Kyle's POV

I honestly think this is the single most embarrassing moment of my entire life. That's actually saying a lot considering everything my friends and I went through together. My best friend... no... my super-best-friend is currently staring right at me with shock and disbelief written all over his face. His blue eyes are traveling from the hand I currently have wrapped around my dick and then back up to my face. I think if I could make myself disappear right now I would without a second thought.

This had just started as a normal Fright night sleepover. Stan came over my place after school to study since I'm tutoring him. My parents were off on another one of my father's business trips, so I had asked Stan if he wanted to stays over for the weekend. We've been doing this since before I can even remember. Hell, we've been friend for even longer than that. So, of course, he said yes.

I was really glad he did, because these are now the only moments I get to have Stan all to myself. These days, he's always busy. He's either at football practice or spending time with his girlfriend, Wendy. He does everything with Wendy – going to the mall with Wendy, going to the movies with Wendy, going out to eat with Wendy and going to those stupid dance lessons with Wendy. He has also taken up a part time job at the local grocery store. He says he wants to save up to buy a car since he's going to get his license soon. He's always telling me how he wants to go on a road trip with Wendy to help her discover the world outside of our shitty, little hell hole surrounded by mountains. South fuckin' Park.

I always listen to him silently, pretending to care. It's what a best buddy does, right? But the truth is, I wish he was talking about me. Doesn't he realize by now that I would follow him to the end of the Earth and back? If only he would ask me to… Sadly, I just know he won't. I'm forever destined to be his sidekick. I'm always there but never really in the spotlight. I guess I should be happy to at least have this much of him but sometimes it just isn't enough.

I love Stan. I think I've always loved him but I've only admitted it to myself a couple years ago, when we were only thirteen. We were asked in class to write a paper about ourselves, about what we loved, how we would describe ourselves and about where we'd like to be in ten or even twenty years from now. I had returned home alone that night with all those questions swimming in my mind. It was then that I realized the only thing I was certain of about my future is that I wanted Stan to be a part of it. The things I loved all revolved around my black haired friend. I then came to two very disturbing conclusions about myself. The first was that I was in fact gay and could not do a thing about it. The second was that I was madly in love with the only person I could never have, my Super-Best-Friend, Stanley Marsh.

Right then, that became my secret. I never told anyone. Who could I have trusted with that secret...? Cartman? No thanks. There is only one person that actually knows, and he hasn't betrayed my trust so far. I never really meant to tell him in the first place, but I guess he is just very perceptive.

It just kind of happened one night. I wasn't feeling so good. Stan had just spent a whole hour on the phone with me, excited about the fact that he had finally got it on with Wendy. As if I needed to know every little details of how he lost his virginity to someone that wasn't me. Either way, that was way too much information. So, after finally hanging up, I had decided to take a walk to Stark's Pond to try and clear my mind of the awful images he had put in there.

I just wasn't surprised when I saw a familiar silhouette clad in a parka sitting near the frozen water. I made my way over and sat by his side. I actually took a few minutes before he acknowledge my presence. It took him even longer to actually look me in the face but I wasn't surprise to see why. The black eye he wore spoke for itself.

"Hey," he simply told me. "You really look like shit."

I could have said the same thing about him, but I didn't. He didn't need another reminder that his father beat on him again.

"Yeah, I guess." I just shrugged my shoulders carelessly.

He turned his sky blue eyes back toward the frozen water. I really wished I could do something for him. I told him over and over that I could talk to my dad, but he just won't have it.

"So... this about Stan again?" I could feel my face starting to get red already, no thanks to my pale skin. "I guess I'll take your silence as a yes." Kenny has always been so perceptive. Nobody gives him enough credit for it.

"What makes you say that? He's my best friend. "

Kenny turned his head toward me again and looked at me with a faint smile. "I never said he wasn't, but I also know that you let him get to you way more than a simple best friend should. There is no need to deny it to me Kyle. You are in love with Stan... So, what?"

I jumped from my seat, fist clenched at my sides and my face probably redder than ever. "No, I'm not!"

He didn't even flinch at my outburst. I guess he's used to my temper by now. "There really is no need to lie to me, Ky. Your secret is safe with me anyway; don't worry about it so much. "

Of course I couldn't stop myself from worrying but I also couldn't stay mad at Kenny for very long so, after an awkward pause, I just ended up telling him everything. By the end of it, I had my head lying on his shoulder and anyone that knew me, even a little, would have noticed I had been crying. I took such a huge weight off my shoulder and I actually felt a tiny bit better than I did earlier.

I finally left my blond friend after asking him if he was going to be okay for the night, or if he needed a place to stay. As usual, he told me he was going to be fine and we both went our own way.

After that night, we haven't talked much about my crush on Stan. There are often times when we are sitting on the couch playing video games or we are all suffering through one of Stan's rants about Wendy. During those times I often catch Kenny sending me knowing looks. I usually pretend I don't see him and avert my eyes, like nothing is going on. I know this is far from healthy, but I can't help it.

In a way I think what happened next was way harder on me. For some reason, maybe because he noticed I was feeling lonely, Stan took it upon himself to match me up with one of Wendy's friends. Needless to say I wasn't interested at all and at some point I think I even started be mean to them. I know it wasn't their fault, but I only could take so much of those double dates. I had to sit for hours straight at some shitty restaurants, watching as Stan and Wendy were all lovey-dovey with one another while some girl I could never be interested in tried to flirt with me. There was even that one time they actually set me up with Bebe again, she kept making comments about what I nice ass I have and that she did not understand why I've been single for so long. I still don't know how I manage to finish that evening without killing everyone in the room. I really was getting pissed.

The next day we fought about it but I had managed to convince him that I really didn't want to be with any one, that I wanted to focus solely on my studies. What a bunch of bullshit that was. It couldn't be further from the truth but he believed it and left me alone after that so I was just relieved.

We've always been close to one another. We played together, we laughed together, we cried together and we got drunk together, which in my case isn't really such a good idea. Last time I ended up screaming at everyone in the room. I don't remember what I said exactly, but I ended my evening with my head on Stan's lap, nursing a black eye – courtesy of Clyde. We always take care of each other, no matter what mean things we shout in each other's face. I still remember when he used to call me after he had a nightmare in the middle of the night. My mom would get so mad because he would wake baby Ike as well.

Seriously, how could I not fall for him? We were so close emotionally but also physically. The way we would always sit side by side no matter where. We even used to take baths together when we were little kids, playing submarine and everything. At some point our parents had to put a stop to it since we kind of started to freak them out. See how much good that did for me?

And of course we sleep together. Our parents tried to put a stop to that, too, but we bitched so much about it that we all had to come to a compromise. One of us would have to sleep in the bed while the other would have to settle for the floor. That arrangement actually lasted about an hour before I let Stan crawl under the covers with me. After that night our parents let it go because they knew it was a fight they just could not win. Sometimes the others will come over too. We'll play games, eat pizza and shit and then we go to sleep in the early hours of morning. Stan and I will take the bed, Kenny the floor and Cartman the couch, but he will never miss an opportunity to tell us how faggy we are. Stan just shrugs it off while I usually lose my temper. Kenny will just sit there looking at me knowingly while I try to ignore him in favor of letting out some steam by screaming at the fat ass.

Tonight hadn't started any different than any other Friday night. We ate, did our homework, played some videogames and went to bed. I was clad in a t-shirt and boxers and Stan in boxers only. I used to be fine with that, even as he would put an arm around me. As much as I try to tell myself that it shouldn't change anything, my body has other plans.

Stan was lying on his side facing me, an arm around my waist and his face mere inch away from mine. I could feel his breath on my cheek and it was sending shivers down my spine. I was on my back trying to ignore it the best I could, my right arm stuck between our bodies. I was literally trapped between him and the wall. I could feel the rise and fall of his bare chest against my skin. He was so warm, this felt so right and comfortable, even if I knew it was so fucking wrong at the same time. But what was even more wrong was that, for the first time, I knew I was going to lose my self-control.

I had kicked the covers at the foot of the bed so I would make a mess of them as I let my left hand travel down my body freeing myself from the restraints of my boxers. I realize now that it was such a bad idea. How could I have been stupid as to think I wouldn't get caught? I just couldn't fucking help myself. What else could a hormonal teenage boy do when the object of all his desire was sleeping half naked by his side? So, I just closed my fingers around my already painfully aroused dick and slowly started jerking it, making as little noise as I could.

I kept my eyes open, trying to burn this image of him into my memory. Every little detail about him was just so perfect. His black hair, so straight and messy on the pillow. His steel blue eyes, with those long and beautiful lashes. I think he would kill me if I said all that out loud. A bit lower, I take in his collarbone. I wanted to let my finger run over them, feel the smooth skin under my fingertips, but I couldn't. I couldn't touch him, not like this.

My hand moved a bit faster on myself unaware of the panting sounds I was making.

My eyes travelled lower again to his well-define chest and flat stomach. I could have watched the rise and fall all night long and never get tired of it. He is developing some fine abs. A while ago, he told me he started working out a bit. I didn't know it had started to show yet and I can't say I'm disappointed.

I let my thumb drift over the swollen head of my cock, already slick with pre-cum and against my will I let a moan get through my parted lips.

His face was so close, his lips so tempting. It would be so easy to just close this gap between us and kiss him lightly. I'm sure he wouldn't even notice. Stan has always been a heavy sleeper. It would be the only way I'd ever get a kiss from him, the only way I would know what his lips taste like, but I wouldn't. I couldn't use him like that, what I was doing was bad enough as it was, touching him while he's sleeping wouldn't feel right at all and the last thing I want is to hurt him. I couldn't sink that low. Instead, I moved my right hand, which had been trapped between us all this time, and placed it on is hip lightly. That's as far as I would go.

I finally let my eyes follow the line of dark hair below is navel to his crotch. I had already seen Stan naked in the past on countless different occasions, but even with him still being partly clothed… It was different. I couldn't help but picture him in ways that are less innocent. The mere thought of what his naked member would look like in full attention… and of how it would feel in my hand or even in my mouth… The dirty thoughts sent a jolt of pleasure through my whole and I moan his name more loudly then I had anticipated.

That's when everything came crashing down on me. Almost in slow motion, I saw him open his eyes and say my name with confusion. He hadn't yet noticed what I was doing. Maybe he thought I was having a nightmare or something but I'm really not, I'm starting to actually live one.

That all brings us back to this second.

He catches up to my act pretty quickly when he sees my flushed cheeks and the hand that was working on myself now frozen in place. The whole world stops around me and a thousand thought cross my mind before I find it in me to react. I want to cover myself but I had kicked the blankets before starting all this. I tuck myself back into my boxers and I try to back away from him but I have my back against the wall. He's still just looking at me with total disbelief. It's just a matter a seconds before that expression changes to disgust or hate, I just know it.

"Stan," I try tentatively but I can't collect myself enough to say anymore. He sits up. That's it; I've screwed everything just because I couldn't keep my freaking dick in my pants. I think I'm close to having a panic attack; my heart is just beating so fast. "I'm so sorry! This isn't what you think it is!" Compared to me he looks so calm and he hasn't made a move to get away from me yet. He opens his mouth and I'm sure he's going to tell me that I'm disgusting, that he doesn't want to see my face ever again. I would totally understand. Hell, I find myself disgusting, too.

"What is it, then?" His eyes are fixed on me and it's making me even more nervous.

"What…?"

He turns a little so he's now completely facing me and I still can't escape him. "Well, if this isn't what I think it is… If you're not touching yourself and moaning my name, then what is it?"

I am speechless and I am so lightheaded that I think I'm going to faint. I lower my head unable to look at him any longer. "I'm… I'm so, so , so sorry Stan. I never meant for you to find out this way… especially not this way. To be honest I never meant for you to find out at all." I take a deep breath. "I would totally understand if you hate me now... I just..."

From the corner of my eye I see him raise his hand and I think he's going to hit me so I brace myself since I deserved it. I jump when I feel a light touch on my cheek instead of pain. He slowly lifts my head so he can look me in the eyes. I'm so scared of what's going to happen that I can barely breathe. I close my eyes tightly.

"Kyle," his voice is so soft. "Look at me, please." He puts is other hand on the side of my face so he's now holding it lightly. "Kyle, please open your eyes and look at me." I owe him at least that so I just take a deep breath and do as I am told. What else do I have to lose? I open my eyes and he's so damn close to me that I almost jump away. "Now listen to me, please. I want you to listen very closely." I've never seen him look so serious. "I could never hate you Kyle. Do you understand me?"

He's looking right at me and I can feel my eyes tearing up a little, but I try to hold it in. I know he's seeing it, but he doesn't comment on it. He knows how I hate to cry and that I would probably lash out at him if he pointed it out. He really knows me better than anyone. He just keeps staring at me and I think he's going to burn a hole through my head if he keeps this up.

"I'm just..." I close my eyes again and I feel the tears escape and swim down my face. "I just can't help it…"

This sure isn't a confession or what I thought my confession would have looked like but in a way it sure feels like one. I want to say more but my voice break I lower my head again I don't want him to see me cry cause I know that's what I'm doing by now. I feel his hands leave my face. They were so soft. I shouldn't be thinking about that but I really can't help it. I think he's finally decided to leave but I am proven wrong yet again when I feel my best friends arm being wrapped around me and I'm being pulled forward onto his chest.

He holds me in a tight hug and I just bury my face in his shoulder. He feels so warm and, for some reason, that makes me cry harder. One of his hand moves to my head and bury itself in my unruly ginger curls. I've let my hair grow now, it's a bit pass my shoulder, longer when wet and I usually tie it at the base of my neck. At least like that it doesn't look like a Jewfro anymore, and cutting it is just out of the question. I do still wear my hat most of the time even to bed. Stan says they're not so bad but I highly doubt it. Right now, feeling his finger move through them, I think they might not be so bad after all.

I stop crying after a short while, I was never much of a crier anyway and I just let myself be hugged. I kind of feel like I shouldn't let him do this, that I am using him again, abusing his kindness. I should push him away now that I am okay now, but I don't. I'm selfish, I have proven it plenty of times tonight and this feels way too good to let go just yet.

Comfortable silent moment pass and by now I have my arms around him too. It takes a lot out of me, but I finally let go. "Stan..."

Instead of letting me go he just holds me tighter. His hand travel from the back of my head to the base of my neck while the other ends up on the small of my back. If it keeps up like this I won't be able to restrain myself from doing something stupid again. I can restrain my actions but some parts of my body still have a mind of their own.

If it goes on like this I won't be able to hide it anymore. This feels so nice, and I can feel myself getting hard again. "Stan, please. You have to let go now. I'm alright."

I can feel him hesitate and finally loosen his grip on me. He takes me by the shoulder. He doesn't say anything, he is looking at me and I can almost hear the gears turning in his head. I'm not sure if he noticed my boner but, if he did, he doesn't seem to mind.

After what seems like forever, he whispers, "I'll do it for you..."

My eyes go wide, I just can't believe what I'm hearing and I feel a jolt of excitement go straight to my groin. I'm in shock. "You will what?"

He's still holding my shoulder firmly. "You heard what I said. I will finish what you started earlier for you." He says it with a calm face, never breaking eye contact with me.

"Dude, think about it…" My mouth goes dry. "Y-you cannot really mean that. I'm a guy; I'm your best friend for god sakes. You're with Wendy…"

He doesn't seem to take into consideration what I'm saying at all. "That's exactly why I'm going to do it. You are my best friend and I know you are lonely. I've neglected you a lot lately. I'm really sorry for that and I'm sorry for not noticing this sooner." His voice is so low it gives me goose bumps.

I open my mouth in protest but he puts a finger on my lips, cutting off whatever I was about to say. He rubs my lower lips lightly and lets his finger slide down my chin and throat. I swallow harshly. "Stan you don't really want to do this…" He doesn't answer but let his hands travel lower and lower and under the hem of my shirt. I feel him touching my lower stomach and I can already feel all my resolves disappear. God I am so selfish but I want this so badly. "Please..."

My plea goes unheard as he tugs my shirt upward and over my head. I feel suddenly very exposed. I'm far from good looking, unlike Stan. I'm pale, a bit plump and awkward but he doesn't seem to mind at all. But then again, why would he? This doesn't mean anything after all.

He pushes me down on the bed and his hands continue their roaming over my skin. He's so delicate with me, he's used to being with a girl. I feel so guilty for wanting this but this is most likely my only chance to be with him ever, so I'll take for whatever it is and I'll worry about feeling guilty later. His fingers brush over my clothed crotch. "Oh, my god…" I murmur and he smiles at me. It's so strange, I've never seen this smile on him before and I don't know if I should smile back or not.

"If you really want me to stop, just say so and I will."

How does he expect me to say no when I can feel his finger brushing over my most sensitive parts. I should still really say it but instead I just lift my hips for him allowing him to remove my last piece of clothing. I close my eyes. I think I'm blushing up to my chest. It takes a little while before he does anything and I start to think he changed his mind. I'm about to shy away when I finally feel his hand wrap itself around my dick. I take a sharp breath and take my lower lip between my teeth, trying to supress more moans.

He starts off gently as if he's unsure. Understandable, since this must be the first time he's touched another guy's junk this way. Soon enough he seems to find some confidence and I have to bite my lip ever harder to not to make a sound. I don't want to wake Ike up.

It's so much better than anything I've ever imagine and I can't stop to wonder if he's touching me the same way he would touch himself. He picks up speed after a moment and I think it's gonna be it. I was so wrong again. His had leaves me and I open my eyes to see what's wrong, only to see him go down on me. I let out a loud cry the hotness of his mouth take me in. Stan lifts his head to look at me and I must stop myself from pushing his face back down.

"Shhh..." he simply says before going back to what he was doing. He takes me by the hips and lowers his mouth again. I know that I won't last long like this, so I try to commit every little detail to memory. I lift my arms and tangle my fingers in his black hair. I let them move to his ups and downs, following the movements of his mouth on me. I feel his tongue swirl around and my back arches off of the mattress.

That seems to encourage him further because I feel him try to take me in even deeper than he had before. I think I'm in heaven, he's so hot and wet I think it's going to be it again, but I feel him sitting back coughing a little. Stan has always had a bad gag reflex, it even surprise me that he was able to do this much without puking.

I try to reach for him to drag him closer to me… I try to wrap my arms around his neck and maybe even kiss him like he's never been kissed before. Instead he takes a hold of my shoulder and push me back down at arm length. I don't push back, I just stare him. So he doesn't want me to touch him. It breaks my heart a little, but I can understand, after all he said he was going to do this for me – nothing about letting me do anything to him. I don't understand why, because when I look at him, I see his messy hair, is half-lidded eyes and the way his breathing is so heavy… How can he not want this when everything points in the other direction?

He's looking everywhere but at my eyes. I'm about to ask him if he's okay when he releases my shoulder in favor of putting one of his finger in his mouth and coating it with saliva. Then I see that same finger making its way between my open legs and I tense up. "Stan!" I try to stay quiet but I'm getting really worried.

I know where this is going and I've only touched myself there a couple of times and never really enjoyed it. He sees my worry and he bends down to whisper to my ear. "Don't worry..." I can feel his hot breath on my ear and it turns me on even more. "Just try to relax."

I take a deep breath and then release it. I hide my face in the crook of his neck and I try to relax as his finger start gently teasing and massaging me down there. His other arm is wrapped around my back, keeping me close to him. My own hands are gripping the bed sheets since I can't touch him.

He only does that for a moment wetting his finger again every once in a while. When I'm totally relaxed in his arms, he starts pushing one inside of me. I grip the sheets tighter afraid it's gonna hurt, but it doesn't. It's a weird feeling, but not a bad one. He lets me time to adjust to this new feeling, just holding me, unmoving till I can't take it anymore and start moving on my own. I let out a groan and he seems to be getting the message because he starts moving too. I feel his fingers moving in and out of me and it's amazing. I rock myself harder against him and he follows suit by adding another finger.

He lies down on his stomach between my thighs and puts both of his fingers and his mouth to work. My mind goes blank, overpowered by pleasure. I want this moment to last forever.

I can feel his pace quicken as my breath accelerates. I think nothing can get any better than this, but then I feel him brush against something in me and I literally see stars.

"Fuck! Stan, I'm gonna..." I try to warn him put I'm already too far gone.

I scream his name one more time and I get hit by the best orgasm of my life. My hips leave the mattress as pleasure washes through me. He takes every bit of it without choking and when my bottom hits the mattress again he lets himself fall on top of me. I lazily run my finger through his hair again as he rest his head on my chest and I slowly come down from my high.

Silence sets itself between us, it's usually comfortable, but right now it's full of unsaid words, like there is something we both desperately need to communicate but neither of us will. So we just stay like this, me playing with his soft hair and him listening to the sound of my heart beat.

When I finally decide to move he crawls beside me and makes me turn on my side. He lies behind my back and wraps his arms around me tightly like we usually do. Spooning with him feels so familiar and reassuring; I'm just not usually this naked. I close my eyes and put my arms over his. I hear him whisper something behind my head but my mind is too tired to understand a word he's saying. I slowly feel myself drift, surrounded by the body heat of the one person I would give anything to have but never will.

.

.

When I wake up the next morning I feel cold. Covers have been thrown over my naked form but the heat I fell asleep with is nowhere near. I'm all alone and suddenly my bed feels too big for me.

Stan is gone, just like that without a word. Last night... It felt so good. It felt like I finally had that part of him that I've been yearning for so long. I was so delusional and, right now, with all the guilt and loneliness, I feel that it might have been the biggest mistake of my life… but I can't bring myself to regret even a second of it.

I love Stan and that's the truth. From the bottom of my heart I love him and if that was the only intimate moment I'll ever get to share with him, then I will cherish it and accept it as what it really was: a one night thing.