeaked in delight to find that the leaf held a large pile of Pecha, Oran, and Sitrus berries.

"Yaaaay!" Silverspit cheered, scrambling down the tree, only to be knocked away by Willowing. "Hey!"

"Imma get there first this time," the larger Caterpie boasted, easily reaching the pile of berries. Munch arrived shortly after, and the two very quickly swarmed the pile.

"Gimme some! Lemme in!" Silverspit whined, crawling up to the pile. As before, he was easily knocked away by his brothers' tails. "It's not fair...!"

The Caterpie's father, seeing his son was having a hard time getting food, fluttered over to the pile. Immediately Willowing and Munch backed off, allowing their father to knock some of the berries out of the pile and over to Silverspit. "There you are," Daddy Butterfree said gently, flying back up into the air to keep watch as his children ate.

"Thanks, Daddy!" Silverspit cheered, eagerly diving into his own smaller pile of food and beginning to eat.

It wasn't long before all of the berries and the leaf they had been carried on disappeared. Neither a crumb nor a scrap was left behind by the ravenous Worm Pokémon.

"That was gooooooood!" Munch said before flopping over, his fat body covering his little feet. Seeing that, Silverspit and Willowing exchanged glances, wondering if their brother could stand anymore. "Thanks, Momma! Thanks Daddy!"

The other Caterpies snapped their heads up toward their parents. "Yeah, thanks!" they echoed.

"You're welcome," Momma Butterfree said, smiling as she fluttered down lower to the ground. "We got them just for you. We want you to be big, beautiful Butterfrees like us, after all."

"I'm gonna be big, big, big n' beautiful!" Munch exclaimed, wagging his tail.

"You got the 'big' part right," Willowing said with a snicker.

"Yup, I did!" Munch wagged his tail again, then paused. "...Heeey!"

"Now, Willowing, be nice to your brother," Daddy Butterfree called. He remained up in the air, constantly looking around.

"Momma, will I be a big, beautiful Butterfree too?" Silverspit asked, slowly crawling up to his mother.

"Of course..." Momma Butterfree flew a bit lower, so her feet nearly touched the ground, and came closer to her children. "Come here. Would you like me to tell you how to become big, beautiful Butterfrees?"

"Yes!" "Yes!" "But I can't come closer..." Willowing and Silverspit clambered up to their mother, while Munch tried in vain to drag himself forward.

"You all need to eat a lot of food, even if you're the least bit hungry. Eat lots of leaves—"

"And berries!" Silverspit exclaimed, sitting up on his tail. Willowing knocked him down.

"Yes, and berries," Momma Butterfree said with a gentle laugh. "Eat lots of leaves and berries, and remember when to hide."

"When we see or hear somethin' big that's not you or Daddy!" Willowing shouted, laying close to the ground and curling up, so his pink antennae and yellow tail and underbody were hidden. "So they don't eat us all up!"

"Yeah!" Silverspit mimicked his brother's movements.

"Very good." Momma Butterfree glanced up at her mate, then back at her children. "And if you keep hiding, and eating lots of berries and leaves…!"

"We turn into big, big, big, big, big, beautiful Butterfrees!" Munch blurted out. He tried to sit up, but just flopped back over onto his front. "Ow..."

"Oh, Munch, you've been eating too much!" Momma Butterfree flew over to the fat Caterpie, looking him over. "Don't eat if you're not hungry!"

"But I wanna be a big, big, big—"

"You're gonna be big, big, big!" Willowing taunted.

"That's enough, Willowing!" Momma Butterfree shouted, causing her son to duck down guiltily. She then turned back to Munch. "You need to stop eating so much, or you won't be able to run away if you need to." Her antennae drooped. "Then you won't be a Butterfree..."

Munch considered that for a moment, then whimpered.

"It's all right, we'll protect you... Just don't eat so much."

"But if we eat 'nuff, an' not too much..." Silverspit started, crawling forward.

"And we hide from big things, then we turn into Butterfrees!" Willowing grinned. "Right?"

Momma Butterfree smiled gently. "You'll become a Metapod first, but... yes. You will." She then looked up at her mate again, her face taking on a more serious expression. "How does it look?"

"I don't see that human or his Arcanine anymore," the male called back. "Let's keep to the trees, just to be safe, though."

"Right." The female looked to her children, and motioned to a nearby tree. "Go on, then. You heard your dad."

Willowing and Silverspit nodded before crawling up to the tree that their mother had indicated. They both exchanged a glance before charging up the trunk, forcing themselves to climb as quickly as possible. Finally Willowing reached the crook of a specific branch, where they would be hidden among the leaves, and took a proud stance. "Hah! I beat you again!"

"I never said we were racing..." Silverspit muttered, climbing up next to his larger brother. From that branch, they watched as their parents carried Munch up to their position and set him down.

"There we are," Momma Butterfree said as she fluttered over to the trunk, landing on it gently. She turned to look at her children. "All safe."

"Hopefully," her mate muttered as he attached himself to a spot on the trunk next to his mate. "They won't see us up here, at least."

Silverspit curled up, paying no mind to his parents' usual talk. "I'm tired... C'n you tell us a story, Daddy?"

"Yeah, I wanna hear one too!" Munch exclaimed, wagging his tail.

"All right." Daddy Butterfree looked down at his children for a moment, then closed his eyes. "There are many great Pokémon in the world... Arceus was the first, and he created many others."

"Like Mew and Dialga and Palkia!" Willowing pointed out, standing up on his tail proudly.

"But we already heard 'bout those!" Munch retorted, glaring at his brother.

"Yes, but have you heard of Jirachi?" Daddy Butterfree asked, opening his eyes to look at his children again.

"No!" Silverspit's eyes glistened. "I wanna hear!"

"Jirachi is a great Pokémon... I've heard that he looks like the lights in the night sky."

"But they're tiny..." Munch muttered, looking up at the darkening sky through the gaps in the leaves above him.

"But he doesn't live in the sky. He lives in the mountains, far away."

"Mountains…" Silverspit murmured.

"What makes Jirachi so great is that he has a very special power."

"I bet I know what it is," Willowing said with a smirk. "He's super-strong, isn't he?"

"That, I'm not sure..." The Butterfree looked up. "But what I'm sure of, is that he can grant any wish you desire."

"Any wish?" Silverspit asked, eyes widening a fraction. But he yawned, resting his head on the branch. He was getting tired...

"Yes, so long as you put the mark of your foot on one of the leaves on his head when he sleeps. Then when he awakens... your wish will be granted."

"That's so cool..." Silverspit whispered, his eyes half-lidded. Willowing and Munch were looking sleepy as well. And as they drifted off, they caught a bit of their parents' conversation.

"What would your wish be, if you ever found him?" their mother asked.

"My wish... would be for us to remain safe forever."