A low-calorie low-fat butter-flavored topping composition and methods of preparation are disclosed. The topping composition exhibits overrun of between about 250%-350% and has a fat content of less than about 16% and a water content of more than about 50% water. In addition, the composition is preferably packaged in an aerosol container and stands up for at least 10 minutes at room temperature after being emitted from the aerosol container. Normal operation of the aerosol container allows removal of over 90% of the composition from the aerosol container.