Hey guys. Thanks for your suggestions for names, there are some great names you guys been giving me. Anyway, I hope you enjoy this Chapter. Its a bit longer then the last one so... ENJOY!

Nino shut his bedroom door behind him, a sighing.

"You ok back there little dude?" Nino pulled his backpack off and Nooroo phased through it, holding a candy in his and pulled the wrapping off. Nooroo shrugged.

"It fine, I still have the candy you brought for me this morning. Through I am bit more tired after your first transformation than my other butterflies first."

"Why's that?" Nino pulled his homework out and dropped it on his desk, Nooroo floated over to his books and sat down as his wielder sat on his chair.

"They often didn't have a roof fall on them." Nooroo said good-mannerly, though Nino winced. "It's not a problem that you jumped into the fray Nino. Sure, it's a bit more tiring for the Butterfly then the Cat to get into a fight. But it's doable."

"Is there a reason why its more tiring for us then for Chat?" Nino asked. Nooroo smiled, bitting into his candy.

"You're curious today. Enjoyed your little transformation?"

Nino chuckled, smiling down at the Kwami. "Kinda… it felt nice to make a champion, a real champion, after all the Akumatized victims Hawkmoths made. And, to help Ladybug and Chat Noir, it was fun… even if they thought I was Hawkmoth." Nino said, sighing as his shoulders dropped. Nooroo smiled and floated to his shoulder, patting it.

"Don't worry, we'll take one problem at a time, Nino. The reason the Cat is more durable in the heat of battle is because he's a force of destruction. While butterflies in general are more frail, they're more a supporter then a fighting force. Though, some of my butterflies have fought in battles, using their speed and agility over strength."

Nino hummed, pulling his phone out and opened Alya's blog, pressing play for today's fight. "So the Cat is destruction, and Ladybug is creation, right?" Nino glanced at Nooroo. "Then what's the butterfly?"

Nooroo smiled, gesturing to the video as Madam Buster blasted out of her classroom. "Change and Inspiration. We inspire people around us to make change in their lives, their surroundings or to history. That is what the butterfly does, inspiration." Nooroo finished, causing a soft smile to grow on Nino's face.

"I never imagined myself to inspire anyone."

"That's the thing about inspiration, Nino. It can come from the smallest thing, like friendships or simply being a good person, to creating superheroes with the help of butterflies. You were already inspiring people around you before you got me. You were creating inspiring music, which I love by the way…" Nooroo whispered to him, winking. "To inspiring your friends, like Adrien."

Nino smiled and pulled his chair closer to his desk, pulling the paper's out as Nooroo floated back to the books. Sighing, he pushed his glasses back up and placed his phone onto the table. Clicking through his apps, Nino pressed his music app and selected his own Mixs. Nodding with music, Nino turned to his homework, Nooroo smiling at the music, his wings twitching with it.

Several songs in, Nino pulled back and rubbed his eyes. Nooroo glanced towards him from where he was at the window before he turned back and glanced outside. Sighing, Nino shuffled his paper's together and stood up, picking up his phone and shut app down. His eyes slipped down to his wrist band, his Miraculous a simple silver brooch attached to his dark band. Opening it, Nino stared at the photo of his friends.

"Hey Nooroo, why is there a photo of me and the others in here?" Nooroo flew around towards him, and hovered over his wrist, his paw pressing against the jewel.

"It is because they're your fondest memory, the people you love most. Unlike most Miraculous, the Butterfly Brooch is more emotional based and it can tap into its holder's emotions and memories, showing you people you love or to a memory you hold onto. I once had a butterfly who was able to use his emotions to strengthen his own butterfly's physical strength and protect a village from danger." Nino held the brooch higher into the light, wearing a light frown.

"So, I can control the butterflies that it creates?" Nino asked, focusing on the brooch. A butterfly seeped out of it as he started. "Huh, that was easy."
"All you have to do is think it and they'll form into whatever you're thinking. Hawkmoth did something similar during Stoneheart's attack, though he didn't create anything as good as my other Butterflies."

"Can I make my butterfly's stronger too, like that other butterfly you had?" Nino thought, mentaly commanding more butterflies to come out of the miraculous. A swam of butterflies rushed out, the room turning into a white void, the butterflies wings shifting breaking the illusion of a pure white void. Nino turned around in wonder, his glasses reflecting the light from the butterflies.

"Maybe, every butterfly is different to each other." The Kwami swirled around him, grinning at the butterflies all around them.

Nino chuckled, glancing at the brooch. "Think it huh?" Shutting his eyes, he focused on a image, seeing it inside his head. He felt the butterflies around him shift and move around him as they formed together. Opening his eyes, he found himself back in his room, Alya staring at him across the room. Yelping Nino crashed into his desk, Alya winking at him.

"Hi-ya, Nino."

"Alya! What, how?" Nino stuttered as Nooroo paused before rushing towards Alya, who smiled up at him.

"Not bad, Nino." Nooroo said, nodding. Alya lifted an hand out to the butterfly Kwami, who accepted the offer and landed, patting the hand. "It's a good memory."

"I am I doing this? What am I doing?" Nino stared at her, who grinned back.

Alya whole being shifted as Nooroo explained. "The butterflies are creating Alya from your memories, creating a copy of her from they see from your memories. That's all it is. Memories and emotions." Alya face shifted into a young Marinette, grinning up at him. Nino paused and then chuckled.

"I see you're wearing that skirt you made. I remember it. I dig it." Marinette giggled.

"You're still wearing that stupid hat." Nino eyebrow rose, glancing at his hat he set down on his desk.

"Huh? You did call it stupid, didn't you?" Nino grinned, Nooroo watching him cautiously.

"Careful Nino, she's not real. They may seem real, but they're not. The last butterfly who was able to do this met her dead husband a dozen time before she became seriously sick."

Nino glanced at him, nodding. "Alright, don't take this to seriously then." He breathed in, clearing his mind. Marinette stood up and butterflies shifted, her body turning into a frenzy of moving wings before settling, forming a purple and white figure. Nino blinked, surprised.

"Dude… Do I really look like that?" Nino pointed towards himself and stepped forward, his hands skimming over his butterfly suit. The teenager in the suit grinned at him, fixing his white glove with a smirk, the miraculous on the butterfly's wrist gleaming.

"I know… I look cool."

Nino chuckled, nodding. "Damn right we do. Do you have your own thoughts or…"

"No, it doesn't." Nooroo flew to it shoulder as it stood straighter. "Like I said, its just memories. Anything you remember or don't, it acts like it. For example, if you had them form a fox, the butterflies will act like how you remember a fox would act."

"So, its sort of like an illusion?" Nino poked it, the butterflies around its shoulder shifted as his finger passed through it.

"It'll just act like you unless you take control of it mentally."

Nino frowned before smirking. "Oh, this is going to be useful."

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