AN: So instead of working on my other two fics, the idea just popped into my mind to write this song fic. It wouldn't stop pestering me until I took time from them and wrote it down. I hate myself right now :P Anyway, enjoy.

Disclaimer: I do not own POM or "Just a kiss" by Lady Antebellum.

"Thanks for walking me home," Marlene smiled as she and Skipper walked side by side through the Zoo.

"It's my pleasure, anything to make sure a lady makes it home safe and sound," Skipper responded casually.

Marlene rolled her hazel eyes. Skipper was always sexist towards woman; believing they needed protecting from the cold cruel world, despite the fact that they could very well take care of themselves. Which is why he offered to take her home after a long day of hanging out with the four penguins. It had been a slow day for them, so she quickly found the squad barging into her rock cave suggesting they spend the day together.

Naturally she agreed, they may have been rough, tough and gun hoe but they had a soft spot and she enjoyed spending time with them- even when requested for a five man mission. The five had spent the waning hours in Central Park basking in the sunlight and eating snow cones. When nightfall had come they said their goodbyes, and started for home. She had only made it a few steps when Skipper offered to walk her back to her habitat, and here they were.

The two reached the cherry brick enclosure bordering the otter habitat. "Here we are, enjoy your night, Marlene," Skipper spoke. He pat her on the shoulder, turned on his heel and began to waddle away.

"Wait!" Marlene called.

He fixed his gaze back on her, arching his stubby body a third of the way. "Yes?"

Marlene ducked her head towards the ground, the skin beneath her fur burning as she awkwardly drew a circle in the ground with her foot.

"Wouldn't you like to go for a swim?" she offered timidly.

"Actually, I was thinking of calling it a night. It's getting late."

"Oh," she frowned. "Right, well I might as well go too."

Skipper nodded briskly and turned around again.

"Goodnight," she called meekly.

He walked a few feet away from her, eying the ground as he did. He could tell by the dramatic shift her voice that she wanted him to stay. Perhaps she was lonely and needed company; she did live alone in an large cave all to herself. With that thought in mind he spun around again.

"Marlene!"

Upon hearing her name, she slowly turned her head towards him from her position on top of the wall; down on all fours to see him looking back at her.

"Maybe I will have that swim."

The corners of her lips lifted as they slid into a smile. "I'd like that."

Skipper waddled back towards her. He leapt up on top of the wall and onto the lush grass, damp with the night dew glimmering in the moonlight. Marlene landed beside him, and the two walked towards the pound. Skipper waded out into the clear fluid, expecting her to follow him, instead she clambered up on the rocks.

He raised an eyebrow. "What are you doing?"

Marlene glanced back towards him on her perch. From the elevation he looked drastically smaller than he appeared. She smiled and stepped back a couple steps, then propelled herself forward and slid down the rock slide on her stomach.

Giggling as the air whizzed past her, she flew into the air and crashed into the water with a splash, landing on top of Skipper in the process. He pulled himself out from underneath her form as it trembled with giggles, finding himself smiling as well.

"Was that your plan?" he questioned with a teasing smile.

"I didn't know you were there," she snickered, cupping her mouth with a paw.

"Well, no harm done." He swiped a flipper through the moist fluid, splashing a wave of water over her.

"Hey!" she cried, feeling the cool liquid slosh against her smooth fur. She raised a paw and splashed back, both teetered back and forth attempting to soak the other. After a few minutes they were soaked to the bone. They dragged themselves out of the pound and flopped down on the ground, feeling the coolness beneath their backs, still laughing.

A light breeze blew by and Marlene shivered, coiling her arms around her body. Skipper noticed.

"You're not cold, are you?"

"A little," she responded as her teeth began to chatter. "I'm not used to the cold, unlike you."

He coiled a flipper around her shoulders, and pulled her close.

"Better?"

She nodded, immediately feeling the warmth radiating from his body and leaned closer. A smile formed on her face as her stomach churned with the wingbeat of fluttering.

Lying here with you so close to me,

It's hard to fight these feelings when it feels so hard to breathe,

She could feel her throat and lungs squeeze and close up, taking her breath away.

Caught up in this moment,

Caught up in your smile,

He had such a handsome smile; she loved seeing the perfect curve it formed on his beak.

Skipper looked back at her with a smile of his own shaping his beak. He had never felt so blissful and relaxed. Marlene had always been able to make him smile; even on bad days her presence always made everything better. There was something about her radiant smile and dazzling eyes that could light the darkest recesses within his mind.

I've never opened up to anyone,

So hard to hold back when I'm holding you in my arms,

He wanted to hold her tight and kiss her beautiful face- he had to resist the urge to do so.

We don't need to rush this,

Let's just take it slow,

The moon shone high and bright in the dark sky, washing across the grass and illuminating her fur with a white glow. Her eyes sparkled and glowed in the glare of light, she was absolutely beautiful in every way.

If only he could just- no, he didn't want to ruin their friendship with his greedy desires, but just the sight of her made his heart knock against his ribs. He didn't know why he felt this way, Marlene had him wrapped around her dainty little finger. He had fallen hard for her.

Just a kiss on your lips in the moonlight,

He could practically feel her lips against his beak; their sweet flavour tingling his taste buds.

Just a touch of the fire burning so bright,

He had feelings for her, no matter how much he pushed them away, they always resurfaced. Maybe she felt the same way?

He shook the thought away.

No I don't want to mess this thing up,

I don't want to push too far,

Just a shot in the dark that you just might,

Be the one I've been waiting for my whole life,

So baby I'm alright, with just a kiss goodnight,

When they said their goodbyes he would make his move; just a small one. He had to know.

Marlene gazed up at him, their eyes caught each other and they were lost in the deep colours of hazel and ocean blue. A blush crawled its way up her cheeks until her gentle face was flushed with red. She giggled nervously and adverted her attention to the pound. She could feel her cheeks burning as her stomach conducted summersaults.

Take it slow, Marlene. Don't mess this up.

She bit her lip and chewed it, awkwardly drumming her fingers on his chest. As soon as she felt the soft tips of his feathers she blushed again and pulled her arm away.

I know that if we give this a little time,

It'll only bring us closer to the love we wanna find,

Surely they would admit their feelings to each other. Just not now.

It's never felt so real, no it's never felt so right,

She loved being with him, feeling his warm embrace and soft feathers tickling her with their gentle touch.

Just a kiss on your lips in the moonlight,

She longed to feel his beak crashing against her lips; the thought sent shivers of pleasure through her body.

Just a touch of the fire burning so bright,

There was chemistry between the two, she just knew it. She noticed the way Skipper looked at her as if she were an angel and she loved it. She needed to be loved.

She quickly shook her head, dismissing the thought.

No I don't want to mess this thing up, I don't want to push too far,

Just a shot in the dark that you just might,

Be the one I've been waiting for my whole life,

So baby I'm alright, with just a kiss goodnight,

Even if it's on the cheek. That's fine.

The bell rang out upon the clock tower, signalling the passing of another hour. Skipper idly glanced back at the clock and inwardly sighed. Midnight. Surely Private, Kowalski and Rico were wondering where he was. Marlene also felt her breath coming out in a heavy sigh. Surely they couldn't say goodbye- not yet.

No, I don't want to say goodnight,

I know it's time to leave, but you'll be in my dreams,

Tonight,

His handsome face would be in her pleasant dreams.

Tonight,

She would be in his dreams, filling them with her stunning essence.

Tonight,

Marlene sat up as Skipper quickly rose to his feet. "Well, I better get going, the boys will be wondering where I went."

She nodded with a small smile. "It's fine, thanks again for walking me home."

"It was my pleasure."

The two found themselves staring deeply into each others eyes. Marlene fidgeted with her paws nervously. Her foot traced small circles in the grass as her heart hammered against her chest.

Now, kiss him now, on the cheek.

Just kiss her, don't be a Nancy Cat.

Skipper's stomach was in knots as her hazel irises drowned out his thoughts and surroundings, her long dainty eyelashes batting softly. Sweat trickled down the nape of his neck and palms of his flippers. Marlene just smiled that lovely smile that always took his breath away, and made his heart melt into putty.

They leaned in closer to each other, the moon beaming down on top of them. Marlene stepped closer and leaned towards his cheek, Skipper did the same. Her lips crashed into his beak. He coiled his flippers around her curvaceous hips, her arms shifting to his neck. Fireworks exploded as her stomach flipped and churned. She melted into his arms.

Just a kiss on your lips in the moonlight,

It was more romantic than she could ever imagine in her wildest fantasies.

Just a touch of the fire burning so bright,

She felt the same way, and now they were sharing a spark of the love they shared for one another that burned so brightly.

They wanted it to last forever, it felt so right the taste of the other and their warm embrace; how they fit perfectly in each others arms. Finally after a few moments, Skipper pulled away. Marlene opened her eyes a wide smile spreading across her face. She pressed her nose nose against the tip of his beak.

Still, she knew they had to go slow.

No, I don't want to mess this thing up

I don't want to push too far.

Just a shot in the dark that you just might,

Be the one I've been waiting for my whole life

So baby I'm alright,

Oh let's do this right, with just a kiss goodnight

With a kiss goodnight they had finally revealed their true feelings for one another in a small way, and that was just fine.

Kiss goodnight.

"Goodnight, Marlene." He smiled, caressing her face in his flippers.

Marlene leaned in close and planted a kiss on his cheek, with a smile of her own tugging at the corners of her lips.

"Goodnight, Skipper."