SUPER fast update. Cause both of us are gonna be out of town for the next week :P I felt like being nice. This chapter is a bit longer, so enjoy!

Chapter 3

Kyle stared out his window to the sun slowly beginning to set, darkness soon to cover the small mountain town. It was 6:15, and it wasn't like Stan to be late. He started to get fidgety, afraid that his friend had bailed once more.

His faith was soon restored however, when he heard a knock at his bedroom door. He jumped up, perhaps a bit too excitedly, and answered it.

"Stan!" he cried out surprised, even though that was who he had been expecting all along.

"Hey dude," Stan greeted casually, immediately walking in and over to Kyle's bed, throwing his backpack on the floor. "Kenny stopped by, thought he'd give me some left over chicken from work. So I got something for us to munch on while we...uh...do this," he said, talking as he was walking.

"Yeah? Cool." Kyle said. He nervously shuffled his feet across the room and shut his bedroom door. Now that this was actually about to happen, it was very nerve-wracking.

Stan quickly pulled off his coat, throwing it on the bed. He slapped his hands against the side of his legs, looking to Kyle for guidance. It appeared as though Kyle had prepared the room substantially for this event to occur. There were lighted candles for visual stimulation, and Kyle's sheet was in the corner of the room with a small stool that was usually kept in the bathroom. A tall easel stood a few feet away from it, complete with a large piece of blank drawing paper. Kyle's computer had a soft hum of music in the background. If Stan hadn't known any better, he would have thought Kyle was trying to seduce him with romantic candlelit atmosphere and classic rock.

"Just uh...M-make yourself comfortable, I guess." Kyle advised.

"All right." Stan agreed, going over to the stool. He took a seat on it to see how it felt on his rear. He then stood up again, and turned around in a few different directions, trying to find the area of the room he'd particularly like to stare at for the next few hours, if such a location existed.

"Um," Kyle said, biting his lower lip and bringing his index finger to his mouth. "Maybe you should...lay down?" He felt his cheeks flush at the thought of a naked Stan sprawled out on his bed sheet.

"...Yeah...Yeah that might work." Stan agreed.

It made sense, after all. Standing or sitting for a long period of time could get annoying. Lying could too, but at least in that worst case scenario Stan could just fall asleep. Stanley kicked off his shoes and removed his socks next, going excruciatingly slow in Kyle's opinion.

Kyle meant not to stare, but it was kind of impossible not to. With each button undone, he felt emotions stir within him that he had not felt ever before. Not even with his own old girlfriends.

Just as Kyle felt himself part his mouth, Stan looked up at him, smiling a warm smile. He chuckled nervously as his bare skin made contact with the world around him. First his feet, then next came his chest. He pulled his shirt over his head, revealing his bare, chiseled chest. "It's cold in here," he said, distracting Kyle from other thoughts.

Kyle shook his head clear of the sexual cobwebs that seemed to be cluttering up his brain. "Oh. You want me to turn up the heat?"

Stan looked down to his jeans. He thought about how coldness makes things...shrink. He didn't want to appear unmanly in a portrait of him. That people would see. People would see this...people other than Kyle. "YES!" he exclaimed, not wanting to think about that anymore.

Kyle nodded. "Okay...I'll just uh...Yeah..."

The Jew went over to the nearest thermostat and turned it up for Stanley. He then made his way toward the easel and stood behind it, ready to paint. Always the perfectionist, Kyle began checking the variety of paint colors and the different styles of brushes he had available to him. He had to make sure there would be no screwups once this got going. He also secretly hoped to finally see a spread-eagled Stan when he looked back up.

Instead, Stan was still standing, yet to shed even his jeans. He shivered again, but Kyle wondered if it was from the heat or what he was about to do.

Kyle stared at his best friend. "What are you waiting for? Do you want me to turn around?" he asked completely joking.

Stan looked nervous. "Yeah..."

Kyle sighed. "Fine Stan, but it won't do much good you know."

"I know I know." Stan agreed, seeing the lack of intelligence in his current thought process. "I'm sorry okay? This is just...weird."

Kyle felt the butterflies in his stomach. "I know."

Stan sighed, looking at Kyle once more before he returned attention to his belt. Unhooking it, he peered up to Kyle, who each time he caught Stan looking back, he went busily back to work on his color arrangement. He didn't even have to do that yet--he knew he would just get the figure sketched that night. This was probably a two-day process at least. And that excited him.

Stan's belt reluctantly came off, loop by loop. "You're sure you don't mind?" he questioned. "I don't wanna get your bed dirty or anything."

Kyle shook his head. "It's fine."

Kyle caught himself biting his lip to cover up his gaping mouth. Stan's belt fell to the floor, and, as if he was purposely teasing Kyle, he kept looking up into Kyle's eyes to make sure everything he was doing was noticed.

"Okay," Stan said, more to himself than anyone. "Okay," he said again. He unbuttoned his top button of his jeans, unzipping them slowly, and with one swift move, he pushed them down around his ankles and kicked them aside. He stood, alone with just his cotton blue plaid boxers.

Trying desperately to remain focused, Kyle reminded Stan of the rules. "Now remember, y-you gotta try not to move when I'm working."

"Alright," he said, assuring himself. "What if I have to sneeze or something?"

Kyle smiled at the cuteness of Stan's question. "Then make sure you cover your mouth. I wouldn't want your ger-"

His voice was cut off by the loud, obnoxious ringing of Stan's cell phone, resting in the back pocket of the shedded jeans. He looked to Kyle with unsure eyes.

Kyle looked to where the sound was coming from. He knew that ring tone from anywhere. "It's Wendy, isn't it?"

Stan sighed. "Probably."

Kyle rolled his eyes in frustration. This made yet another minute Stan was only half-naked in his bedroom.

Not wanting to upset him for the second night in a row, Stan made his way over to the ringing phone. "I'll turn it off after this." he said, trying to assure Kyle things were fine.

He flipped open the phone. "Hey, babe, what's up?"

Kyle listened with intent, trying hard to hear the inaudible words of the high-pitched girl on the other end.

"What? Calm down! Why are you crying, sweetie?" Stan asked in confusion, Kyle dropping his brushes in response. The way Stan said "sweetie" made his face contort with anger. And the attention Wendy was seeking made his hands curl up into little balls.

"Uh-huh...Uh-huh..." Stan said into the phone, still standing around in his boxer shorts. "...Oh...Shit, that sucks...W-well listen, uh, I'll call you when I get home about it. Okay?"

Kyle heard a string of really high-pitched screams on the other end, and he knew right then and there that once again, this project would not get started.

"CALM DOWN, WENDS!" Stan pleaded. He pinched the bridge of his nose, allowing the furious girl to continue screaming. Once Kyle heard nothing from the other end, Stan spoke once again. "I'm sorry if I'm being insensitive. I'm just...this really isn't the best time."

Another string of screams.

"I do too care about you. You know that!" Stan pleaded into the receiver of his cell. Kyle only growled under his breath in response.

"Okay...okay but Wendy! Please understand! I will be with you as soon as possible!" But it was no use. There was no way of calming down the girl on the other end.

Kyle glared at Stan. If he left now, Kenny would have to do. He could draw Kenny. Kenny wouldn't mind being naked, and he certainly wouldn't delay due to annoying girlfriends and stupid high school problems.

"Wendy please," Stan begged. "I'm in the middle of something. It's really important. I wanna be there for you but I-"

Stan was cut off once again. He listened to Wendy complain for another minute, before a sad expression overcame his face. Not wanting to look at Kyle for fear of his reaction, Stan just blindly reached to the floor, pulling his pants back over toward his body.

He mouthed the word "sorry!" to Kyle as he grabbed the rest of his belongings, somehow managing to put it all on, and left the room, still on the phone.

Kyle sat, staring blankly at the part of the room where Stan was a few moments ago. He blinked twice, trying to grasp what had just happened.

"WHAT THE FUCK!" he screamed into nothingness, angry and bitter. He scanned the room for something throw when he spotted a foreign backpack, still with its contents, next to his bed. Stan had forgotten his backpack. That meant he HAD to come back. Maybe he was just going to be gone for like a half hour or something.

Kyle waited, and waited, and waited a bit longer. After an hour, he started to wonder if Stan was coming back at all. It was still daylight out, so there was still some hope, but knowing Wendy...

His thoughts were once again interrupted.

"SORRY DUDE!" Stan yelled audibly through the door. Seconds later, a frazzled black-haired boy appeared once again in Kyle's room.

He wasted no time in kicking off his shoes, taking off his socks, pulling his shirt off, unbuckling his belt, and pulling off his pants. Without even thinking, in this sudden rush, he also removed his boxers. When he realized he had just gone from fully clothed to naked in five seconds, all the while, Kyle just comprehending he was in the room, he stood embarrassed.

"...You came back..." Kyle said, genuinely surprised. A smile slowly curved his lips.

Stan looked into his best friend's sparkling green eyes, feeling a wave of shivers coming on. This time it wasn't due to being cold.

"I wouldn't let you down, Kyle," he replied in a very serious tone.

Kyle nodded in response, if only so his eyes could sneak a quick glimpse at the nude boy standing before him. He too was just starting to realize that Stan was, in fact, bare in front of him. Kyle liked this fact. A lot.

"I know...Thank you..." he replied back to Stan's remark, very appreciative for a number of reasons.

Stan slapped the sides of his legs with his hands again. "So, brilliant art-teest," he said undeniably cutely, "where do you want me?"

Kyle shuddered at the sound of the question. He had to bite his tongue, almost literally, to keep from answering in the way he was thinking of.

"Um, wherever you want, dude. Heh..." he said. Wanting to quickly change the subject, Kyle informed Stan of what he had been doing to keep busy while the boy was off dealing with Wendy.

"I got some more stuff to entertain you."

"Stuff to entertain me?" Stan inquired curiously.

Kyle shrugged. "You know, so you don't get bored while I'm sketching you. I know I won't get it finished by tonight, especially now, so I have to keep you entertained."

Stan's eyes, lit up, walking over to the arranged place on the floor. For some reason, the fact he was naked around Kyle didn't feel as weird as he thought it would. "What kind of stuff!"

"Comics. A headset. Food and water. That kinda thing."

"I can't look at comics. I'll move too much," Stan noted.

"Not online comics." Kyle announced proudly. He pointed his finger, drawing Stan's attention to a computer screen with a comic on it. The computer was turned at such an angle that Stan could view comics while on Kyle's bed, if he chose.

"But if I laugh, I'll...jiggle..." Stan wondered aloud.

Kyle stared at his friend strangely. "Dude, you're fine. I have my cordless mouse. Go to town."

Stan grinned. "Can I look up porn?"

Kyle thought about this. If Stan looked up porn...and Stan got..."NO" he said immediately.

Stan laughed. "Figured you'd say that. Okay, I'll be good."

Kyle took his position behind the easel once again. He looked over Stan's body, taking in every detail of his friend's form. But, hey, that was his job right? He was sketching him. He HAD to focus and pay attention, and that's exactly why he was admiring him so...Wasn't it?

Stan looked over curiously at Kyle. He had never seen him so concentrated and serious about something, at least, he'd never paid attention to that.

"Where do you want me?" he repeated, unaware of what that question did to Kyle.

Kyle swallowed. "Um...over on the bed. I mean, the floor," he said, quick to cover his mistake. "Lay like you would on the bed," he continued to explain.

"...Kay." Stan blinked at the change in direction and sat himself down on some sheets and newspapers sprawled out on the floor. He lay on his back and stared up at the ceiling. Kyle was an artist. Maybe his changed mind was a painter thing?

Kyle furrowed his brow. "You look stiff," he said, trying hard to cover up his giggles and embarrassment. "I mean, relax your body more. Maybe...maybe roll to your side and prop your head up with your hand," he explained through demonstration. "Then," he gulped, "maybe...bring one knee up. In the air."

His face blushed an even deeper red as Stan did what he was told.

"Like this?" Stan questioned, doing just as Kyle instructed. He laid on his right side, propped his head on his hand, and raised one leg up, exposing a bit of his genitals.

"...H...How's that feel?" Kyle questioned.

"A bit drafty," Stan answered truthfully. He smiled up at Kyle, who was trying hard to conceal the ever-growing interest he had in the nude boy laying before him.

Kyle smiled a bit, feeling himself starting to grow. Oh shit, this cannot happen, he thought. "Uh...well..." His thoughts were clouding his response.

"...Well what?" Stan wondered."

"...Uh...Just...Just lay how you'll be comfortable. Try to relax. Focus on something."

Stan thought for a second. "I'm cool like this," he answered.

Kyle shied away from saying anything else. He would just have to deal with his best friend (and secret object of desire) in front of him, showing him his world and every bit of it. Every single bit of it.

He picked up a thin paintbrush, and lightly began to sketch Stan.

A few hours passed. Luckily, Stan had plenty to keep him entertained, just as Kyle had promised. Kyle was, somehow, able to block out the sexual imagery and focus on the task at hand. He had to. He needed that A.

Stanley's eyes eventually became heavy. He yawned, but closed his mouth so as not to change the expression on his face, just in case Kyle was currently painting it. He tried to resist it, but soon enough Stan had fallen asleep.

Sure enough, Kyle had gotten to the details of his face. He soon noticed that Stan's eyes were closed. "Stan?" he called out quietly.

He looked around the room. Stan was sleeping naked in his room. Oh, the possibilities. "Stan?" he whispered again. He looked back to his painting. It was shaping up to be one of the best paintings he'd ever done. Perhaps because of his interest in the subject...

"Well, I guess I know his eyes are blue," he said aloud to his painting.

He continued painting. At least now Stan was guaranteed to lie perfectly still for him. He was perfectly still, and unconscious...And nude...And sexy...

Kyle growled as he finished the eyes on the boy. He was once again losing focus. He had fought that feeling off quite a few times this evening so far, but it was getting harder and harder to do so...So to speak.

He closed his eyes and shook his head. "Okay, Kyle. Get a grip. Stan's only doing this cause you gave him really no other option. He'd feel guilty otherwise," he said again aloud. "If he knew what you were thinking..." Kyle trailed off, peering down once again to the peacefully sleeping naked boy on the floor. Even in sleep, he was dripping with beauty.

"God dammit," Kyle muttered to himself. He very slowly looked down at the front of his pants, noticing the very obvious bulge. He sighed and set his paintbrush down. He very slowly snaked his fingers to the zipper on his fly, and carefully moved it downward.

"You have to go away," he told his penis. "If Stan wakes up and...he sees you..."

He reached under his boxers, staring at the problem. He looked to Stan, then back to his erection. To Stan, and then to his erection. He watched it grow in strength. "Great!" he cried, rolling his eyes.

Defeated, Kyle's fingers slowly ran along the underside length of his sex organ. From back to front, and then back down again. Back and forth, over and over, stroking along the shaft up to the sensitive head.

"Ugh.." he grunted. He tried to as quiet as he could. His pace was quickening, as was his breaths. He wanted to get this over with, maybe then he could concentrate on actually drawing his subject.

Unbeknownst to Kyle, Stan opened one eye. He awoke at the second call of his name, but he was still too asleep to answer. When Kyle starting talking to himself, he remained silent. But...now...

He stared at his best friend through his open eye. Was he...was he...

Kyle groaned again, this time he closed his eyes, imagining the painting in front of him coming to life and tackling him down to the ground.

Stan remained perfectly still; not wanting to say or do anything. Was this for real, or was he dreaming? And if he wasn't dreaming, God forbid he embarrassed Kyle on purpose by catching him in the act.

Kyle harshly inhaled some air, then exhaled it with a lustful hiss as his body shook with desire and satisfaction, shooting a much-needed-to-be-released load of cum into his right hand.

After about a minute of sitting there with his eyes closed, Kyle opened them, peering around the room for something to wipe his hand on. He had just used the last of his tissues with his last cold. With a quick sigh and roll of the eyes, he covered up his once-again flaccid penis and buttoned up his jeans with one hand. He pushed the painting aside and walked speedily to the bathroom, checking both ways before crossing the hall.

Stan opened both of his eyes, confirming Kyle's absence.

"...Dude..." Stan said to no one in the room. He blinked, taking in what just happened, unsure how to react.

Kyle returned a minute later.

"Hi," Stan said, just to make it perfectly clear he was now awake, in case Kyle had any more urges, whatever may have been causing them. "Are you finished?" Stan asked, before quickly adding "With the painting?"

Kyle froze at Stan's awake state. "Did...did you just wake up?" he asked cautiously, not answering Stan's question.

"Uh...yeah. When you left the room," he explained, trying desperately to keep the information he knew withheld from that conversation. "So, is the painting finished?"

Kyle smiled in relief. "No. Far from it. I decided I don't want it to be a painting as much as a wash of colors though...so you won't have to stick around as I paint every single little detail. Another night, and we should be pretty good to go."

"...So I have to...come back?" Stan asked.

"...Well, not for long." Kyle assured him. He wanted to lie to Stan about that part, but it wouldn't be right to do so. "Don't you at least wanna see how it turns out?" he asked as he picked his brush up again.

"I guess so." Stan said, a bit unsure himself.