Stan felt shakes of fear and embarrassment run through his body. His best friend was making short work of his blue t-shirt, pulling it over his head and messing his dark hair. Kyle's tongue traced his nipples slowly, teasingly, and Stan tensed. Goosebumps rose on his arms and legs as Kyle began to suck them bright pink. This was so incredibly fucked-up. He needed more.

"Ka-Kyle..", Stan breathed.


"I'm really scared.."

The Jew moved his attention to Stan's lips, his hand groping downward to rub the head of his cock. Stan's breath caught in his throat. He moved needfully into Kyle's touch, the blush growing on his face deepened. Cartman was watching all this.

"Still scared?", Kyle purred.

He stopped fighting. his brain had shut down and his penis had taken over. Stan moaned as he felt his best friend's length rub against his own. It was too much. Stan finally kissed back tentatively, running his tongue along Kyle's soft lower lip. He could hear the familiar fap fap fap of masturbation while Cartman stroked himself watching them. It felt exhilarating, sexy, and embarrassing at the same time.

Kyle broke the kiss, darting his tongue out to break the strand of saliva still connecting them. He moved down Stan's chest again, leaving a train of kisses until he found what he was looking for. Stan started a little. Kissing was one thing, but this was... Kyle held the base firmly and went down, circling his tongue around the shaft as he went. Stan gulped as Kyle turned around on top of him, the feeling of warmth and wetness around him now was a bit overwhelming. Kyle went down on Stan deeper, placing and placed one knee on either side of his shoulders.

"I don't know what to do..", Stan choked out.

Cartman snickered, his breathing slightly hitched from his current occupation. "Just do it like they did in the porno, you faggot."

Stan had ears only for the boy who had his cock in his hands and mouth, who responded by rubbing his inner thigh comfortingly. He took a shaky, heated breath and grabbed Kyle's hips, guiding his penis into his mouth with his tongue. Stan tried to fight the tension building inside him steadily from the blowjob, at least enough to open his mouth. He felt the smooth skin slide over his tongue. He tried to sync his pace with Kyle but found the sensation overwhelming.

Cartman shifted his position on the bed to be closer to Stan. He ran a large hand over his neck and onto his chest. He took one nipple in between his fingers in a rolling motion. Stan's mouth tightened around Kyle, who was sucking faster now. He bucked his hips into Stan's mouth to keep up the stimulation, the stockier boy gagging a little.

Kyle tensed up and took his mouth off of Stan, gasping. He wrapped a hand around his cock and starting to stroke in place of his mouth.


Before Stan could process what Kyle had said his mouth was flooded with hot, sticky liquid. Kyle groaned and licked at Stan's hips, speeding up his stroking pace. Stan barely had time to swallow all of Kyle before his face was covered with release from another source.

"You guys..neah..such fags.."

Kyle pulled out and turned around on top of Stan. He kissed his cheek softly. "Holy fuck, thanks dude."

Stan looked up at Kyle and panted.

"Your turn, huh?", Kyle said with a grin. He moved down Stan's chest again, leaving small hickeys before enveloping him is his mouth once more. Stan leaned his head back and tried to control his breathing. Cartman pulled Stan up against him, the dark haired boy first giving a start before he set his large hands on Stan's chest and continued to pinch his nipples.

"Ah..guys..ha..ha...oh God.."

Stan bucked his hips into Kyle's mouth and clutched madly at the sheets. He could feel his balls pull closer to his body as he neared orgasm. "Fff-fuck!"

He came, moaning at the sensation of Kyle's throat contracting around him. Kyle gave Stan's cock a final lick before sitting up and licking his lips. He looked at Stan and Cartman wordlessly.

They sat breathing heavily for a few moments before Stan finally spoke.

"This never happened."

The other two nodded. Kyle turned around on the bed to grab his hat and noticed a red light blinking on Cartman's computer.

"Hey...what's that light for?"

Cartman looked over to where Kyle was pointing and his eyes widened.

"Son of a bitch."

"What?", Stan asked, obviously scared.

"My webcam's been on the whole time."