A/N: This idea has been in my head for a long time now. I'm trying to go against typical Style.

Stan Marsh lay awake in his bed, staring at the ceiling. He sighed to himself, insomnia not letting up at all. His mind wandered, skipping off to thought about school, football, friends, and, of course, Kyle. "Now, Don't get me wrong," he said to nobody, "I know I'm gay and I know I'm in love with Kyle. I just don't know what to do about it, that's all." He closed his eyes, an image of his super best friend and long-time crush forming in the eye of his wandering mind. Curly scarlet hair, pale, slightly freckled skin and beautiful ocean-green eyes…

He opened his eyes, trying to force the image away. "Fuck," he cursed under his breath. "I have to get this off my chest." Taking deep breaths, he reached across the bedside table to his phone and dialed the number of his other best friend, Kenny. He listened as the ringing noise repeated itself once, twice, three times, four times…

Before the fifth ring, Kenny picked up the phone. "Hello?" The muffled voice sounded over the phone. "Hey," Stan greeted, waving his hand to try and make the image of Kyle next to him disappear.

"Why are you calling so late?" Kenny asked. Stan licked his lips, taking a deep breath. He heard some loud music playing on Kenny's end and wondered what mix it was tonight. "Can't sleep," he answered hesitantly. "And… well, you never sleep, so I thought it'd be okay to call."

"Ah, yeah, true, true," Kenny said distractedly. Stan heard as he turned the music down a few decibels. "So, wanna talk about something?" he asked. Stan fidgeted on his end. He had already told Kenny he liked guys, but had never said anything about Kyle. He felt kind of bad about telling the blonde his orientation before his super best friend. It wasn't so bad, though, because Kenny promised to keep it a secret and totally understood. Kenny had also conveyed to Stan that he swung both ways, but, like Stan, was too shy to come out and say that. If it wasn't for Cartman they'd have both come out long ago.

Stan shrugged. "Got nothin' to talk about, really," he said casually. "Just…"

"Hold that thought," Kenny said. "You're still awake at this time?"

"Uh… yeah," Stan answered, completely caught off-guard by Kenny's question. "I've kinda been… uh… I just can't sleep."

"Having romantic fantasies about a certain Jewish boy?" Kenny asked. Stan blushed heavily, wondering how the Hell Kenny knew. "What?!"

"It's so obvious," the mind-reading Kenny said. "I mean, the way you'll stare at him with that look in your eyes, the way you'll blush when he pats your back or touches you, the sighs and when your…"

"Okay, Kenny, I get it!" Stan said, pinching the bridge of his nose. Who knew it was so obvious? He thought. Then he began to fret about Kyle knowing…

"Relax," Kenny said. "It's okay. He'll understand."

"You think?"

Kenny shrugged on his end. "Probably. I mean, he wouldn't stop being your friend over something like this," he said. "Who knows? He might even feel the same way." Stan sighed again. "If you say so, Kenny."

--

Stan had had a crush on Kyle since they were about fourteen years old. He didn't know why he felt that way, or when exactly it happened; one day he just looked at Kyle and felt something click. He had felt like he wanted to kiss Kyle. He had felt distressed for weeks after that and every time Kyle tried to talk to him, he would attempt to get away from him for fear of bursting out and confessing that he had a man crush on his best friend.

That would have been fun.

Instead, he talked to Kenny about it and learned how to cope with those kinds of feelings. He put them under control for the most part, and was able to talk to Kyle again without so much as a stutter. He couldn't really tell if he was blushing or not, though, and that's what worried him. It was at those times he wished he had Kenny's old coat.

Still, he managed to slip through the days and carry these feelings for over two years. His heart would flutter every time he saw Kyle's beautiful green orbs stare into his; when he'd lay his hand on Stan's shoulder and say "Good job" for nothing in particular. Stan would live for those moments alone.

As the final bell rang for the day, Stan, Kyle, and Kenny all went to their lockers. "We have to finish our Lit. Assignment," Kyle said. "How about we do it at Stan's house today?"

Kenny groaned. "But Kyle, we have all weekend," he argued. Kyle smirked, replying with a simple, "But Cartman is sick today. Today's the only day we can do it without him being there to slow us down and annoy us to death." The use of the word death was probably what got Kenny to agree on their study time. "Fine," he said. "Let's go…"

Ten minutes later they arrived at Stan's house, laid their supplies out and sat down on the couch, just staring. "Well?" Kenny asked. "Who wants to get up and start?"

There was no response. The boys just sighed in unison and decided to get something to eat. Kenny got up to go dig out a bag of Cheezy Poofs in the cupboard, leaving Stan and Kyle alone to sprawl out on the floor and take some notes and prepare their project. "This is so pointless," Kyle said. "When will we ever use this stuff?"

Stan shrugged. "I dunno," he replied. He could feel himself start to sweat. Bad sign. He so completely wanted to tell Kyle, right here right now…

"Dude, I have to tell you something," he blurted out. Taken aback by his own outburst, he flinched. What the hell did I just say?! He screamed in his mind. Oh, fuck, I've done it now.

"Huh?" Kyle asked, turning to face his best friend. "What is it?"

"Oh… um… heh, heh, it's… nothing!" Stan stuttered. His plan to stall wasn't working at all. Thankfully, Kenny came in at just the right moment. "Here're the Cheezy Poofs. I kinda already…" he didn't finish his sentence, looking down at the two boys that were currently trapped in an awkward silence. "Oh," he said. "What's going on?"

"Stan wants to tell me something," Kyle said as Stan flushed. "Ah… y-yeah, I guess I do…" he stuttered again. He swallowed hard. "So? Spit it out!" Kyle snapped. Kenny blinked in disbelief. He couldn't believe Stan was actually going to confess…

"I have to go to the bathroom," he said with a smirk, winking at Stan as if to say 'Go get him, Stan. Good Luck!' He exited quietly, leaving Stan to his mess of thoughts and Kyle's curiosity. "Well?" Said Jewish boy asked. Stan took a deep breath. "Well, uh… umm… you see, Kyle, I think I… kind of like guys."

"As in…?"

"As in… I'm gay. Homosexual," he said awkwardly. He gave a small cough, waiting for Kyle's reply. "So? It's okay if You're gay, Stan. I don't really care." Stan shook his head and pinched the bridge of his nose. "You don't get it," he said. "I mean… I think I like you."

"Huh? I like you too, Stan. You're my best friend. Why are you acting so strangely?" Kyle asked. He really didn't understand what Stan was saying to him. The blue-eyed boy sighed once more and said, "No. Kyle, I like you."

"I know. I like you too!" Kyle said, becoming increasingly confused. Growling at himself, Stan lunged at his secret crush and planted a messy kiss right on Kyle's lips. All together it was unorganized, rash, unexpected, sloppy, and perfect.

Except Kyle pushed him away.

"Dude!" he exclaimed. "What the fuck?"

"I told you, Kyle. I like you," Stan said in a controlled voice. He thought he sounded more clam than he felt, but a sinking feeling was still forming in his stomach. Kyle shook his head. "Oh… it's okay," he said. "I'm sorry, but I just… don't… feel the same way about you." He said lamely. Stan nodded. That was all he had to hear. Nothing broke, he wasn't upset, he just felt kind of numb and neutral. "Okay," he said. "Thanks."

"No worries, dude," Kyle said. "Let's just finish the assignment."

And that was it. Nothing between them was awkward (at least on Kyle's part), they finished the assignment, threw Cheezy Poofs at each other, and Kenny kept talking about sex. Overall it wasn't a horrible day for Stan.

That night he lay awake in bed, staring at the ceiling once again. He had cried hours after the experience and everyone had gone home, and sulked about it for about an hour, but didn't really do much else. For some reason, he felt okay with the whole situation. Even if Kyle didn't love him the way he loved Kyle, they were still best friends and could trust each other.

Suddenly the phone started to ring. Stan picked it up, waiting for a voice to come through. "Stan?" Kenny asked. "You there?"

"Yeah, it's me," Stan replied. "What's up?"

"I called to ask you the same thing. How did it go? Did you tell Kyle? What did he say? Did you two fuck yet?" He asked excitedly. Stan laughed hollowly, saying, "Yeah, I told him. He didn't get it at first, so I kissed him… and…" He stopped taking a deep breath. "He pushed me away and told me he didn't feel the same."

"Oh… I'm sorry," Kenny said. "Hey, open your door, okay?" he said. Stan shrugged to himself, doing as Kenny asked and allowing the blonde to come in. "Hey," he said, pressing the button to cut off the connection on the phone. Kenny did the same. "Hey," he returned. "Sorry about… you know…"

"It's fine," Stan said, leading Kenny up to his bedroom. "I'm not too upset about it. Actually, I feel kind of relieved. No more secret, no more stress… and he's cool with it. I'm fine."

Kenny nodded. "Okay," he said, wrapping his arms around Stan's shoulder in a hug. "But if you ever need someone, I'm here for you. I'll be your fallback plan," he said. Stan smiled. "Okay," he said. Kenny leaned down and brushed Stan's lips with his own.

--

Since confessing his orientation and feelings to Kyle, Stan had decided it was about time he came out of the closet and told people he was gay. Nobody really reacted much (except Wendy, but hey, they used to date), and instead congratulated him. After a few months he started seeing some other guys (well… Kenny) and got into a steady relationship. Cartman still called them fags and teased them, but Stan didn't mind.

He knew he could always just threaten to makeout with Cartman and/or have a threesome with Kenny. It always shut him up.

A/N: It didn't turn out the way I wanted, since I dropped some parts I had planned out in my head, but I think it went well. Those parts were basically just useless banter. Please review and tell me why you like/hate it. I love reviews. :3