Marco turned his head away from her, shielding his eyes from her sight, desperately trying to hold back the tears, welling up in his eyes, as his lip began to quiver and his nose began to run.

The look of pain and sorrow on her bestie's face, wiped her anger completely from her mind. Concern filling the gaps left behind. "Woah woah woah, hey!" She called, running around the bedframe, giving him a comforting hug. Marco didn't reciprocate, not that he could. His left hand, holding the blanket around his waist, while his right was busy hiding his shameful tears. "Hey hey hey. 'Lose your friend'? What are you talking about? I'm right here. I'm not going anywhere. Come on." She cooed, taking him by the shoulders, walking him over to the couch, and sitting him down. Star took a seat next to him and began gently rubbing his shoulder. "Come on, buddy. It's alright." She continued her words of comfort while Marco slowly began to pull himself together. "Tell Dr. Butterfly P.D.F. what's wrong."

Taking a deep breath and wiping the tears from his eyes, Marco lifted his head to meet his friend's gaze. His glistening, irritated eyes, piercing her heart like a dagger. "T'awwww, come 'ere." She said, leaning over and pulling him into a hug, resting her chin on his shoulder. Marco happily returned the embrace, sniffling lightly into her ear as the tears began to flow, once more. "Shh shh shh… Come on, buddy. You're alright." She cooed, patting him on the back as they held each other. "You wanna go get some ice cream, champ?"

"Hm-hm-hm." Marco chuckled. "*Sniff* what, so now we lost the little league game?"

"Everyone's a winner." She said, warmly.

"*Snicker* Pfft-Ah-ha-ha-ha-ha!" The two laughed together, parting from their embrace.

As soon as they locked eyes with each other, both fell dead silent, aside from Marco's sniffing. Star slowly slid her left hand over Marco's, making him sharply retract his hand, leaning away from her. His eyes shot down to her hand, then back to her face. Hand. Face. Hand. Face. Hand… Face…

Her face was neutral, unnaturally neutral, unsettlingly neutral for such a normally animated girl. Her face said so much, by doing so little. It was a face full of pain, full of confusion and sadness. Star took a deep breath, breaking eye contact and placing her hands in her lap. The crushing disappointment displayed in her movements, utterly racked the boy's heart with pain and guilt.

"You're beautiful!" He blurted.

Star's body jumped, head shooting back to face him. "What?"

"You're… beautiful…" He repeated with significantly less confidence, a small blush sneaking its way onto his face.

Star began to blush as well, a tiny unconscious smile, glued to her face. "You're… You're just saying that." She said, breaking eye contact, once again, and forcing her smile away.

Marco said nothing. He leaned forward. Swiftly, but gently, taking her cheeks into his hands, and pulled her into a long, passionate kiss. Actions speak louder than words. Star's eyes widened with shock, before closing her eyes and leaning further into the kiss. Their lips were closed, but unlike their previous exchanges, this wasn't a simple peck on the lips. This was the real deal. Marco continued to cradle her head in his hands, as Star snaked her hands up onto his shoulders. How long was the kiss? Marco wasn't keeping track.

Marco had lost all of his previous efforts getting his erection down, because in those few moments, it proudly stood back up, even harder than before. The love birds soon parted with a gentle chu, both parties blushing profusely. When the two opened their eyes, their gazes locked. The beautiful shimmer of awe and wonder in her sky blue eyes, gave him a strength and confidence he had never felt before.

Marco gave the adorable girl in his hands, a smirk. "Then I guess I'm just really committed to making you feel better, huh." He teased, a slight suave on his tongue. "You really are beautiful, you know…" He cooed, gently caressing the heart on her cheek with his thumb. Her cheek was soft and warm, completely void of imperfections. Puberty had treated his face well, but even Marco had the occasional blemish on his skin. But Star? Nothing but silky smooth heaven. Star remained silent, not daring to break eye contact. Her heartrate was up and her breathing seemed to get heavier and heavier. "Star… You alri-"

Star lunged forward, wrapping her arms around his neck, pulling their faces back together. Tilting her head, she immediately began to hungrily make out with the frozen boy's mouth. Marco's lips just subconsciously went along with her motions. Taking advantage of her friend's gaping mouth, Star slipped her tongue into his mouth and began to slowly explore every inch of her new lover's cave.

When Marco finally got a grip on reality, his eyes slowly slid closed. His own tongue, springing to life, as it began to rub up against his mouth's new visitor. Star's low, passionate moan, vibrated throughout the two lover's mouths. The rush of sensation made his lower member twitch with excitement. She certainly knew how to turn him on. Marco continued to rub his hands along her perfect, silky skin, while Star began to run her hands through his soft, dark hair, pulling him even closer to her face.

The kiss was sloppy, filled with pent up lust. The room was flooded with the wet slaps, slurps and chus of their engagement. Marco merely followed the flowing movements of her lips; he had no idea what he was doing. Their tongues weren't locked in a graceful dance of love and passion. No structure. No rhythm. Just lustfully playing with each other's tongues, basking in the heavenly sensation of her warm, slippery member against his own. It felt so good! So good, that he forgot who he was making out with.

His bestie.

Marco's eyes shot open, reflexively jumping back, forcefully pulling out of the intense lip-lock. Marco brought his knees up to his chest, and his face down into his hands. "No no no no no! What are you doing? What are you doing?!" He frantically whimpered to himself.

"Ugh! What is wrong with you?!" Star snapped. "You kiss me, then you pull away! We snuggle on the couch just fine, but apparently, snuggling in a bed is crossing some sort of line?! What?! What is it, Marco!? Cause if there's something I'm missing here, I would love to hear it!" The fire, deep within her throat, was absolutely scorching. Marco could feel the anger and frustration in her heart. It's over; he had to tell her the truth.

No more running.

Marco felt the tears well up in his eyes, once again. "I can't." He said, his face still cupped in his hands.

Star raised her eyebrow, "You can't what?" She responded, a hint of aggression on her tongue.

Marco raised his head from his hands. "I can't… Help Myself!" He said, whipping his hands up and down in frustration.

"H-Help yourself?" She said, softly, the aggression completely purged from her voice. Confused but hopeful.

Marco took a deep breath, wiping the moisture from his eyes. "These new feelings. These feelings about you, Star." Marco rose to his feet and began to pace the floor, his left hand, firmly keeping the blanket around his waist. "I try to beat them down, to hold them back, to… just… fight it. Ya know? Look, I think you're beautiful, cute, sexy, whatever you want to call it!" Marco paused, taking a deep breath before turning to face her, attempting to hold back his tears. "…But you're also the closest friend I've ever had…" He said, a single tear running down his cheek. "*Sniff*… and I don't want to lose her." He said, choking up. A few more tears fell from his eyes before he began to quietly weep.

Star got to her feet, and silently pulled him into a hug. Marco threw both of his arms around her, squeezing her tightly to his body as he softly poured out his sorrows. Star simply held him close, gently rubbing his back and whispering comforts into his ear. After a few minutes of this, Marco seemed to be calming down.

*Rrrrrip*

Wooooch!

The two jumped at the sudden burst of sound, letting go of each other and causing the blanket around Marco to unfurl. Their gaze was met with a swirly, blue, dimensional vortex.

"Star Butterfly." A distant, distorted voice emitted from the portal. "The clever little princess who thought she could keep me out… But instead, has walled herself off, with no means of escape." The voice began to cackle, seeming to get closer and closer, before Ludo and his gang of monsters jumped out of the vortex, in a clearly choreographed, dramatic entrance. "And now your wand is min-Oh my GOD!" He shouted, all the monsters shielding their eyes. "Whe-…Where are the boy's pants!?"

Woooo-Wee!... Woooo-Wee!... Woooo-Wee!...

A siren began to blare, as every light in the room began to flash red in rhythm with the siren. Star grabbed Marco by the wrist and yanked him to the floor. The roomy scenery fizzled away, exposing the bulky, metallic interior, and massive mounted weaponry.

Chk-Chk

Ludo gulped, "Oh dear."

Dook-Dook-Dook-Dook-Dook!

The guns opened fire, the barrage coming from all sides, pelting Ludo and his gang repeatedly with an assortment of random magical objects. Marco tried to keep his head down, but he was able to make out some multicolored beanbags, bursts of rainbow magic, and the occasional sparkling, solid gold narwhal.

"Oo! Ooo! Ow! Ah-ha-ha!" Ludo screamed, flinching at the continuous assault. His minions pushed and shoved each other, trying to retreat into the portal. "What are you doing, you morons?! Protect me!" he yelled, before getting beamed across the head with a golden narwhal. "Yowch!" Ludo jumped onto the head of one of his minions. "Come on! Go! Go! Hurry, you fools! Ah-ha-how!" When the last of the monsters franticly tumbled back into the vortex, with a quick zip, the portal closed up.

The mounted guns immediacy ceased fire and powered down with a burst of steam. Star sprung to her feet. "Hoo! Well, that'll certainly wake you up." She said, rolling her shoulders a few times. "I guess that means we can leave now."

Marco rolled onto his back, pulling the blanket over his crotch. "*Sniff* we should set those things up around the house."

Star began to stroke her cheek. "Mmm… I mean, yeah. We could… but, that wasn't a lot of fun, ya know? Star needs her monster fightin' fix."