If there are some grammar/spelling mistakes in this I apologize, I actually wrote this at 3 in the morning, I'm still unsure how my brain was still functioning at that time...meh we got a new story out of it didn't we? Well, I hope you like it and if you find anything at all wrong with it let me know, I won't be mad if you tell me it sucks trust me.

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When I was a kid I had the best friends anyone could ever ask for and being as naïve as I was I believed everything would stay the way it was. Contrary to my thoughts as we grew up we also grew apart. Once we hit middle school cracks began to form and grow between us all. We managed to stay friends though, at least for a little while. After an incident where we all got caught drinking at a party Kyle's parents decided South Park wasn't a suitable town for their children, what they didn't know is that Kyle was the one who got a fake I.D. and brought the beers.

We all watched the moving truck take our friend from us, expecting to keep in contact and still stay as close as we'd always been. This didn't happen of course, after only a month we all sort of gave up. It was too hard; our parents were unwilling to drive hours just for us to see each other and it's nearly impossible to keep any sort of relationship going merely through text. After Kyle left, the loose strands of our groups' friendship snapped and we pulled apart without even realizing it.

Cartman must have only stuck around because of Kyle, they never acted like it, but they were close friends. Even with their constant bickering they still had a bond strong enough to keep Cartman around even though he wasn't necessarily friends with anyone but Kyle. Butters had been part of our group for a while but when Cartman split off he did the same shortly after. Ever since middle school that kid followed Cartman around like a lost puppy taking the abuse with a smile on his face as if it didn't affect him at all. The other kids in school disliked us just as much as they always had; nothing changed that, so this left me with only Kenny.

Kenny's hard to describe, he's reckless, doesn't care about his own health, he's constantly doing one thing or another to get himself hurt, and even killed, but he always comes back somehow. People used to accuse him of sleeping with every kid in the school, they also made fun of him for random other reasons, the main one being his families status as one of the poorest families in town, but after entering high school they have given up on making his life miserable and started ignoring him completely. He's altogether the unluckiest person I've ever met, but he's the best friend I've got.

Kenny laughs at everything, whether a joke's funny or not Kenny can be counted on as the one person who laughs, he just seems to find humor in even the most serious of situations. He's almost constantly smiling at something, even if it's completely inappropriate to smile at the time; he just has no problem showing the world how he feels, or so I thought. He always smiled and laughed so much, why would anyone think he wasn't happy? I for one never thought much about whether he was really happy or not. But the other night, as I sat up in bed watching helplessly as my friend cried over something (I didn't even know what) I couldn't help but feel I did something wrong, I should have paid more attention to him, maybe if I had he wouldn't have had what appeared to be a mental breakdown.

I thought we'd been having a good time, he was staying over my house for the entire weekend, and the past 7 hours had been nothing but video games and scary movies. Around 1 in the morning we layed down in my bed to get a bit of sleep, but sometime during our late-night conversation Kenny started giving short one or two word answers and with every word he muttered his voice cracked and became more of a whisper. Right away I knew something was wrong, but I wasn't sure what was going on or what to do.

"Are you crying?" I asked rolling over to face the back of his head that I could barely see in the dark.

"Just ignore me; I'm fine." I prop myself up on my elbow and look at my best friend.

"Then why are you crying?"

"I don't know." That's impossible, he has to know, people don't just cry without a reason.

"Did I say or do-?"

"It has nothing to do with you." He cut me off before I could finish asking.

"Did somebody else do something to upset you?"

"I guess you could say that. I don't know, you just won't understand." It sounded like he was having trouble speaking through his quiet sobs, all I could think was: what am I supposed to do?

"Well if you try to explain then maybe I will, but if you don't then there's no way for me to understand." I just needed to figure out what was upsetting him; then maybe I could make him feel better. Kenny turned over and layed on his back, if only the light was on I would have been able to see his face, but I was too afraid to move in case that should set off some strange emotion in his mind.

"I just…" he paused obviously trying to compose himself before continuing. "Stan? Why couldn't life stay like it was when we were kids? Why…why did everything have to turn out like this?" I could hear the tears in his voice; they travelled down his cheeks glittering in the small amount of moonlight that shone through the window above my bed. In my mind I ran over the different things he could mean as he continued crying quietly next to me. He could easily mean Kyle moving away, our friends leaving us, something could have happened in his family, about a million different scenarios were possible but I had no idea which one he meant, so I did the only thing I could think to do: I plain out asked him what he meant.

"Why do all the good things in life have to change and disappear? Why does growing up have to be like this? I'm scared Stan, I can't take care of myself, I mean it's not like my parents really took care of me, but… I don't know. What am I supposed to do? I can't afford college, so I'll never get a good job, which means I'll end up like my parents, just like everyone expects." Every word that fell from his mouth was laced with heavy emotion, that sadness and worry that filled his words clenched at my heart and only increased my worrying for my friend.

"What do you mean by, 'like everyone expects?'" I'm not sure why, but this was what stuck out to me the most. Who ever talked about him becoming like his parents, more so who truly knew what his parents were like behind closed doors? Very few people, basically only me and Kyle ever heard some of the things Kenny's parents put him through and neither of us ever told a soul, so how could anyone claim that Kenny would turn out like his parents?

"You haven't heard the way adults talk about me?" I could feel him staring at me; even though his eyes looked like empty black pits in the darkness, I just knew he was watching me. I have heard people talking about him, but never adults, I only ever heard kids at school exchanging gossip that sometimes included him, nothing to cry over. "They always expected me to mess up, to be just like my parents. I never really had a choice in any of the stupid decisions I've made, screwing up my life is just something that couldn't be prevented I guess."

"Kenny…I'll admit you've made some pretty stupid decisions, but you haven't completely messed up your life. And don't listen to what people say you're nothing like your parents."

"Yes I am. I'm just like they were at this age; actually, I think I'm worse." He said without a moment's hesitation, it was almost as if he knew what I was going to say. I opened my mouth to protest, to tell him he was wrong, but angry words interrupted me, "Don't you even try to disagree, you know it's true. All the stupid things I do…I don't really want to do any of that stuff, people just expect me to and I feel…I feel obligated to live up to their expectations. But, it doesn't matter why I do the things that I do, the fact is that I do smoke and drink and all the stupid shit that normal parents steer their kids away from. Of course, I don't have normal parents, hell, I don't even think my parents should be considered parents at all! I mean, Karen's only 8 years old and they never take care of her, when she's not a friend's house I usually take care of her since my parents have absolutely no parenting skills whatsoever!" Kenny ranted, gaining an angry edge to his strained voice. "I'm just sick of all their shit, if it wasn't for Karen I would've left already, but I can't leave her alone with them. I guess I'm not a very good influence on her either, but who else is there to protect her from our parents? She'd probably be better off without me but…I never stay dead so there isn't much I can do about that. I bet everyone in South Park would be better off without me, it's not like I do anything useful."

That's when I reached over Kenny and switched the lamp on, when I pulled back I studied his tear stained face. He looked away and attempted to wipe away the tears but they kept coming. I felt a tightening sensation grip my stomach as I watched him try to hide his emotions but they shone plainly on his face, the very person he was, was breaking, tumbling to pieces before my eyes, and I could do nothing, only watch and try to help him put the pieces back together again. Watching the new tears pour from his eyes nearly made me cry along with him, but I couldn't, I had to help him somehow and crying wouldn't solve anything.

"Kenny." I spoke his name softly, like I was afraid that I could break him even more just by saying his name. I didn't know what to say, I closed my mouth again and he moved his cerulean gaze from the wall to me, almost begging me to help him. Gently placing a hand on his cheek I wiped away some of the tears that were staining his cheeks a bright red. I searched through my mind for anything comforting to say, but came up with nothing, what was there to say? "Don't do that to yourself." I didn't plan on saying that, the words just came out on their own, I wouldn't have known I even said anything if I hadn't heard my own voice. I kept talking though, having no idea what I was saying until after I had already said it. "Don't start pointing out your flaws; you never seem to see the good things about yourself."

"What good things?" He asked exasperatedly, stopping me before I could say anything else. "I bet you can't name three good things about me." He honestly seemed to believe this was true.

"That's too easy…" I stated as he watched me intently with an unrecognizable look in his eyes. "Well, I've always loved how you enjoy the little things in life, how it's usually so easy to make you smile or laugh, and you can find humor in even the worst of situations. Not only do you smile a lot yourself, but you always make other people smile, your laughter just seems contagious at times." I paused to contemplate what else to say, sure I could think of a million good things about Kenny, but it's not so easy putting my thoughts into words.

"Ok, so there's one good thing about me."

"And you're not afraid to just be yourself. You know I hate it when people act the way they think other people want to act, but you…you are always 100% Kenny McCormick, and that's just the way I like you, exactly the way you are." his eyes flickered away from my face momentarily as he seemed to be considering this. "My favorite thing about you though, has to be how you always seem to be putting others in front of yourself. Like Karen, you easily could have left home by now but you stayed behind to protect her." He opened his mouth to protest but I didn't give him enough time to utter a single word. "And I know you try to hide some of the stupid things you do from me so I won't worry, but I always find out anyway."

His eyes widened in surprise. "How?"

"I have my ways." I stated simply. He accepted this as the only answer he was going to get and moved his eyes away from mine to look out the window.

"But why did everything have to change? Why'd it have to get complicated? I wish we could be kids again." He whispered quietly while I wiped away the remainder of the tears on his face.

I paused in my task to momentarily study his features. "Everyone grows up Ken. It's just harder on some than it is on others. But remember I'm right here for you, and even when my parents decide to lock the door and say you can't come over, my window will be open if you really need to talk."

He nodded slowly and I felt our conversation coming to an end. I still had questions that I wanted to ask him, but decided not to press the matter, he seemed to be feeling better and I didn't want to ruin it. "Maybe some other time, but for now can we just sleep?"

I smiled softly and turned off the light. Before laying back down I placed a light kiss on his forehead and whispering, "I'll be right here if you need anything else." Once again I couldn't see it, the darkness had consumed us once again, but I swear, in the small amount of light coming from the moon, I could see a small twitch of a smile form on his lips.