"Well, what about Kyle, he's real smart?" Butters was terribly surprised that someone had come to see him and even more surprised when it turned out to be Kenny McCormick.

"Yeah, but Stan is always hanging around with Kyle, makes me feel like the third wheel ya know?" Kenny took in the last drag of his cigarette and tossed it into the Stotchs' front lawn.

"Oh," Butters placed his knuckles together in front of him and looked down, "alright then, come on in." Kenny slipped pass the slighter boy and already Butters was starting to regret his consent. Kenny always made him feel funny. His heart sped up and his stomach always felt like a fish was flopping around inside. "Now-now, stop it Leopold, you said you'd help him out with his homework," Butter reprimanded himself. Kenny was standing in the foyer looking at an old picture of his family when he approached.

"What exactly did you need help with Kenny?" Butter's asked quietly. The floppy fish had been replaced by a swarm of butterflies now. Kenny turned grinning.

"Science," he sighed. Why should he care what fancy names animals were classified as or which number went with which gas on some stupid table? "I hate science."

"Well hey! I love it, come on!" Butter's funny Kenny-feelings were slowly being replaced by awesome science-loving feelings. Butters practically bounced up the stairs toward his room and Kenny couldn't help but notice his girl-like behind sashay from side to side as he went. Kenny remembered back to when they were kids and Butters had been made into Marjorine, which then had him wondering what the older version of Butters would look like in a tight skirt. He grinned again and made a mental note to think on that later. Right now, he really did have some catching up to do.

"Did you bring your textbook?" Butters asked excitedly from his sitting position on his bed.

"Yeah," Kenny reached into the backpack he had on and produced a never before open textbook. "Where are we in class anyway?"

"Chapter 6 this week," Butters said, already pointing to the page. "Anatomy!"

"Anatomy? Human, anatomy?" Kenny questioned raising an eyebrow.

"Yeah, we were discussing the difference between male and female skeletal structures," Butters smiled. Kenny couldn't help checking the boy out if only for a second. Butters truly was something to look at.

"Oh yeah? Well, could you some it up for me?" Kenny said, closing his book again and leaning against the wall Butters' bed was touching.

"Well--ugh, its mainly in the pelvis," Butters said, rubbing the back of his head.

"Pelvis?" Kenny was totally getting off on how nervous he'd made Butters by putting him on the spot.

"Ugh, the hips, a girl's hips are wider than a boy's" Butters clarified and placed his hand near where his pelvic crest would be.

"Can I see?" Kenny dared to say. Butters went to show him the pictures in the text book. "No, I mean, can I see on you?" Kenny smirked.

"Aw Jeez Kenny, you're a boy too, we have the same structure," Butters smiled. True, Kenny thought, but he was determined to at least touch Butters before this little study session was over.

"Yeah, but I can't see my own hips unless I take a picture or had a big mirror and since we have neither I thought I could just look at yours. You know, for the sake of knowledge," Kenny played innocent like he was born to do it. Butters looked away and bit at his thumbnail, a habit he had picked up from a boy he once knew.

"Well, alright then," Butter stood and slowly inched his jeans down so that his hp bones were visible. He held his shirt up too as he pointed to his own body. "This here is the Iliac crest poking out," Butters jumped when he felt Kenny touch him for the first time. Kenny smiled inwardly. There, he had touched, but for some reason, it just wasn't enough. He needed more from Butters, a reaction, something.

"What other differences are there?" Kenny nearly cooed. The mood change was not lost on Butters. He was no longer thinking about science or pelvis bones. Instead, he concentrated on the feel of Kenny's fingertips tracing his hips, then the feel of his hands as they encircled him and pulled him until his knees touched the bed. "What about. . .here?" Kenny had said fuck it and gone in for the kill. He cupped the front of Butters' jeans and felt that Butters was already starting to liven up.

"Kenny!" Butters had shouted as he doubled over in surprise, catching the other blonde's shoulder for support. Kenny had started to rub the boy through his jeans, eliciting sweet half moans from him. "Why-Wha?" Butters was trying to pose questions but none of them came out finished. He squeaked when Kenny grabbed him round the middle and tossed him on the bed.

"What am I doing?" Kenny asked as he crawled up near Butters. The blonde had his hand near his mouth, face flushed red and panting, all he could do was nod. "I'm thanking you for the lessons, I don't have much money so I figured this would do," Kenny said as he tugged Butters' jeans from him fully. Butters squirmed, half wanting Kenny to stop, half wanting him to go faster. The fish in his stomach now felt like a whole ocean full of wiggly creatures.

Butters still didn't really know what Kenny was planning until he'd felt Kenny's mouth on his underwear. Kenny nuzzled Butters through the clothing and sucked ever so on the skin below letting the fabric bring him to full hardness. Glancing up, Kenny saw Butters flushed, covered in a light sheen of sweat, and biting his lip. The parka clad youth had had just about enough so he yanked down that last thing keeping him from his prize.

"Kenny don't!" Butter had cried right before Kenny had fully engulfed him. Kenny had to shake the tears away. It had been a while since he'd last done this and Butters was not longer the little boy from their past.

Once he's worked back into it, Kenny had found his rhythm again and it was doing wonders for Butters. Kenny felt the inside of the boy's legs start to shake and he knew he was close. Without Butters noticing, Kenny slipped a finger into his mouth coating it quickly. Butters breathing was coming in short pants now.

"Kenny," was all he could get out. He wasn't sure of how to vocalize what was happening to him. He could feel the muscles below his belly button get tight and then a slow build up. Right before the final whoosh of feeling, Kenny worked his coated finger inside the boy which only added to the intensity.

Butters cried out, back arching. He shook violently as Kenny worked to take down the offering. It turned out to be too much of a good thing so he spit what he couldn't take into Butters' trashcan.

Butters lay sated, completely boneless. Kenny smiled again, ruffed Butter's hair and made to leave.

"Wait--" Butter sat up as quickly as he could but wasn't sure he knew what to say.

"Don't worry," Kenny said coming back to Butters quickly, "I'll be back tomorrow for more lessons," Kenny placed his hand on Butter's chin and kissed him softy. "Next week chemistry right?" He said then was gone.