Kenny knew that when Butters was in his Professor Chaos costume, he was a completely different person. He wasn't the shy and timid boy. He was the mad mind hell-bent on taking over the world; more braver and assertive. More trickier and, well, sexy. Kenny had to say it, but, Butters was fucking sexy as Professor Chaos.

He was just more forward in the stupid shiny costume. More demanding and fearless. It was hard to stay in character for Kenny when he was in his Mysterion outfit. Hard to keep a straight face when Professor Chaos would lick his lips like so and raise an eyebrow up just right.

This strange liking started when Mysterion and Professor Chaos were up on one of the many buildings in South Park. Professor Chaos had another plan on destroying South Park and Mysterion was there to stop him. He didn't know what happened. They were first just talking, doing that old cliché villain rants his master plan to the hero thing. Suddenly, Chaos pushed Mysterion down, making the masked hero sit on the edge of the building. He put both his hands to Mysterion's lap and smirked coyly at him.

"Did anyone e-ever tell ya," Chaos whispered, "You look h-handsome in the moonlight, Mysterion?"

Mysterion blinked, speechless. He wasn't expecting this. Chaos chuckled seductively and leaned in close. Mysterion knew he should of pushed Chaos off, but his brain shut down when he felt those soft lips on his own. He could feel Chaos's hands rubbing slowly on his legs and it just made him shiver and moan a little in the kiss.

The kiss was suddenly over and Mysterion opened his eyes. Professor Chaos was gone. He blinked, removing his mask. Kenny wasn't sure what just happened but he decided to go home and take care of his little "problem".

From then on, whenever Mysterion and Professor Chaos were battling together, Mysterion couldn't stop himself from getting turned on. Not only that, it seems Chaos knew about it too. Why else would he do things that just seem so slutty to Mysterion? The bastard was gonna pay somehow, someway. It was driving Mysterion almost insane.

They were battling again. Professor Chaos had another devious plan and Mysterion was there to stop it. Mysterion was having the upper hand in the battle, but Chaos pulled a trick on him and knocked him out. The last thing Mysterion heard was that seductive chuckle.

When he finally came to, Mysterion found himself tied to a chair. He was in some dark room, with only a swinging light-bulb as a source of light. He saw Professor Chaos smirking at him in the darkness and Mysterion glared at him.

"What's the meaning of this, Chaos?" Mysterion growled.

"I b-brought you here to my secret lair so I-I can get rid of you once a-and for all, Mysterion!" Chaos said and did his "evil" laugh.

Mysterion glared again, but inside Kenny was trying very hard not to break character. Butters has been really working on his "evil laugh", but it didn't sound evil to him. It sounded so damn sexy to him and he didn't know why but he knew he just had to keep his cool. Chaos smirked again, lifting up one of his shiny gloved hands.

"So how do you plan on getting rid of me?" Mysterion growled again.

"O-Oh, you'll see soon enough, Mysterion." Chaos said and came up closer, his costume shining under the light-bulb.

In the light, that smirk looked lewd and Chaos's body movement was so enchanting, Kenny could feel himself slipping out of character. He cursed Butters for being so goddamn erotic as Professor Chaos in his head.

It didn't help at all when those blue eyes glimpsed down and playfully giggled. "Why, Mysterion! I didn't know you were s-so happy to see me!"

Mysterion looked down himself and then looked up, faced flushed red with embarrassment. Dammit all to Hell, he got a boner. Chaos giggled again and Mysterion looked away, still blushing. He heard Chaos come closer to him. His hands gently touched Mysterion's chest and Mysterion sucked in a breath. He looked back nervously.

"W-What are you doing?" He asked, losing his Mysterion voice.

"If you w-want," Chaos whispered, "I can t-take care of that for you."

"What?" Kenny screeched, completely dropping his Mysterion voice and all.

Chaos shushed him by putting his finger on Kenny's lips. He smirked at him again and went down on his knees. Kenny felt his heart beating like crazy, looking down at Butters. He wasn't serious, right? Does Butter think they were still playing?

"U-Uh, B-Butters-" Kenny said but gasped and bit his lower lip when he felt one of Chaos's hands rubbing his erection slowly.

"Who's this Butters? I'm P-Professor Chaos, remember?" Chaos whispered, smirking as he continued his actions.

Kenny whimpered, shivering all over. He looked down at Butters, who looked back up with a playful grin. Butters leaned down and gave the clothed erection a kiss. Kenny moaned at the sight and opened his legs more.

Chaos, or Butters, Kenny didn't care anymore, giggled again and reached for the buckle on the Mysterion outfit. He unbuckled it and slowly removed the belt, making it drop on the floor. He reached for the lower half of the outfit and pulled it down. Kenny was watching with anticipation, biting his lower lip hungrily.

Finally, Little Kenny was free and standing up tall and wet. Chaos leaned forward again and gave the tip a small lick. Kenny moaned again and Chaos smirked. He gently grabbed the base and gave the tip another lick.

"What a-a bad boy..." Chaos hissed lustfully, licking the underside as he looked up at Kenny.

Kenny moaned again, totally submitting to Chaos. The pleasure was intense and fuck, Chaos's mouth was so fucking hot. Kenny yelped when he felt Chaos take him all in his mouth. Chaos moaned, vibrating him and began to bob his head up and down slowly.

"S-S-Shiiiiiiiit...!" Kenny moaned, panting.

Butters continued bobbing his head, every now and then licking around Kenny's cock. Kenny had his head tilted back, eyes closed and moaning loudly. The whole room was getting hot and he couldn't stop sweating. He was lost in the feeling and felt like he was going to come undone soon.

It also seems Butters knew what he was doing too. He would hum or moan while taking Kenny in his mouth, glancing up to see Kenny's reaction and make slurping sounds. Kenny doesn't know if he should be happy about this or upset because this meant Butters has done this before.

His thoughts broke when Butters sucked on the tip again, making him yelp out again. Everything was becoming dizzy and Kenny felt like he was going to burst. Butters hummed again and Kenny gritted his teeth together.

"F-Fuck, B-Butters...I-I'm gonna...!"

Butters looked up at Kenny and relaxed his throat, taking him all in. Kenny panted, shaking and arched up as best as he could since he was still bound to the chair. He looked back down at Butters and broke when he winked at him.

Kenny tilted his head back and practically screamed out his orgasm. Butters tried his best to drink it up, but some spilled out of his mouth. He moved away from Kenny's crotch, panting a little himself. He got up and slowly moved to sit on Kenny's lap.

Kenny was still slightly out of it, trying to catch his breath. Butters gently removed Kenny's mask and removed his own helmet. He leaned in for a messy kiss, for he still had some of Kenny's cum in his mouth. Kenny moaned in the kiss, tasting himself and Butters into it. Butters broke the kiss and watched Kenny flutter his eyes open, still flushed red and panting.

"Fuck, Butters..." Kenny mumbled and Butters giggled.

"D-Did ya e-enjoyed it, K-Kenny?" Butters asked teasingly.

"Fuck yeah, I did." Kenny answered, smiling a bit.

Butters smiled at the answer and leaned to Kenny's ear, whispering "Can I-I tell y-ya a secret, K-Kenny?"

Kenny lightly shivered and nodded. Butters shyly looked away and whispered, "I-I've been w-wanting to do t-that f-for a long t-time."

"Are you serious?" Kenny asked and Butters nodded, blushing and biting his lower lip, trying to hide his smile.

"So, all that flirting from before, was that to me or Mysterion?" Kenny asked, furrowing his brows.

Butters deviously smiled. "C-Can I say b-both?"

Kenny chuckled and grinned at Butters. "And what you just did; where did you learn how to do all of that, Butters?"

Butters blushed, rubbing his knuckles together. "P-Porn." He answered.

Kenny laughed, shaking his head. He smiled at Butters, who giggled. "So, are you gonna let me out of this chair now?" He asked, trying to move his arms which are still tied.

"Hmm, I-I dunno. I k-kinda like y-you l-like this, Kenny." Butters said teasingly.

"Aw, c'mon. I can, you know, help you with your own little problem..." Kenny said, moving his hips upwards to meet Butters's.

Butters lightly moaned and smiled down at Kenny. "W-Well, when y-ya put it that way...Only o-on one c-condition."

"Sure, what is it?" Kenny asked.

"I-If we k-keep our costumes o-on." Butters said, smiling seductively.

"Damn, kinky much, Butters?" Kenny asked, grinning.

"I-I dragged y-you to my b-basement, t-tied you u-up and just g-gave you a B-BJ, Kenny. W-Wouldn't the thought o-of me being kinky come t-to you a l-long time ago?" Butters asked, lifting up a brow.

"We're in your basement?" Kenny asked, looking around.

"D-Duh. Where e-else would my secret l-lair be?" Butters said with a pout.

"Not so secret anymore though. Wait, if we're at your house, where are your parents?" Kenny asked.

"Out s-somewhere. They w-won't be back f-for a w-while. E-Enough questions now, m-mister." Butters muttered and moved his arms to untie Kenny.

Once the ropes were gone, Kenny pushed Butters to the ground, making the boy wrap his legs around him. He grinned at the boy, who was shocked and blushing. He playfully grind Butters, making him whimper.

"Pay back time, Chaos." Kenny growled in his Mysterion voice.

Author's Notes: I hope you all enjoyed that. |D I don't normally write smutty fics but the Bunny pairing needed some Mysterion/Professor Chaos madness. Please tell me what you think of it!

R/R please~!