A very young boy stood by his mother's side, clutching her leg with his small hands. He was hiding his face behind her so the lady with the red skirt wouldn't see him. The boy had a tuff of blonde hair, and bright beautiful blue eyes.

"Butters, be a good boy now there is no need to be afraid." His mother said, her voice soft but demanding. Butters looked up at her with pleading eyes, his bottom lip quivering.

"But I don't wanna! Don't leave me here with all these people!" He begged, his eyes watering. His mother bent down so she could look into his eyes. She smiled that pretty smile of hers and pulled him closer to her chest.

"Don't worry I will come back after I finish work today to pick you up, okay?" She pulled away and looked at her son. He sniffled and rubbed his eyes. "Okay." He muttered. His mother smiled again and kissed his forehead before she stood up and started talking to the lady with the red skirt again. "I'm going then, be nice to the other kids, Butters." His mother said and walked away, leaving him alone with the strange lady.

"Hello Butters, my name is Miss. Claridge, shall we go inside?" She asked. He nodded and took her hand.

"Noooo, that one was mine!" A high pitched voice yelled. They came inside a big room. Butters wanted to hide there were so many kids in here that he didn't know. As a matter of fact he didn't know any of them. The Miss. Claridge lady let go of his hand and told him to sit down before she walked over to the little boy with a red hair and a green hat on his head. He was crying. "What is it Kyle?" The teacher asked the boy. Butters watched them with curiosity in his blue eyes. The boy sniffled and pointed towards another boy. "He took my toy car and hit me!" He wailed. The teacher motioned for the other boy to come closer. He was chubby and had on a red coat. The fat boy stuck out his tongue at the one named Kyle and held the toy car safely behind his back.

"Haven't I told you to be nice to the other children, Eric? You be a good boy and apologies and give him his car back." Miss Claridge said. Eric made a pouting expression and handed Kyle back the car with an angry movement. "I'm sorry I took your car and hit you Kahl" He apologized quickly. Kyle smiled happily and wiped away his tears. "Stan, wanna play?" He called out.

Butters eyed the Eric boy up and down. He kind of liked him for some reason. Someone called Miss. Claridge's name, and she walked over to them. Butters kept staring at Eric, not daring to go over and speak to him.

Butters thought it was too noisy in here so he trotted out of the room on his little feet. He smiled brightly when he found a room nearby with lots of nice fluffy pillows and books. Satisfied with his new discovery he picked a book about Hello Kitty and sat down among the pillows to read it.

"What are you doing?" Asked a muffled voice. Butters turned his head, standing there was a boy in an orange parka covering all of his face except his eyes. Butters dropped his book in surprise and crawled away. "I can't understand you." He said rubbing his knuckles together in embarrassment.

The other boy looked confused for a second, and then pulled his hood down. "Sorry." He replied and picked up Butter's book. Butters watched him as he sat down and flipped through the pages.

The boy yawned and put the book away. "What's your name? I haven't seen you before." He asked. Butters moved a little closer. "Butters…"

"I'm Kenny! You wanna play with me?" Butters nodded and stood up, walking over to him. "What are you doing in here, Kenny?" He asked. The other boy frowned and peeked out of the room. "I'm hiding from Bebe. She says she wants to be my girl friend, but I don't want her to." Butters laughed at him. "Your gi-girlfriend? Why don't you live her then?" He asked curiously. Kenny shuddered and motioned for Butters to come closer before he said in a low voice. "She loves pink, and she wants me to wear a pink dress for our wedding." Butters blinked and nodded in understanding.

"KENNNY??? WHERE ARE YOU???" A girly voice called. Kenny took Butters hand, pulling him alone. He dove into some pillows, burying himself and Butters under them.

"Be quiet, then she wont find us." Kenny assured him.

"Kenny? Come out…" The girl called. They both sigh in relief when they heard her walk away. The popped their heads out, looking at each other before they started laughing.

"Oh hamburgers, that was close." Butters said. Kenny nodded and smiled at him. "You know what, I kind of like you. Wanna be friends?" Butters nodded a smile on his face too.

"Oh gee! Yeah, you are nice too. So what do you wanna do now?" Kenny shrugged and peeked out of the room again. "I wanna paint!" He stated and took Butters hand again. They sneaked down the corridor, Butters following closely behind his new found friend.

Butters thought the room they entered was amazing. There were painted dragons and fairy tale creatures on the walls. He gasped and stared in awe. "You are coming?" Kenny asked. Butters tore his eyes off the pretty paintings and followed his friend.

He sat down by a little table and waited while Kenny found some pain, brushes, paper and a glass of water. It was all quiet in there as they took on brush each and started painting.

Butters wasn't very good at it, but he was very satisfied with his Hello Kitty. He loved Hello Kitty she was so pretty.

"Oh good day chaps can I paint too?" A voice asked.

"Sure thing!" Kenny said. A little boy with blonde hair and cap sat down by their table and grabbed a brush. He eyed Butters up and down before he smiled. "Hi mate, I'm Pip!" Butters smiled shyly. "I'm Butters." He replied politely. The British boy hummed happily as he painted.

The tree boys sat quietly just enjoying the silence when girly screams made them jump into the air. Pip and Kenny glanced at each other, both looking scared. Butters didn't understand what was going on. Where they afraid of some girls?

"We have to hide!" Both boys squealed and dragged Butters along into another room before the girls found them. "But my painting!" Butters protested and attempted to go back. Pip refused to let him go and held his hand firmly. "They are crazy, Butters! If they catch you they will make you play with their dolls and have tea parties!" He said with fear in his voice. "Oh… Okay I guess I can get my picture later." Butters didn't mention that he wouldn't mind playing with the dolls or having a nice tea party.

"Is it really safe here?" Butters felt uncomfortable like this. The three boys were hiding inside a locker, being pressed close together. "Yeah, we always hide in here and they have never found us before." Butters stayed silent, wishing that he could come out soon. He hated being in small rooms like inside this locker. It always scared him, making him think that he would be locked in forever, almost like he would be grounded to the small room.

They could hear footsteps enter the room, and they held their breath. "You think they're in here, Estella?" A girlish voice asked. "I don't know lets check the lockers!" Another girl stated. The tree boys panicked when the footsteps came closer. "They're gonna find us." Kenny whispered. Suddenly the girls started screaming, and they could hear them run away.

The door was opened and Butters looked straight into the familiar face of the boy named Eric. "You can come out now, I chased them away." He said. The three boys crawled out and lay on the floor. "Thanks Cartman." Kenny sighed. The fat boy nodded and pulled him to his feet. "No problem Kenny." He looked at Butters and frowned. "Who's this fag?" He demanded to know. "Oh hamburgers! I'm Butters." He stuttered nervously as he stood up again.

Eric grinned and slapped the back of his head. A pout slipped across Butters face as he rubbed his head. "Why did you do that?" He said angrily.

"Cause I wanted to." Butters glared at him for a second before he smiled.

"It's lunch time, the old bitch told me to go get you." Cartman said and dragged them along. When they entered the room, all the other kids were sitting by a long table, their lunch in front of them.

Butters ran into the wardrobe and fumbled around in his backpack to find his own food. With a happy smile he sat down beside his friends. There was a girl sitting beside Kenny and he looked like he wanted to disappear right away. She was wearing a red coat, her hair was blonde. Butters thought she looked weird.

"Wanna switch lunch?" Eric asked. Butters looked down at his food his mom had made him slices of bread with scrambled eggs. He bit his lip and looked at Eric who had a hopeful look on his face. "No but we can share?" Eric nodded and waited while Butters handed him one of the slices. The teacher sighed and looked at Eric.

"No eating before we have sung out song you know that Eric!" She said strictly. Cartman pouted and gave her the finger when she wasn't looking.

Butters didn't recognize the song they sang but he tired his best to join in. After they finished all the kids cheered and eagerly started eating. Eric seemed pretty happy with the fact that he got to share lunch with Butter. Kenny couldn't get away from Bebe she was stuck to his arm as she chattered about how cute he would look in a pink dress. Kenny frowned, but said nothing in return.