At midnight, Butters flings his blankets away and creeps across his bedroom as quietly as possible, going for the bottom drawer on his dresser. He opens it very slowly, his heart pounding. The note in his locker said quarter after midnight. He'll have to run if he's going to make it. His father stayed up later than normal, and Butters had to wait until he was sure both parents were in bed, the house finally falling quiet. He can only hear his quick breath as he puts on his costume, smoothing the aluminum helmet down over his hair.

Getting the window open is the trickiest part; sometimes it creaks. Tonight he's lucky, and he steps out onto the tree branch that brushes up against the side of the house, leaving the window open just a little before he shimmies down toward the trunk. This part used to scare him, and in the winter it still does, the tree brittle with frost, incriminating lumps of snow dropping from its branches. It's May, and there's only a faint whiff of snow left in the air, just a breeze from the faraway mountaintops. Soon it will be hot, but tonight the temperature is perfect for a dash across the lawn, down the street, toward the industrial district. He thinks of the night last month when he showed up late and waited for an hour before giving up, and he runs faster, his cape flapping behind him.

His lungs are burning by the time he gets there, and he's sweating despite his sleeveless shirt. He stops running and braces himself against the gate of the storage facility that the note indicated. When he's recovered somewhat he hoists himself up onto the fence with a grunt and vaults over it, landing as quietly as he can on the other side. He slinks into the shadows, careful to avoid the security cameras. The only sound in the storage complex is from a few dried up leaves that are scattering across the pavement in the breeze. He wishes his costume included a watch, prays that he's not too late.

"Hey, Professor."

He sucks in his breath and looks up, hoping that Kenny didn't hear him gasp. He's up on the roof of one of the storage lockers, smirking at Butters from behind his Mysterion mask.

"Mysterion." Butters only uses Kenny's real name when he's completely lost control, and the whole point of these meetings is to learn how to not do that. Kenny jumps down from the roof and lands on the balls of his feet, one hand braced against the ground. He seems small for a moment, his cape spilling over his shoulders, but when he stands Butters feels tiny in comparison. He curls his hands into fists, his aluminum gloves crinkling.

"You got my note," Kenny says. He's still smiling like he thinks Butters is hilarious.

"No, I was just out for a stroll," Butters says. "Of course I got your note! Are you ready?"

"I'm always ready. But you sound kind of winded. Did you run here?"

"No." Butters doesn't want to explain about needing to sneak out, the delicacy of the situation with his parents, but Kenny knows all about that, anyway. "I'm just – agitated."

"Agitated?" Kenny walks closer, towering over him. Butters is still waiting for his growth spurt. They'll be seniors in high school next year, and he's starting to think it's not going to come. "You need a minute to calm down?"

"I don't want to be calm!" Butters shoves him away. "I want to fight!"

"Alright, then. Weapons?"

"Um." Butters looks around for what's available. He didn't have time to stop and find something on the way here. There's not much, but over in the corner of the storage facility there's a partially destroyed crate. "We could use the boards from that thing," he says, pointing. Kenny turns to look.

"They'll be sharp," he says.

"So? I'm not scared."

"Fine. C'mon." He takes Butters' arm and pulls him toward the crate. They move stealthily, their backs to the doors of the storage lockers, using the shadows to hide from the security camera. Kenny is good at this, so Butters lets him hold his arm until they've reached the opposite corner. When they've arrived he yanks free and goes for the crate, pulling at a loose plank, trying to break it off.

"Need some help?" Kenny asks.

"No!" Butters is still breathless from his run, and he curses the plank when it resists his efforts. Kenny sighs and brushes him aside. He kicks at the crate until three slats have broken off and gestures to them like he's a game show host offering a prize.

"You pick first," Kenny says. Butters chooses the biggest hunk of wood, one that's jagged on both ends. Kenny picks up the other two.

"You can't use both!" Butters says.

"You're just mad that you didn't think of it," Kenny says, holding one piece in each hand. Butters huffs.

"That's not fair."

"Fair? You're the supervillain."

"We have rules and you know it!" Butters feels his cheeks turning pink. He hopes his helmet will hide it, but Kenny is smiling again, so it probably doesn't.

"Yeah, we do have rules," Kenny says. He throws one of the boards down and lifts the other one like a sword. "I guess we're playing by the usual ones tonight?"

"Yes," Butters says, flushing harder. He raises his weapon. "Ready?"

"Come and get me, Professor."

Kenny takes off running, which is jarring. It's not his usual strategy. Butters runs after him, growling under his breath, his board raised over his head. Kenny isn't running as fast as he could if he wanted to; he must be leading Butters into some trap. He doesn't have much choice but to follow. When they've almost reached the outer fence, Kenny whirls on him suddenly and reaches for his board. Butters gasps and darts away, then runs at him again, trying to whack him. Kenny jumps out of the way and grabs for Butters' weapon again, getting slapped in the arm instead.

"Ouch, Professor," he says, grinning.

"I hope it leaves a bruise!" Butters says. He still has a scar at the corner of his left eye from Kenny's ninja star.

"Shh," Kenny says. "I'm not the one who'll get in trouble if we're caught out here." He dashes behind Butters and whacks him on the ass with his board. Butters shouts with rage, swinging blindly and missing. Kenny laughs and runs for the fence. When he gets there he scrambles under a loose section in the chain link.

"What are you doing?" Butters asks. "Running away?"

"Gonna come catch me?" Kenny asks. He's standing on the other side of the fence, smiling. He's not even short of breath, and he leans on his weapon like it's a cane as he watches Butters crawl under the fence.

"No attacking me until I'm on the other side," Butters says, trying to worm under the fence without tearing his costume.

"Fair enough," Kenny says. As soon as Butters stands, thinking of what his mother would say if she saw these dirt stains on his pants, Kenny grabs for his board. Butters catches his hand, realizing this was a mistake the moment he does it. Kenny laughs and yanks Butters to him, spinning him around and pinning him against his chest.

"Stop!" Butters says, struggling in Kenny's grip. Kenny lifts him off the ground easily, Butters kicking at the air like an overturned hermit crab. The only advantage to this unfortunate scenario is that Kenny is too busy holding on to Butters to manage to get his weapon from him. Butters elbows him hard in the stomach, and Kenny releases him with an oof.

"Shit, Butters," he says, coughing.

"My name is Professor Chaos!" Butters goes for the hood on Kenny's cape, but Kenny recovers quickly enough to evade him. He stumbles away, and Butters takes a quick look at their surroundings. They're in an empty field behind the storage facility, bugs singing in the weeds.

"Now you've pissed me off," Kenny says, his eyes flashing darkly from the holes in his mask. Butters runs at him, lifting his board, experiencing a sudden surge of confidence. Kenny has never confessed to any emotion but amusement during their fights. Maybe tonight is the night Butters will finally beat him. All he has to do is get that hood off, but Kenny is so goddamn tall.

Their boards clash together, both of them grimacing. Kenny is stronger, and Butters knows he won't be able to hold his own for long as they push against each other. He's slipping backward, trying to come up with a plan. He'll have to get Kenny on the ground if he's going to get that hood off. He pretends to trip, and as soon as his ass hits the ground Kenny is on top of him, pressing his arm across Butters' chest. Butters goes for the hood, but he's too slow, the wind knocked out of him by the fall.

"Nice try," Kenny says. His teeth are gritted, and his smile is more of a grimace when he pushes Butters' helmet off.

"No!" Butters says, but it's already too late. He whines with defeat and reaches up to grab his helmet, pulling it back on. It's crumpled, and he scowls up at Kenny's triumphant grin as he reforms it.

"Looks like I won," Kenny says.

"Barely! Argh, God. Fine." Butters throws his board into the weeds, and the bugs are silenced for a moment. Kenny tosses his away, too, still smiling, straddling Butters' hips.

"You know," Kenny says, looking down at Butters, who is now his prisoner. It's the rules. "I think you did leave a bruise." He rubs at his arm. Butters keeps his eyes narrowed, adrenaline still pulsing through his body, making him feel hot all over.

"Good," he says. "I wanted to."

"Did you?"


"Should I give you one, too?" Kenny lowers his face down to Butters'. He's still wearing his mask, his hood. "Right here, maybe?" He presses two fingers to Butters' neck.

"Don't," Butters says, weakly. "My parents would see, they'd –"

"Okay, alright," Kenny says. He sinks down lower, until Butters can feel his hot breath on his neck. Butters closes his eyes, his hands closing into fists again. He's already hard, and he whimpers when Kenny licks his neck. "I'll be gentle," Kenny says, whispering the words against his skin.

"Please," Butters says, not sure what he's begging for. He gets his answer when Kenny kisses him hard on the mouth, his breath still a little choppy from their fight. Butters is panting, his hands uncurling at his sides as the tension drains from his body. The fight is over. He lost, again. He's not sure that he'd do anything differently if he ever won, if Kenny was his captive. He rubs himself up against Kenny when Kenny's tongue slides against his.

"You taste good, Professor," Kenny says. His voice is deeper, and his eyes are darker, the pupils fattening.

"Ngh," Butters says, not capable of anything more eloquent with Kenny's knee rubbing between his legs. Butters throws his head back and lets Kenny kiss his neck, maybe hard enough to leave bruises. He doesn't care at the moment.

"This is why they call you Butters," Kenny says. "You melt."

"That's not why," Butters says, huffing. "It's – ah. My name isn't Butters, it's, it's Prof-mph."

He loops his arms around Kenny's neck and kisses him back. Kenny tastes good, too, like smoke and cinnamon gum. Butters could get off just like this, his hips bucking and his cock still trapped in his pants, Kenny's knee grinding down against it. Kenny tries to take his helmet off and Butters reaches up to hold it in place.

"Leave it on," Butters says, panting.

"Why? I like your hair."

"If I take mine off you have to take yours off, too."

Kenny considers this for a moment. He shrugs and kisses Butters again, leaving his helmet in place. His hands travel down over Butters' body while they kiss, and Butters spreads his legs, ready to be touched anywhere, everywhere. They were only eleven when they started playing this game. Back then, Kenny would just make Butters lift up his shirt and show him his nipples. Over the years, he started asking for other things, and Butters never wanted to say no, even if he was mad that he'd lost the fight.

"Yeah," Butters says when Kenny pushes up his shirt to kiss his stomach. Kenny moans like Butters is a meal he's been waiting days to eat. He moves up to lick over his ribs and laughs when Butters pulls his shirt up higher, exposing his nipples without needing to be asked. Butters flushes hard, though it's not as if Kenny doesn't know by now: what he likes, what makes him melt. He sighs and arches when Kenny licks and then sucks at his left nipple, cries out when Kenny pulls it between his teeth.

"Shh," Kenny whispers. He licks the swollen nipple, soft again.

"M-Mysterion," Butters says. It takes some effort to call him that now, but calling him Kenny always makes Butters feel like he's been stripped of his armor. At school, they don't even look at each other when they pass in the hallways.


"Ah, can you?" Butters says, reaching between his legs. He fumbles at the button on his pants, hands shaking, and Kenny brushes his fingers aside.

"Allow me," he says. He thumbs the button open but doesn't pull down the zipper, just scoots down to mouth at Butters' erection through his pants. Butters shouts again, opening his legs as widely as he can.

"Try to be quiet, okay?" Kenny says. He kisses the bulge in Butters' pants, staring up at him. "I don't want them putting bars on your window."

Butters moans unhappily at the thought, and bites down on his knuckles to keep quiet as Kenny pulls down his zipper.

"Should I tell you what I'm going to do to you, Professor?" Kenny asks. "Do you have the right to know, as my captive?"

"Y-yes. Tell me."

"Well." Kenny pulls Butters' fly open but doesn't take his cock out, just cups his hand around it. "I'm going to suck your cock. Your come only makes me stronger, Chaos. I'm going to make you come so hard, so much, and I'm going to swallow it all down."

"Kenny!" There it is, so early in the game. Butters bites his knuckles hard enough to leave marks. His parents will ask questions tomorrow. Kenny raises his eyebrows.


"N-never mind. What else?"

"What else, hmm. Well, when you're all weak and trembling from coming down my throat, I'm gonna use some of this magic potion I brought with me-" He pulls a bottle of lube from the little box on his utility belt. "I'm going to use it on you, Professor, until you're begging for mercy, and then I'm gonna fuck you, baby, really hard."

Butters scowls. "Don't call me baby."

"Sorry, Buttercup."


"Shut up, Professor." Kenny crawls up to kiss him, sucking the breath from his lungs. Butters shuts up, and bites his hand hard enough to draw blood when Kenny sucks him. He's so obscenely good at this. Not that Butters has ever had it from someone else. There's graffiti in the boys' room at school that says Kenny is a cocksucker, so he must have had practice with others. Butters hates to think about it. He grabs hold of Kenny's hood and tries not to dwell on it. He would take his helmet off if Kenny took off his mask and hood, or even just his hood. Butters wants to bury his hands in Kenny's hair, wants to run his fingers through it.

He is begging by the time Kenny slides his cock in, after what feels like hours of being teased with his fingers. Butters moans with relief as Kenny finally gives him what he needs, this fullness, this closeness, his big fucking dick. They were fifteen the first time they tried it, and Butters was still too small. He couldn't take it. He cried. Kenny kissed him and whispered that it was okay. Butters knew it was okay, but he cried himself sick anyway, couldn't seem to stop once he'd started, until it wasn't just about the sex anymore, it was all the tears he'd ever managed to hold back. It felt like a long conversation that they had without words, Butters sniffling and Kenny petting him, kissing him, holding him in his lap. Butters kind of thought they'd be boyfriends after that, but they weren't.

"You like that, Professor?" Kenny asks, looming over him, his cape hiding Butters' naked thighs, his bent knees, curled toes. Butters moans and nods, licking at Kenny's lips, trying to kiss him though they're fucking too hard to do it properly, both of them rocking into it. Butters is going to come again, his cock leaking against Kenny's stomach, onto his costume.

"Kenny, ah," he says, whispering.

"Take that fucking dick," Kenny says, growling the words out. He's close to coming; he always gets a filthy mouth when he's about to unload. Butters loves it. He reaches up under the cape to grab Kenny's bare ass.

"Harder," Butters says, his voice breaking. Kenny grunts and plants his hands on either side of Butters' head, leaning back. Butters jerks himself while Kenny slams into him, screams his name when he comes. His real name.

Kenny just moans when he finishes, dropping down onto Butters. He's panting, his hips still working as he empties himself into Butters, who groans at the thought. Your come makes me stronger. The inverse feels true as Butters winds his trembling arms around Kenny's neck, but he's glad to have it, even if it makes him weaker.

Neither of them talks or moves for awhile. It's tradition: the cease fire. In the weeds, the bugs are still singing, but they've quieted now, as if they're not sure how to go on with their lives after what they just witnessed. Butters laughs, thinking this, and Kenny leans up onto his elbows.

"What?" he says.

"Take your mask off," Butters says.


"Because. Your face."

"My face?"

"I like it." Butters reaches up to push Kenny's hood off first, surprised when he allows him to do it. They're both weakened by this, stunned in the aftermath. He works Kenny's mask off next, and his eyes burn, because he can't remember the last time Kenny looked at him like this, unhidden. His hair is a mess. Butters straightens it for him.

"I guess I'm your captive now," Kenny says. Butters sighs. He shakes his head.

"I don't want to play anymore," he says.

"Never again?"

"No, just not right now."

Kenny pulls out of him, but he doesn't get up, doesn't even put his underwear back on. He flops onto his side and leaves part of his cape draped over Butters. He touches Butters' neck, checking for marks.

"You were late," Kenny says. "Did they – were they –"

"They didn't do anything." That's none of Kenny's business. He used to bus tables at Bennigan's, and he lost the job when he dumped an entire pitcher of Pepsi on Butters' father's lap. Probably not a coincidence.

"Sometimes I'm afraid they really will bar your window," Kenny says. He's touching Butters' face now, not checking for kiss marks, just touching him.

"You could do this with someone else if they did."

"Jesus, no I couldn't. There's nobody else like you." Kenny's fingers brush the scar at the corner of Butters' eye, and Butters flinches. "I did this," Kenny says.

"A long time ago."

"We were the only ones who were playing for real," Kenny says. He sits up on his elbow and looks around the empty field. "And look what happened."

"I wasn't allowed to play with you anymore," Butters says. "They still have that rule."

"No Kenny allowed."


Kenny kisses the scar very softly, like it's still fresh. Butters closes his eyes and leaves them shut. He thinks of how hard it will be to get up that tree, as tired as he is. He's dirt-caked and sweaty, and if his parents saw him like this they would send him away, to a place where turning eighteen wouldn't matter, his rights to any claim of sanity revoked forever.

"So I shouldn't bother asking them for your hand in marriage?" Kenny says. Butters laughs, his eyes still shut.

"Their hair would turn white," he says. "Like those people who've seen ghosts."

"What people – never mind. Butters, uh." Kenny fits his hand over Butters' hip, squeezes. "You know that's why I, like. Don't talk to you. 'Cause it would get back to them. 'Cause they'd murder you."

"They wouldn't murder me," Butters says. Maybe they would. His heart is beating fast. He can feel Kenny staring at him, wanting him to look back, but he can't do it. He rubs his fists together.

"You make me do the stupidest shit," Kenny says, and Butters does look at him then, frowning, because he sounds angry. "I mean, look at me. I'm seventeen years old and this is how I'm getting laid. Jesus Christ."

"I don't make you do anything!" Butters tries to sit up, but Kenny pushes him back down. "If you don't want to do this, don't!"

"I do! That's the problem. You make me want to do this. It's fun."

"Then why are you complaining?" Butters has a widening hole in his chest and Kenny is like a bandage, keeping it closed. If he tears himself free Butters is done for.

"I'm complaining because look at what I'm willing to do for you, and you still think I'm just being an asshole when I don't, like. Take you to school dances."

"I don't think that!"

"Yes, you do! I feel like an asshole for not doing that kind of crap, and I wouldn't even do it for a chick. Shit, you know what. Forget it." He sits up, and Butters feels the hole in his chest get bigger, but Kenny doesn't go far. He sits up beside Butters and pulls something else out of the utility belt. Cigarettes. He lights one, cursing under his breath and staring at the horizon, scowling.

Butters pulls his underwear back up and tucks himself in, finds his pants and slaps the dirt off of them. He puts them back on, still sitting on the ground. He takes off his helmet and presses it flat, folds it up.

"You've ruined it," Kenny says sadly, watching this from the corner of his eye.

"I can make another one. It's not hard." Butters scoots over and puts his chin on Kenny's shoulder. He wraps his arms around Kenny's chest, feeling for his heartbeat. Kenny sucks in a deep breath and lets it out in an angry huff, smoke pouring from his nose.

"How come you like my hair?" Butters asks.

"I don't know. How come you like my face?" Kenny turns to look at Butters, blinks. "It's fluffy," he says, angrily, like Butters forced this out of him at gunpoint.

"You have freckles," Butters says. Kenny smirks.

"No, I don't. You must be thinking of the other guy who fucks you while wearing a superhero costume."

"You do! Only in summer, though. They come out right here." He touches the skin just under Kenny's eyes and over the bridge of his nose.

"I guess you're right," Kenny says, muttering. "So, that's it? It's seasonal? The rest of the year you don't like my face?"

"It's pretty good right now."

"Thanks, Butters. Oh, sorry. Professor."

"You can call me Butters if you want."

They walk home together. It's two o'clock in the morning, a school night, and nothing is stirring in all of South Park, just them. Kenny is carrying his mask and hood, smoking another cigarette. Butters has folded up his helmet and put it in the pocket of his pants.

"What if you got back and they were awake?" Kenny asks.

"I'd be a dead man," Butters says.

"Well. Your ghost could come live at my house. My parents wouldn't even notice."

"Yes, they would."

"Not that you'd want to live there," Kenny says. They come to the street that Butters' house is on, and Kenny stops walking. He seems depressed. Butters gives him a hug.

"I'd figure another way out if they barred the window," Butters says. He steps back, but Kenny pulls him close again. He throws the cigarette down and lets Butters stomp it out.

"Why do we do that?" Kenny asks, staring down at the crushed cigarette butt. Butters looks at it, too.

"Do what?"

"Why do you step on my cigarettes? When did that start? It bothers me when you're not there and I have to do it myself. What the fuck is wrong with us?"

"Nothing," Butters says. "Or, a lot." He leans up to kiss Kenny. "I gotta go."

"I know you do. Shit, dude. You want to cut school with me tomorrow?"

"I can't. My parents call every day to make sure I went to class. Every class."

"Oh, yeah. Hey, you know why I hate them? Because I feel like you were mine first. Isn't that stupid?"

Butters smiles. He looks down at his hands. He's doing that thing, the fist rubbing thing that his parents hate. Kenny likes it, though.

"It's not that stupid," he says.

"Well, whatever," Kenny says. He cups his hands around Butters' fists and brings them up to his lips, kisses his knuckles. "You're gonna be mine when you're not theirs anymore. That's all that really matters. I'll get the last fucking laugh."

"Yeah," Butters says, breathing the word out, and he kisses Kenny again, hard and for too long, until he just wants to fall asleep right where he is, against Kenny's chest.

He makes it up the tree, through the window, back into the house. His parents aren't there waiting for him, not yet wielding bars and padlocks, chains. The house is quiet, and Butters sits on his bed for a long time in his half-ruined costume, the window open behind him. He's going to write about this in his diary, a truly epic battle, but he wants to let it live in his head for a little while longer, brand new.

(the end)