"If you haven't had a blowjob before senior year, they'll fail you," Cartman insisted. He looked around at the group. Stan confidently smiled. Kyle rolled his eyes. Kenny let out a cheer and Butters stood wide-eyed and conflicted.

"Wh-what's a blow job?" Butters stammered. Cartman laughed and all the other guys looked at him at a loss.

"You put your penis in a chick's mouth dumbass!" Cartman shouted.

"Why would I want that?" Butters asked.

"Because it feels good dude," Stan said.

"And you won't graduate!" Cartman repeated menacingly.

"That's not true fatass!" Kyle protested. Cartman and Kyle walked away arguing relentlessly with Stan trailing behind.

Butters and Kenny remained. Butters eyes were welling up with tears. "Oh, I don't think I'm ready for a girl to touch my penis!" He fretted. Kenny put his hand on his shoulder and tried to comfort the boy. "I'm going to get grounded for sure."

Kenny pulled down his hood and turned to the other boy. Butters startled at the deep blue of his eyes and his shaggy unkempt hair rumpled by his hood. "I know a place that you can get one," Kenny smiled reassuringly.

Outside of TGIF's Butter stuttered "Wh-what are we doing here?"

Kenny grinned mischievously. "Getting you some much needed experience." Instead of heading into the restaurant, Kenny grabbed Butters' hand and dragged him into the alley behind the restaurant.

"We-well nothing is here," Butters observed. Kenny sighed and took out a cigarette. He knew the girls who hung out here well and knew that eventually one of them would appear. Butters gasped, "I can't believe you're smoking Kenny!" Kenny pushed up his hood again to muffle his annoyed sighs.

Butters stood next to the boy anxiously, peering around the corner every so often. After finishing his cigarette, Kenny became impatient. "Well, I guess this will have to do," Kenny stated matter of fact. He had experimented extensively with women. He loved tits and enjoyed eating girls out. However, his sexual appetite never seemed to be satisfied. He assumed he truly was a sex addict and that was fine with him. Kenny looked at the other boy with hesitation, his pale hair and eyes filled with fear, and Kenny's heart softened at his innocence. Kenny moved towards him until his hood was framing Butters' face. He could feel heat and hear the thrumming of Butters' heart. He entwined his hand with one of Butters' and pulled the boy close by the waist. The widening of Butters eyes made his own heart speed up, a sensation he hadn't experienced in a long time. Kenny shook off his hood and leaned down to kiss Butters on the top of his head.

Butters looked into the eyes of a boy mysterious to everyone. There was a glint sparkling deep inside those blue pools that put a lump in Butters throat. He felt warmth and tingling he had never felt as Kenny pulled him close. The soft kiss on his forehead caused him to blush. He had experienced little intimacy not laced with menace, threats, and dominance. As Kenny ran his hands down his back, a stirring in his crotch took him by surprise.

Kenny had never given a blowjob before but he had received enough to know what to do. He ran his arms down Butters back, stopping to play with the edge of his pants. He noticed the swell in Butters' jeans and smiled seductively. Butters' eyes grew glossy with desire. As Kenny lowered to his knees, he pressed his hands up under Butters' shirt then down to grasp his ass beneath his underwear. The sharp inhale of breath that greeted his advance made him chuckle. He undid Butter's pants quickly and his dick popped out as Kenny slid his pants below his sharp hips. A little pearl of pre-cum glittered on his penis.

Butters glanced down in fear and excitement. "ooh," he exclaimed as Kenny removed his pants. The other boy stared up at him for a moment. Butters inhaled sharply at Kenny's wry but sweet smile. He shivered with cold and anticipation. He wasn't sure what was about to happen but his body showed him how much he wanted it.

"Is this alright?" Kenny mumbled, his lips lingering close to Butters' cock. Butters' nodded almost imperceptibly and Kenny felt him trembling. Kenny licked the tip of Butters' dick circling it slowly and softly. He moved one hand to the shaft and massaged it firmly, his fingertips rubbing the smooth porcelain flesh. Butters moaned softly. His innocent gasps sent shivers down Kenny's spine as he slowly pressed his mouth farther along his penis. Kenny began to suck, lightly at first, then with a fury he usually reserved for kissing. His tongue smacked against Butters' shaft as he licked aggressively up and down.

Butters pressed his back harder against the wall to keep him steady. Still his knees slowly turned to jelly and he began to sink to the ground. He felt Kenny's arms grasping behind his legs to support him, slowly migrating to massage his ass. Butters let out a yelp mixed with surprise and pleasure. Kenny paused to look up into his eyes, Butters' penis still resting on his lips. His eyes smiled with a sharp stab of danger and Butters felt heat running from all the places Kenny touched to his cheeks.

Kenny challenged himself by attempting to take Butters entirely in his mouth. He was maybe half an inch to an inch away from engulfing it. Kenny peered up to Butters' face and relaxed his throat muscles. He coughed briefly as Butters eyes bulged from his head. He tried again and bridged the space pressing his lips against the soft place where Butters' balls bulged. He felt them trembling against his lips. He noticed the shaking spread throughout Butters' body and became acutely aware of the other boys gasping, whimpering moans. Kenny focused on the rise and fall of the other boy's voice to gauge the speed and intensity of his sucking. In and out, in and out. He sped up as he noticed Butters' eyes and face beginning to clench tighter.

Butters clenched his eyes and lost himself in fantasies he didn't know he had. He imagined the smoky, well-worn smell of Kenny's hoodie enclosing him in his arms. His head tingled where the boy so chastely kissed him and he wondered how the soft tongue massaging his penis might feel filling his mouth. How would Kenny taste? He wondered. Butters' generally feared the idea of someone touching him the way the other boy did now. He was still afraid, even in the heat of the moment but he also didn't want to stop the pleasure welling up inside him. The thoughts they triggered filled him with a comfort he never expected from vulnerably exposing himself.

Kenny felt a warmth as Butters' dick began to pulsate. A sweet, salty slime filled his mouth. "So that's what I taste like," He thought, his cheeks warming at the thought of his own orgasms. Butters' let out a uncontrolled, extended groan and he opened his eyes. Kenny observed the look of tired satisfaction that filled them and how it softened all the features of his face. Kenny wiped excess cum and spit from his lips.

As Butters opened his eyes, he felt a release unlike any other. The sensation reminded him of his nightly experiences with his creamy goo and he felt as safe as he did in those comforting dreams. He watched as Kenny cleaned up his lips. The shine of the leftover mess that lingered made Butters shiver. He realized his pants hung around his ankles, contributing to the cold he felt. As he pulled up his pants a shout snapped him out of the quiet moment. "Hey! What have I told you kids about messing around back here!" Shouted a rotund man in a garish striped uniform.

Kenny bounced up quickly and grabbed Butters hand as the boy struggled to re-do his belt. Kenny ran, dragging the flustered boy behind him. Butters used the hand that Kenny wasn't pulling to hold up his pants. They rushed down the street until they were heaving and panting but were certain the threat lay far behind them. After regaining his breathe, Kenny began to laugh loudly, unable to stop himself. Butters quickly re-buckled his belt and looked with wide-eyed surprise at the other boy doubled over in laughter. "Ooh-What exactly is funny?" Butters asked, voice tinged with fear.

Kenny clutched Butters to him with an adrenaline rushed impulse. He kissed him hard on the mouth and was greeted with fumbling, unsure lips. Butters settled into the kiss, letting the other boy's strong, practiced tongue slide into his mouth and intertwine with his own. He lost his breathe again quickly and broke away. "That was fun!" Kenny exclaimed. Butters blushed at the realization that Kenny still held him in his arms.

"Y-eeah," Butters stammered, struck by the smile spreading across Kenny's face. Butters buried himself into the orange hoodie, indulging the fantasy he had during the strange experience. Kenny smelled sweeter than Butters had expected. A pungent mix of sweat, smoke, and a hint of mint played at Butters nose, making him light-headed.

Kenny froze for a moment as Butters nuzzled him. He loosened his grip to cradle the boy more gently. His eyes widened with a fear Kenny hadn't known he had. All the girls he ran around with were business only, intimacy free connections. He hadn't cuddled since his middle school days, when cuddling was a prerequisite to pussy. He warmed to the feel of the small, frail boy against him. If he closed his eyes, it was almost like holding a girl.

"What are you queer-mos doing?" A sickeningly sweet voice familiar to them both called from down the street. The boys jumped quickly apart as Cartman, Kyle, and Stan joined them on the sidewalk. Kenny threw up his hood to hide his blush. He needed to play cool, keep it cool. Butters looked straight down at the ground, trying to stare a hole into which he could fall forever. His face was crimson and Kenny felt a stab of guilt. Perhaps he miscalculated in his aggressiveness. It wouldn't surprise him.

Kenny quietly took up his place at the back of the group while Cartman prattled to Butters about the newest plan he intended to recruit him for. "Selling fake phone numbers isn't going to work!" Stan protested.

Kyle fell behind with Kenny and dropped his voice to a whisper. "Where did you guys go? Why did you look like you were going to make-out?" Kyle asked with invested concern.

"Make-out!" Kenny guffawed quietly. He laughed one second too long. Kyle gave him a skeptical look. "I'm not really sure. I might have given Butters a blow-job," Kenny mumbled quickly and lowly, hoping Kyle wouldn't understand him. His hood was his best defense. Kyle looked conflicted and confused.

"Well, do you really think Butters was ready for that? I mean, Cartman was just being an asshole, you didn't have to push it like that," Kyle ranted, working through what he had learned as he went. Kenny sighed, guilt taking him over again. The bright red on Butters' face solidified Kyle's words for Kenny.

"Dude, just forget it, it's done," Kenny pleaded with a sulking tone to his voice.