Soundtrack: Splendid (Tom Caruana remix) - Professor Elemental

"How's the work going, sweetheart?" Butters' mom asks him, poking her head into the room, "I made a pot of peppermint tea, would you like me to bring you a cup?"

Ignoring the fact that he told his mom specifically not to bother him while he was studying for all his finals, Butters sighs and replies, "Yeah, thanks mom."

She ducks away and returns not a minute later with a china teacup and saucer, steam curling from it, and sets it beside Butters' laptop, where he has Wikipedia up, and a porn window behind it for de-stress breaks. She kisses him on top of his head and closes the door behind her when she leaves.

Butters tries to shake the tension from his shoulders, and reminds himself not to be too mad at her. She means well, even if she didn't listen to his request to be left alone for the entirety of the night. Butters blows across the top of the teacup and takes a hesitant sip. The hot tea burns his tongue and he slams the cup down in its saucer with a clatter, swearing, "God damn it."

At this rate, he'll never pass any of his finals. His grades will swirl down the proverbial toilet, and he'll be turned out of his home, doomed to walk the streets as a no-good, rotten failure.

No, he tells himself, don't think that way. Or you'll never get your studying done, and then what'll happen? He lets out a long exhale, rubs his eyes, and turns back to the computer. His Calculus textbook sits split open between the keyboard and monitor, and when Butters looks down at it, the numbers and symbols blur and double.

Again, he shakes himself out of it.

Butters takes notes until his hand aches something awful, until his throat is dry, until his eyes itch and droop, until he wants nothing more than to curl into bed and sleep for a million years straight. It's then that he glances at the time – three in the morning. So much for a good night's rest before a day of tests.

He slides out of his computer chair, back sore. Pinpricks of pain titter across his spine.

He's so tired that he doesn't even change into pajamas. He just flops back onto his bed. As soon as his head hits the pillow, he's dead to the world.

Butters' alarm rings shrilly at half-past five in the morning. He doesn't bother to hit snooze. He's going to squeeze in just a little more study time right before the tests so that it's fresh in his mind when the scantron hits his desk.

He dresses sluggishly, looking a little less together than he typically does in a pair of worn-out jeans and a t-shirt from last year's play tight across his chest. When Butters looks in the mirror, dark circles curl around his eyes, and no matter how he combs it, his hair won't stay down.

Butters makes coffee for himself in the kitchen – usually he can't abide the stuff, but he needs the extra boost today – and pours it into a travel mug that he got when he ran a half-marathon a couple of springs ago.

The drive to school is short, for which he's more thankful than he can say. He doesn't know if he could stay awake through anything longer than a jaunt down the block.

And like usual, the school is deserted when he walks in. He goes to make a nest at a cafeteria table, setting down his books with a slam that echoes through the empty, mostly-dark high school.

No more than two minutes into his World History review, Butters hears behind him, "You look like shit, Stotch."

Butters turns, about to chew out the perpetrator, and sees Kenny McCormick standing behind him, hands tucked into the pockets of his orange sweatshirt. His hair looks like it hasn't seen a brush in days, and his clothes are all wrinkled, like he just woke up.

"What are you doing here so early?" asks Butters.

"Slept here," Kenny shrugs.

"At the school?" Butters asks, bewildered, "Why?"

"Didn't want to go home, I guess," Kenny answers, and yawns, "Plus they've got muffins and stuff stored back in here. You just gotta know how to pick the lock right."

"Kenny, that's stealing," Butters admonishes.

"Eh," is all that Kenny can come up with in response to this, "So, why the long face? Finals?" Kenny slides into the spot next to Butters at the table and yawns again. He gives Butters a sleepy grin, one that makes Butters' stomach hurt a little. He doesn't like the feeling, and makes himself look away.

Still, he responds, "Yeah. I just – don't want to fail. I'm not smart like Wendy or Kyle, so I gotta study to make sure I keep up my grades."

"I think you need to give your brain a break, buddy," Kenny tells him, "It's not healthy to stress that much about some dumb tests. Why would you wanna be like Wendy or Kyle, anyway? Those guys are so high strung, man. They shit themselves over this kind of stuff."

"I wanna make sure everything is fresh in my mind, is all," Butters says, a little offended.

"Aw, come on," Kenny prods, "Don't be mad at me. You wanna know what always helps me?"

"Don't tell me," Butters says, and holds up a hand, "Sex?"

"Exactly," Kenny smiles, "A nice, solid fuck. I always do better if I take care of Little Kenny, too." He pats his crotch, and Butters tries not to laugh. He bites down a smile.

"I-I don't really have that option," Butters tells him with a short huff, "My first test is in an hour."

"That's plenty of time," Kenny says, and winks.

"Kenny, you're the only one here," Butters exasperatedly responds.

"What, are you saying you wouldn't boink me? I'm hurt," Kenny replies.

"Y-You're a boy," Butters stammers.

Kenny lifts a brow, "Yeah. So? You could be on top. I'm flexible."

Butters turns bright pink. When he manages to find his voice, his words are higher than usual, "Are you – are you serious?"

"Yeah," Kenny answers candidly, "Why not?"

"C-Cause we're at school," Butters replies, "I've never even done it with a boy before! I don't know how to that, I've only ever been with girls, and even then I was pretty bad at it." He's red in the face now, and his throat feels stopped up. His eyes burn like he might cry, because he's embarrassed and stressed out and scared.

"Whoa," Kenny says, "Hey, it's okay. It was just a suggestion, don't worry about it." He sits up straighter and leans over nearer to Butters. He puts a hand on Butters' shoulder and kneads his knuckles into the muscle for a moment.

A noise slips out of Butters before he can help it, a soft sound of pleasured relief at the touch of Kenny's fingers. He feels the tension slip out of him as Kenny works on him with his hands, and melts back toward him.

And then Kenny shifts away.

"Did that help?" he asks.

Butters feels his blush creep back onto his cheeks, and he nods. He asks, a little ball of nerves winding around in his gut, "Can you, um, keep doin' that?"

"Sure," Kenny agrees, and leans in to keep massaging Butters' sore back.

Warmth lights inside Butters, spreading through him like a tiny flame, growing bigger, and bigger, until he realizes it's out of control – he's consumed, a roaring inferno now, and he jerks around to face Kenny, gripping him by the gnawed-on strings of his hoodie. He yanks Kenny forward into a kiss – his first one with a boy. Kenny stills in surprise at first, but falls into it easily, slipping his tongue inside Butters' mouth.

He's pierced there.

Butters moans a little bit.

Kenny draws away at that. His blue eyes are suddenly intense, pupils huge and clouded with heat. He licks his lips and asks, "Did you change your mind? About my offer?"

Butters considers this for a moment, equal parts anticipant and afraid. But it sounds nice, unwinding with Kenny, and so after a bit of silence, he replies, "Yeah. Okay. But where?"

A smirk slips into place on Kenny's face and he asks, "What final's got you most stressed out?"

"Calculus," Butters answers.

"You wanna do it in your classroom?" suggests Kenny.

Butters can't help it. He grins back, and says, "Yes."

Kenny stands and stretches while Butters gathers his book, heart racing faster with each second. Kenny guides him through the school, and to the hallway, whose double doors are locked. Kenny, however, isn't fazed, and picks it open with ease. The door swings back with a creak that echoes in the dark.

Butters feels dangerous slinking through the unlit hallway, but Kenny strides through as though he does this every day. Kenny stops to press Butters back against some lockers, and leans down to kiss him. His lips are dry but he tastes good, different than girls do. Bebe tastes like strawberry lipgloss and fruity gum, and Sally tastes like plain chapstick and Tic-Tacs. Kenny tastes like cigarettes and cinnamon muffin. His body feels different, too. He's angular and it's strange having a flat chest pressed against him.

Underneath their jeans, Butters feels Kenny's erection rub against him.

There's that, too. Butters likes it, more than he thought he would. It makes him hot under his clothes.

"You're gettin' hard, Butters," Kenny whispers into his ear.

"Y-Yeah," Butters draws out.

Kenny gives Butters a toothy grin and sticks out his tongue. A small silver ball glints in the center of it. The sight goes straight to Butters' cock, and he grabs Kenny's hand, yanking him forward, toward the Calculus classroom.

"Eager, much," Kenny laughs, but stumbles after Butters as they jog through the hallway.

Kenny has to pick the lock on the classroom door, too, though this one is quicker than the hallway lock. Butters tugs Kenny inside and yanks his sweatshirt up over his head in the process, throwing it down on the floor.

"Can I take off your shirt, too?" asks Butters, abruptly feeling a little shy. He's seen guys in the locker room, sure, but seeing a boy's naked body feels very different in this circumstance.

Kenny licks his lips and smiles. He nods, and Butters steps forward. He pulls Kenny's Flogging Molly t-shirt up by the hem and over his head, letting it fall onto the cheap carpet. Kenny is thin – wiry, almost. Butters runs his palms down his chest, thumbing over pierced nipples. He comments, "Y'pierced everywhere, or what?"

"Mostly everywhere," Kenny replies, and winks.

He's tattooed, too. The ink winds down his arms in a pair of fierce-eyed dragons. Two swords cross across his collarbone, dripping with blood and tangled in roses. Impulsively, Butters leans down and kisses where the two swords cross. Kenny lets out a little breath at this, and Butters keeps kissing, moving his lips up and up over his neck and down his stubble-covered jaw, until he comes to Kenny's lips again. Their breath mingles together for a moment before their lips touch. The kiss deepens instantly.

Butters moans into Kenny's mouth this time.

"Can you – take clothes off too?" Kenny asks hopefully.

Butters turns a little pink and chuckles. He steps back to pull his t-shirt up. Before it even hits the ground, Kenny lets out a long whistle and a, "Damn. You got – a real nice body, dude." Butters flushes a little more at the compliment. His shoulders are broader than Kenny's, and he's definitely more filled-out. But swimming has given him muscle definition.

So yeah, Butters supposes that he does have a nice body.

But Kenny does too.

"I like yours, too," Butters tells him, "Is it as nice on bottom?"

Kenny smirks, "Even better, in my opinion." He undoes his fly and wiggles out of his pants, casting them aside. His legs are long and skinny, too, tattooed like his arms and chest, and scarred like those places are too. But it's the tent in Kenny's plaid boxers that Butters zeroes in on. His tongue feels heavy in his mouth when he looks at it, because he did that. He made Kenny hard. He made a boy want him. It's equal parts strange and wonderful, and makes him hover in closer.

"Can I touch you?" Butters asks softly.

"Hell yeah, you can," Kenny chuckles, and kisses right below Butters' ear, nipping at his earlobe.

Butters inhales and reaches forward. At first he's only brave enough to run his fingertips along the length of it, but when a helpless whine comes from Kenny at the contact, Butters reaches inside his boxers and takes Kenny's cock entirely in his fist.

It feels amazing.

"I wanna see," Butters manages – and he's never seen a pair of boxers disappear so fast in his entire life.

Kenny looks incredible naked. Butters doesn't know that he's ever felt like this in a sexual situation, entranced and hungry and needy. All he can manage is, "You're – wow," before he jerks forward to touch Kenny again, skating fingertips over hipbones and down to the junction of his thighs. Butters is on his knees, then, and before he even realizes what he's doing, he licks the tip of Kenny's cock.

Butters wrinkles his nose and murmurs, "Tastes funny," which earns another belly-laugh from Kenny.

But Butters ducks in again anyway, this time licking along the underside of his cock, and working his way back to the head. He glances up at Kenny shyly. Kenny's lips are parted and he lets out a groan. His long fingers thread into Butters hair, drawing him in closer. Kenny's cock is heavy on his tongue, and tastes good, way too good.

And suddenly Butters needs to be with him.

He rears up and unzips his jeans, ripping them off. It only occurs to Butters when his briefs are all the way across the room that he doesn't know how to fuck a boy. He turns to Kenny and stutters, "I-I don't really know what to do after this."

"Depends on what you want," Kenny swallows and his Adam's apple bobs under his skin, "C'mere," he adds.

Butters obeys, and Kenny brings him even closer. Kenny wraps his big hands around both of their erections, pressing them up against each other. A shiver runs up Butters' spine, and Kenny says, "We can do it like this."

He moves his fist over both of them and Butters whines.

Kenny goes on, "Or I could be inside you," and kisses Butters' smooth jaw, "but for your first time that might not be the best idea."

He moves his fist again and Butters gasps.

"Or…you could be inside me," Kenny says, "I've done that before. And I liked it. If you want that. Or…we can just keep doing this." He strokes again and Butters leans his head on Kenny's shoulder and kisses his neck.

Butters' breath starts coming out heavily, and it takes a moment for him to collect his thoughts before he says, "Can I – can I fuck you?"

Kenny smiles.

"I still don't know how," Butters says.

Kenny pecks a kiss to Butters' lips and assures him, "I'll guide you through it, don't worry about it."

He pulls away from Butters and crosses the classroom, where his jeans are draped over the bookcase underneath the window. He reaches into the right pocket and retrieves something – an enormous bottle of lube and a string of condoms.

"Jesus, Ken," Butters remarks.

"Hey, I come prepared," he says, and winks again. Kenny sets these things on one of the chairs attached to a desk, and places his hands on his hips, assessing the situation. A second later, Kenny tosses the lube to Butters, who drops it on the floor instead of catching it. Kenny bends over the desk and asks, "You okay doing it standing up?"

"I think so," Butters says.

"It's prolly easier for you this way," Kenny assures him, "Lube up your fingers, Stotch – unless you want me to do that part, 'cause I can."

Butters defends, "No, I reckon I can."

He comes up behind Kenny and opens the bottle, squeezing lube onto his hand. Only, Butters squeezes a little too hard and I kind of goes everywhere – on Butters' hand, Kenny's ass, the desk that they're bent over. Kenny laughs again. Butters is really starting to like that sound.

"Okay, n-now what?" asks Butters.

"You touch me," instructs Kenny, "Start real slow, okay? Just use one finger and work your way up."

Butters nods even though he knows Kenny can't see him, and skates his finger along the crack of Kenny's ass. He takes a breath to steel himself, and starts pressing the tip of one finger inside Kenny. He's hot there, and tight.

Kenny mmms and presses back against Butters' finger just a bit. He says, voice thinner than before, "You don't have to go that slow."

Butters reaches a little more, massaging a bit. He hits something inside Kenny and Kenny cries out, his hands curling around the edge of the desk until his knuckles whiten. The muscles in Kenny's shoulders hypnotize Butters as he moves that single finger, in and out, in and out, crooking against that spot inside Kenny to make him cry out again.

"More," Kenny hoarsely says, "Give me more."

Butters obeys, pressing in a second finger.

When Kenny starts to move his hips back against Butters' hand, bucking into the slippery touch, and compliments, "You're doin' real good, dude, real good," Butters dares for a third finger, stretching Kenny a little more. Kenny hangs his head and holds tight to the desk.

It's not long before Kenny reaches for the condoms and holds them out to Butters. He rasps, "I need you, c'mon."

Butters jerks the string of condoms out of Kenny's grip and struggles to rip one open with his lubed-up fingers. Kenny takes it from his hand and says, "Here." He rips open the packet and places the condom between his lips. He sinks onto his knees, grasps Butters' ass, and leans into his erection.

Slowly, he rolls the condom onto Butters' cock.

Butters throws his head back and moans. He's excited, so excited, and can't help but say, "I c-can't wait to be inside you."

Kenny pulls off of Butters, condom in place, and says with another wink, "That makes two of us, sugar."

Something about the pet name makes Butters feel feral with need. He jerks Kenny up and bends him back over the desk. Kenny spreads his skinny legs wide. Butters uses one hand to hold onto one of Kenny's shoulder, and the other to position himself at Kenny's entrance.

"Lube yourself up, man," Kenny reminds him, "You ain't putting that in me dry, it's huge."

Butters turns blood red and reaches for the lube bottle, pouring way too much onto himself. He shifts, lets the bottle fall onto the floor, and grips Kenny's hips. He presses inside him and Kenny gasps, his hands balled into fists against the desk.

"Am I – doin' it right?" asks Butters.

"God, yes," Kenny moans, "More."

Butters pushes in. When he's inside all the way, he melts over Kenny and moans, kissing damp little kisses all over Kenny's back and shoulders.

"C'mon, man," Kenny says, "You can go. Go as hard as you want."

Butters draws back and thrusts in again, hard enough to make Kenny grunt and move his hands to hold the edge of the desk again.

And it feels amazing.

Butters' stress has never been as far away as it is now. Fuck Calculus, he thinks, and a burst of glee spreads through him when he thinks of how they're doing this in the Calculus classroom. Butters pulls out against, and thrusts back inside Kenny even harder.

His hips work into a natural rhythm, moving almost without Butters telling them to. All he can hear is the blood rushing in his ears and the sound of damp skin slapping together as he drives into Kenny, thrust after thrust after thrust. Kenny meets each of Butters' movements with his own. A string of chanted swears comes from his mouth as Butters pounds into him, mixed with dirty things and encouragement.

"Yeah, fuck me, right there."

He fucks himself on Butters' erection, and his sweat drips onto the desk in front of him.

"Am I your slut, sugar? Tell me I'm your slut."

This surprises Butters, but not enough to make him stop. He strokes Kenny's long blond hair and leans down, swallowing back his stammer long enough to whisper against Kenny's ear, "You're my slut, Kenny." And he kisses Kenny's throat, sucking on the skin and biting down.

Butters' orgasm hits him out of nowhere as he drills his hips against Kenny's ass. He muffles a curse into Kenny's neck and goes still. He doesn't know that he's ever come so hard in his life, but he recovers quickly when he sees Kenny's cock still flushed and heavy between his thin legs.

Butters slides out of Kenny and turns him around. He sinks onto his knees again and sucks Kenny into his mouth, working him in as far as he can go. Kenny grabs Butters' hair in fistfuls and jerks his cock further into Butters' throat. It hits the back, and Butters expects to gag, but doesn't.

He glances up at Kenny. His brows have risen straight into his shaggy hair. He licks his lips and a grin spreads across his face.

Kenny begins to thrust into Butters' mouth, tugging up on fistfuls of hair and making a chorus of beautiful noises that make Butters want to bend Kenny over and do it all again. It doesn't take much of fucking into Butters' mouth for Kenny to come.

When he orgasms, he looks like an angel, lips all pink and swollen and parted, eyes rolled up skyward, muscles shifting under colorful tattooed skin. Butters swallows down all his come, even if it does taste a little funny, and pulls off of Kenny's softening cock with a dopey smile.

"Jesus," is about all he can say.

Kenny pants back, "I'll say. Where the fuck is your gag reflex?"

Butters shrugs, "Guess maybe it's not workin' right."

"Please tell me you want to do this again," Kenny says.

And then Kenny blushes.

Butters stands up on shaky legs and rests his forehead on Kenny's shoulder, "I reckon I'd be real happy if we did this all the time."

They kiss for a long time, only breaking away when Butters spots the time on the clock out of the corner of his eye. He says, "Oh, shit. We better get our clothes on, 'cause they're gonna be unlockin' the classrooms soon."

Butters disposes of the condom in the trash, making a mental note to clean himself up in the bathroom later, and dresses in a flurry. Kenny is slower, and when Butters comes up beside him, fully dressed, Kenny wiggles his plaid-clad ass and sticks out his tongue.

They kiss twice more, and Butters lets Kenny rearrange his hair before they exit into the hallway, where students are now milling, opening lockers and talking to each other in circlets of people. Kenny slings his arm around Butters' shoulders and whistles lowly, "God, dude. Now I'm all upset I never propositioned you before."

"You did," Butters replies, "I just didn't think you were serious."

"Butters," Kenny says, "I am always serious."

Butters chuckles a little bit, and refrains from kissing Kenny again right there, in front of everybody.

"I don't think I've ever been less worried about a test in my life," Butters finally says.

And when Butters sits down for his final in the Calculus classroom, and Annie wrinkles her nose and asks, "What's that smell?" he swears that he has never been happier.