Butters watched the older blond travel down his torso. He whimpered and bit back a moan as Kenny's lips found their way to a perky, pink bud. Kenny's fingers groped at the other nipple as if searching for a breast. Butters leaned back fully onto the bed and covered his mouth, effectively muffling any sound that may escape.

Kenny silently congratulated himself for finding one of Butter's more sensitive areas. The nipple in his mouth became stiffer as Butters blinked dizzily.

"K- Ken… Please, more…" He begged eagerly.

Kenny released the nipple and let his eyes travel down Butter's body. His pale skin was radiating a heat that seemed foreign to Kenny, as this was the first time they've gone this far. Butters lay before him in an uncharacteristically desperate manner. His legs draped around him and his needy expression nearly sent Kenny over the edge.

Butters swallowed thickly as he heard the familiar sound of Kenny's jean zipper become undone. His arms felt like putty, but he managed to tug down his own pants and toss them off of the bed. Butters was greeted to the sight of Kenny sitting in front of him, naked.

"Hey, can you blow me a little? I didn't think to bring lube." Kenny admitted and gave his cock a few half-hearted strokes.

Butters gulped but slowly nodded. He hesitantly moved his body closer to Kenny's and leaned down. His trembling fingers wrapped around Kenny's length and tried to interpret his size. Butters had never done this before and was cautious, to say the least. Kenny watched the smaller blond silently, which only added to the pressure.

Butters licked his lips and slowly leaned to Kenny's cock. His lips pressed against Kenny's tip gently. Kenny leaned back onto his elbows and watched Butters work. The smaller blond gave a few small cautious licks before letting his mouth take over. He took the head into his mouth and swirled his tongue around the skin.

Kenny grunted quietly and shut his eyes. Butters experimented on the head of Kenny's cock before taking more into his mouth. Occasionally, he would whimper quietly but was muffled against Kenny's manhood. It was his first time giving someone pleasure using only his mouth, but Butters soon found an attraction to it. The salty taste of it on his tongue combined with Kenny's occasional grunts resulted in a fascination on Butters' part. He took more inches into his mouth until he couldn't breathe and pulled it out. Butters trailed his tongue along the veins that ribboned under the skin of Kenny's cock. He slurped up the length before swallowing more of it past his lips. Kenny moved his head back and grunted from the sensation. His fingers knead into Butters' hair and pushed his head closer. His cock was forced into the back of Butters' throat, and Butters gagged against it. Kenny ignored Butters' sounds of protest for a few moments before finally releasing him. Butters pulled it out of his mouth and coughed, trying to catch his breath between sputters.

He finally looked up at Kenny with a desperate expression, saliva trailing down the corner of his lips.

"Please, I want you to fuck me…" Butters drooled needily and leaned back onto the bed. He draped his legs around Kenny and looked up at the blond desperately.

Kenny's eyes widened at the sight of Butters being so slutty. The blond didn't hesitate to climb on top of him, however, and smirked.

"I'll wanna see those pretty lips of yours scream my name." He whispered and moved his face to press against Butters' neck. Butters gave a quiet gasp as Kenny sucked and bit on the pale skin, and in response spread his legs apart.

Kenny made work of pulling off Butters' underwear as he hungrily kissed his neck. The smaller blond could only moan and grip the back of Kenny's jacket as he ground against his ass. He loved the heat that Kenny brought to his body, it was electricity under his skin at each touch. Kenny lifted Butters' hips and slipped his underwear off. He tossed it to the side and examined the body before him. His eyes trailed along Butters' skin and he licked his lips. Butters laid before him, sprawled out and letting his chest rise and fall from the stuffy air.

Kenny moved his hands down Butters' thighs and without hesitation, pushed the head of his cock against Butters' hole. Butters shuddered at the prodding and watched Kenny at work. He was nervous about losing his virginity but trusted Kenny enough to not hurt him.

At least, not too much.

Kenny angled his cock and began pushing it inside. Butters cringed but managed to stay quiet as Kenny poked the head inside. It was an odd feeling to have someone intrude his butt, but Butters moved his hand forward to hold onto Kenny's arm. As Kenny pushed himself in about halfway, he let out soft groans. It was hard to hold himself back but he didn't want to hurt Butters.