I need this OT3 to become a thing, you guys don't understand.

Anywho, enjoy, reviews are nice and much appreciated! And I own nothing.


"I don't know, fellas. I'm starting to have second thoughts," Scott Malkinson says as he scoots back in the bed while Butters advances on him.

"Have you ever considered using less 'S's in your everyday speech, Scott?" Cartman asks nonchalantly as he sticks a plastic straw into a juice box and leaves it on his nightstand.

"What's the juice for?" Scott asks, turning to Cartman. Butters takes the opportunity to nuzzle his neck and nibble his ear.

"So you don't pass out on us, duh," Butters tells him. "We treat all our friends real good."

Butters kisses him and starts unbuttoning his shirt, kissing every inch of newly exposed skin along the way. Cartman slowly walks over to his desk and grabs his chair. He pulls it forward and sits in it backwards, his arms on the back so he can lean and watch better.

"God, I've wanted your freckled face for so long," Butters murmurs, kissing Scott's navel.

"You have?"

Cartman watches, and licks his lips as Butters takes off his shirt before unzipping Scott's pants. He's wanted this moment even more than Butters wanted Scott. Butters isn't particularly small, but compared to his bulky body, he's a nymph. Scott, however, is a tiny thing, at least a good five inches shorter than Butters. He has some meat on his bones, but it looks more like baby-fat than anything else, giving him a youthful appearance.

Butters has pulled off his pants and is back to kissing his neck, and Scott is clearly flustered now, with a pink hue coloring his cheeks. Cartman feels his pants tighten. Seeing Butters in complete control of Scott, he's sure he can cum on the sight alone.

Through their underwear, Butters rubs their erections together, drawing out moans and gasps from both of them.

"With or without?" Cartman asks suddenly and loudly.

The two on the bed stop what they're doing and turn to him. Cartman is holding up a condom between his pointer and middle finger.

"Oh, uh… Without?" Scott says, not sure if that's the correct answer or not. He's relieved when both smile, though, and Cartman puts the condom back in his pocket.

Butters giggles and moves down. He rolls Scott's underwear off and kneels between his legs.

"It's so cute!" Butters gushes, his hands on his cheeks as he looks at Scott's member.

"Uh—Thanks?"

Butters giggles and pokes it. A drop of pre-cum drips out. He gently pushes his finger between the foreskin and Scott moans and his legs trembles. He licks and sucks it slightly, but soon Butters sits up again and spreads Scott's thighs even further apart.

"Don't worry, I'll be gentle," Butters tells him, and on cue Cartman stands and hands him the lube. He's now standing beside the bed, his arms crossed and licking his lips.

Scott looks up at him. A whine is caught in his throat and his bottom lip starts to tremble. Cartman notices this and cups his face with his hand. He wipes his bottom lip with his finger and leans down to kiss him.

Butters is lubing himself up and starts to caress Scott's ass. He tries to gently pry a finger inside of Scott, and is surprised to see his finger slip in and out easily.

"Wow, Scott, it's like you were made for this or something," he says as he plunges three fingers into him.

Scott breaks his kiss with Cartman and turns to Butters. He doesn't know what to say, he just bites his lip and kisses Cartman some more.

Figuring Scott is more than ready, Butters doesn't hesitate to enter him. Scott gasps and grips tightly onto Cartman's hair.

"So fast!" He complains and grunts every time Butters thrusts.

Cartman grins. He finally takes off his clothes and turns Scott's head so he kisses his erection. Butters turns him so he's on his side now, but he doesn't break his movement. Scott looks up at Cartman and back down at his dick. He steadies himself by holding Cartman's hip, closes his eyes, and starts to suck him off.

"You're pretty quick on the uptake, Scott," Butters says with ragged breaths. He's getting winded now. "You even tightened around me once you saw Eric's dick."

Scott opens his eyes and looks at Butters, but he doesn't let go of Cartman. He starts sucking even harder and Cartman has to hold on to the bed's headboard to hold himself up.

"Fuck," he whispers.

With his free hand, Scott starts pumping the base of Cartman's dick and looks up, but Cartman has his eyes shut now and is panting.

"Oh God, Scott. Your ass is so good! I'm going to—"

"No!" Scott shouts, startling both boys. "Don't cum inside me!"

Butters nods and pulls out. He flips him on his back and cums on his stomach. Scott stopped sucking Cartman, he's still jerking him off at he cums on his face.

As Butters and Cartman are recuperating, Scott rubs himself a little and he cums as well. He sighs and lies back, his chest heaving.

Butters and Cartman look at each other. Butters takes one last deep breath and then crawls on top of Scott, smiling.

"What a cute little cum dump you turned out to be," Butters says, lightly brushing Scott's hair from his face.

"Wha? I'm not—" he tries to protest, but Butters sticks to fingers into his mouth and Scott sucks on them.

"We've never had a cum dump as cute as you," Butters continues, and he starts to lick Cartman's cum off of Scott's face. "So eager and sweet. Do you want to be covered head to toe? We can do that."

Butters finishes cleaning his face and starts to suck his neck. He drops his fingers from his mouth and Scott starts to moan.

"I'm not! No… I'm not anyone's cum dump…" Scott tells him.

The bed suddenly sags on the bottom, and they both turn to see Cartman sitting at the bottom, ready for round two.

"If you love cum so much, squeeze some more out of Eric," Butters says, and gets off of Scott.

Scott sits up. He looks at Butters, than Cartman, and then at Cartman's erection. He presses his lips together and hangs his head when he feels himself getting hard again. He crawls over to Cartman and wordlessly eases his way onto him.

Cartman kisses and bites Scott's throat, and as Butters moves to get a better view, Scott looks back and reaches towards him.

"You too," he says quietly. "You too, Butters. I want you both."

That catches both off guard. Cartman stops and looks at him.

"You sure you can handle two?" He asks.

Scotts nods. His left arm is hooked around Cartman's neck, but he uses his right hand to spread himself wider.

"You can fit in there too, I promise you can."

Butters wants to say no, he doesn't want to hurt Scott, but if he's confident enough that he can take them both, he'll at least try.

"Okay, but if it hurts tell me and I'll pull out," Butters says, scooting so he's sitting behind him.

He lines himself up and enters Scott with ease.

"Huh," is all Cartman had to say when he sees Butters slide into Scott.

Scott squeezes down on Cartman's shoulders, his head tilted up and his tongue sticking out.

"You okay, Scott?" Butters asks. He can feel Cartman's dick rub up against his, and it's like when Cartman gives them a hand job together, only tighter.

"Yeah," Scott manages to say, his tongue still sticking out but he's obviously smiling.

"Mind telling me why two dicks can fit in you easily if you've never had sex before?" Cartman asks.

Scott snaps out of his trance and realizes where he is. "Uh…" His face becomes a deep red and he buries his face in Cartman's shoulder.

"C'mon, the time to be embarrassed ended when you took both our dicks," Cartman says, nudging him with his shoulder. Butters rubs his back and kisses behind his ear.

"It's just… I have a lot of toys…" Scott admits, lifting up his head.

Cartman and Butters both bust out laughing.

"I'm just imagining you with two huge dildos in your ass now! Do you love it? Does it make you feel full and happy?" Butters asks, wrapping his arms around Scott's waist.

Scott turns to look at him and smiles slightly. "Yeah."

Without warning, Cartman starts to move inside him. Scott screams but Butters moans.

"A little warning?" Butters tells him.

"Let's go in opposite times like a piston," Cartman says.

Butters nods and once Cartman is all in he pulls out almost all the way out, and once Cartman is out, he thrusts in. They go slowly at first, but once they get the feel of it, they go faster.

Scott grips Cartman's hair tightly, alternating between screams and moans.

"Two dicks… I always have one inside…" Scott says in mangled breaths. "So good! So good!"

Cartman is holding on to Scott's waist while Butters has moved to his shoulders.

"Where you at, Butters?" Cartman gasps.

"I'm close. I'm going to cum soon," Butters says.

"Cum inside me," Scott says. "Cum inside me, both of you… Fill me up… Make me your cum dump… I want your cum so bad!"

Cartman and Butters grin at each other and both cum together inside of Scott, who cums right after.

Scott collapses onto of Cartman, his arms hanging over his shoulders as well as his head. They're all panting heavily, but Scott starts to feel dizzy, but it's suddenly difficult for him to articulate words.

Once he's sure he's about to pass out, he feels a hand on his back and there's a straw in front of him. He lifts his head slightly and sees Butters smiling at him, juice box in hand.

"Drink some. Wouldn't want our cute cum dump to faint on us. That be quite the story to tell the doctors."

Scott sips the juice and he does start to feel better. He's still in Cartman's arms, and he hasn't made any attempt to move. When he finishes his juice, Cartman kisses his temple and Butters runs his fingers through his hair.

"Did you enjoy it?" Butters asks.

Scott nods.

Cartman snorts.

Lucky for him, Scott is light, and without letting go of him, he's able to lie down. Scott is still clutching him tightly, now his legs are wrapped around Cartman too.

"Butters?" Scott whines feebly.

"I'm right here, Scott," Butters says, wrapping an arm around his waist.

Scotts turns his head and kisses him, then he buries his head under Cartman's chin. He can hear Cartman and Butters making out above him and he smiles. He feels oddly safe there, wrapped in both their arms, and he drifts off to sleep as the two boys above him whisper to each other while Butters runs his hands through his hair.