Author's Note:

This I my first try at The Penguins of Madagascar. Let me know how I did! I personally think it could be better but that's just me. I want to hear your thoughts! R&R and enjoy!

There was only one thing in the world that Skipper could not overcome, at least on a particular Wednesday night, and that was falling asleep. He flipped over onto his side with his flippers crossed and a deep frown on his face. He had recon with his boys early in the morning! The last thing he needed was a sleepless night.

He listened to the snoring of his teammates for a while before uttering a low growling sound. He turned back over and sat on the edge of his bunk that was carved into the wall along with the others.

He held his head in his flipper miserably. He was wide awake like he had just gotten off of a mission deep in the Amazon rainforest where he had battled a nineteen foot python. And had successfully won, of course.

But the real thing that was bothering him wasn't even close to that.

He hopped down and waddled over to the ladder where he climbed into the strangely refreshing New York air, having to get out of the HQ for a while. Manhattan was usually just clouded with harmful chemicals from the cars and other polluting culprits, but he had long gotten used to it, so he supposed.

He stared into the cold water at his reflection, his black feathers reflecting off the moonlight. He did look tired, but he just couldn't sleep. He looked up at Marlene's tree and sighed.

"Oh, Marlene, if only I wasn't the gutless penguin that I am, I could probably confess to you… my true feelings." He averted his eyes from the exhibit and sighed. "It's causing me a lot of grief in my life. Such as now." Man, I'm talking to myself. That's never a good sign for a military commander.

He glanced back at the food bowl. "Or at least something close to a military leader. I'm in a zoo for God's sake!" He shook his head to clear his thoughts of Marlene, for they were making his thoughts scatter everywhere like balls on a pool table. "Well, at least it's not Julien."

He looked over to his spot in the zoo, his Bouncy a much darker shade of green in the night, along with the shadows it cast in its many creases and bumps. He flinched as he felt shivers go up and down his spine uncomfortably. "That idea is giving me the willies."

He looked down at the water and closed his eyes. He took in a deep breath and let himself fall into the water headfirst. He opened them as he felt the water gliding past his form, the H2O becoming irritated on the surface from his unexpected late-night swim. He worked his flippers and he soared through the depths of the pool.

He went down further until it got so dark that he had trouble seeing. There were no lights in the exhibit unlike a human pool, so if an animal wanted to swim at night… good luck seeing anything.

He made his way back up to the surface where the two elements, air and water, clashed. He sighed as he breathed in the sweet oxygen, but stopped when something caught his eye in his peripheral vision.

His body tensed up as he sprung up out of the water and landed on the brick edge of the penguin exhibit. He immediately performed karate on the intruder, sending them into the water with a shriek of surprise.

His blue eyes grew wide as he recognized the cry. "Marlene!" He watched as she resurfaced.

"Hey… Skippy," she managed to splutter out.

"Don't you know any better than to intrude on a penguin's habitat? Especially four highly trained penguins." He rested his flippers on his hips as he scolded her.

"Okay, okay, I'm sorry, alright? No need to go all Bruce Lee on me." She began to float on her back with such grace that made Skipper feel queasy. He eyed her otter stomach before mentally slapping himself.

"Right." He lowered himself into the water, trying not to splash too much. "You're excused… this one time! No more sneaking over here, you got that?"

She gave him a quick salute. "Yes, sir."

He couldn't help the little smirk that pulled at his beak, knowing that she would be back over the next day. She's so cute…

"Any who, what are you doing out here this late at night?" she asked him as she began to swim in playful circles.

"I just… needed some air. What about you? Sleuthing around the zoo?" He watched her nervously as he became the victim of her, for she was swimming circles around him, trapping him in the ripples of the water that were starting to tickle his sides.

"Hey, I am not a sleuth. That's your job."

"Mm, touché." He rolled his eyes. Actually, that was more of Kowalski's job; after all, he's the one that comes up with the options and movements they should make from whatever information he picks up from investigating.

"I just heard some splashing going on. I thought I'd just check it out for good measure." She shrugged innocently, trying not to make it look like sleuthing.

"Yeah, I would too. It's my nature." A rather uncomfortable silence passed between the two. He looked down at the water that came up to his chest, trying to not look any more awkward than he felt.

He looked up as he heard her getting out onto the makeshift floe. He automatically got out after her and took a seat beside her.

As he balanced himself to prevent him falling on his back, his flipper accidentally found its way on top of Marlene's paw. He glanced down at it and felt a blush underneath his white feathered cheeks, which made him immediately thankful that the feathers were there. He glanced up at her and found her looking him in the eyes. He cleared his throat and took his flipper and tucked it under his left one. "Sorry about that."

"It's no problem, S-skipper," she stuttered still feeling the texture of his wet, slick flipper.

He looked over at her and saw her wringing her paws together. Wow, what's up with her? He continued to watch her until he was practically staring. He had never seen her act that way before… so embarrassed. And vulnerable, maybe?

He frowned and furrowed his non-existent eyebrows. What did this mean? Did she… feel the same about… someone like him? Someone that was so hard on the outside with his persistent barking of orders and impatient attitude?

Private had once brought up that he had a hard, crispy outside but a soft inside… much like a turtle, only as a penguin. He was halfway between believing him, but he had only told the little squirt that that was impossible with him. He was all shell; after all, his name was 'Skipper', which was the name of a leader of a ship, group… etc. He had to be tough with a lifetime job like that.

He sighed as he stared up at the moon. His thoughts were like putty in Marlene's paws. Was he falling for an otter that saw no clear importance of missions and 'securing the area'? Blast it all!

"So, uh, Skipper… there's something I wanted to ask you," Marlene began quietly.

He jumped to attention. "Yes, anything Marlene." He watched her as she looked down quickly and back up at him. A sign of nervousness perhaps? Thank god he had learned how to read body language when he was in training, but sometimes they failed him, especially when it came to reading girls.

"You know, there's a new breeding program going on soon…"

Skipper's eyes widened. Why on Earth did she want to talk about something as absurd as that? A subject like that was completely out of the blue. Did she think that he actually wanted to sign up for something like that? Wait… why did she even want to know…? "Yes… I'm aware of that…" He was about to add that a soldier should always be aware of the action of his surroundings but he just left it unsaid in his mind.

"So… are you planning to do it?" Marlene swallowed. That question had been on her mind for days… perhaps even weeks. She wasn't quite sure why she was so uncomfortable about Skipper taking part in it… but she had a theory.

"No. Absolutely not, my lower mammal friend. I find those things highly ridiculous and a disaster to relationships. Those humans don't know the first thing about animals! Much less mammals. Who knows who's together in this zoo? Heck, Kowalski had a thing for Doris in the dolphin exhibit there for a while. Gloria and Melman got together in Africa." Skipper frowned as the words tumbled out of his mouth. He was putty! Putty in her paws!

"Yeah, heck, even a penguin and an otter could develop a relationship and they wouldn't even…" she stopped short as she realized what she had just said. Oh… no. No, no, no, no! What has she done?

Skipper's expression turned to utter shock. That was very unexpected from Marlene. He most certainly hadn't seen that coming, and his motto was 'Always Expect the Unexpected'. "Hm, a penguin and an otter, huh?" He smiled softly as he inched closer. There was only one way to settle this.

"Yeah… random couples in this zoo… I tell ya!" She moved closer as well. She swallowed as the tension built up between them the longer it took for them to make contact.

Instead of kissing like Marlene had thought, Skipper turned his head and pressed his beak to her neck. She smiled as he nuzzled her. She then pressed herself into his shoulder and did the same, feeling his flipper finding its way to her waist.

She breathed in the scent of his feathers, and she had to admit… it smelled good. It wasn't the fishy smell that she had imagined he would smell like.

They both fell into a deep bliss as they continued to enjoy the warmth they were giving each other. She opened her eyes as she felt and heard Skipper chuckle against her fur.

"What are you laughing at?" She let him go and turned to face him. She saw his face was thick with humor, his beak pulled back at the corners in a smile.

"Ah, it's just this," he sighed as he laid down on his back to gaze up at the sky. He watched her as she did she same. "It's silly. All this time we were fretting over each other trying to make up our minds…"

She grinned. "Yeah, it's insane. You never know who's gonna cross you in your lifetime."

"Hm… especially in a zoo." He relaxed, letting his mind wander for a minute. "Life isn't all about recon and missions… it's about being with the people you love and care about." He slipped his flipper into her paw and the two broke into a smile.

"It's about time you realized that," she giggled.

"You know who helped me come to that realization?"

"Who?" she asked, although she already knew what the answer was going to be.

He rolled his eyes. "You did on this very night. I might just give the boys a break tomorrow. They've trained hard the past week. Poor Private nearly collapsed during one of our drills this morning."

"Yeah, it's time to let loose, Skippy. Stop being the team's skipper for a while and just let them have a little fun time."

Skipper opened his mouth to reply but a noise from behind them disturbed him. He didn't even bother to do any fancy back flips to face the unknown subject behind him; he just simply twisted his head around along with Marlene, making their chests rub together.

"Private!" they both exclaimed with unison, ignoring the fact that they were a little too close for comfort when it came to the young private.

"Oh… I'm terrible sorry, Skippa'. Was I interrupting something important?" he asked, his eyes wide with terror that he would get a good slap from his leader.

"No, no, you're fine, soldier," Skipper called to him as he got up from his position along with Marlene. He eyed the little stuffed teddy bear that Private was holding, but he just shook his head.

Private hid the bear behind his back nervously, not wanting Skipper and Marlene to think he was a wuss.

"Actually, I was just leaving. Goodnight Skipper, Private," Marlene said as she began to back away toward the water.

"Goodnight, Marlene," the two penguins bid her farewell until tomorrow.

Skipper waited until Private disappeared into the HQ before he slowly turned around for Marlene who was still standing there. "Well, goodnight, Marlene."

She smiled sweetly. "Goodnight, Skipper." They both moved forward and embraced. She closed her eyes as she felt him stroking her fur.

Skipper moved his head so he could whisper in her ear. "See you tomorrow." He planted a kiss on her cheek.

She smiled at his hard beak attempting a kiss. It was funny seeing Skipper getting affectionate since he rarely did. "See you tomorrow, Skippy."

Before he headed into the secret headquarters he heard the splash from Marlene as she dove into the water. He climbed down the ladder and slid into his bunk, hearing the snores of his teammates, showing Private had already fallen asleep.

His thoughts instantly clouded of the otter next door. He frowned as he thought of the kiss he had given her up on the floe and how he had acted around her. Oh boy, I sure hope I don't turn soft, but when it comes to Marlene… oh that otter is going to be the death of me.

He finally decided to close his eyes and get some shuteye, thankful that he could get a goodnight's sleep now that he knew what tomorrow would hold for him and his team.