Disclaimer: I don't own POM or anything you recognize.

XXX

"Is he getting any better?" asked Marlene, her slim paws clutching Skipper's smooth flipper.

Kowalski shook his head grimly. A frown was etched in his face like carving in stone, his eyes were heavy from lack of sleep.

Private sobbed and buried his head in Marlene's fur. She patted his head softly, motherly instincts coming out.

Skipper's chest was as still as stone.

"I-is he breathing? Do something, Kowalski!" Private begged.

"I don't know what to do!" snapped the tall penguin. "DO I look like a medical professional?"

Private shrank back to Marlene's arms in fear. Kowalski groaned and put his head in flippers.

"Dead?" blathered Rico.

Marlene nodded and Private started sobbing again.

"I'm sorry Private." whispered Kowalski.

The small penguin didn't answer.

***

Marlene stayed at the HQ that night, mostly of her fear that her friends would do something rash in their grief.

Nobody slept that night. They retreated to their corners of the room.

Rico spent his time locked in the bathroom, hiding his face from anyone, unable to admit the weakness of crying.

Private stayed with Marlene at all times, crying at the mention of the word "skip".

Kowalski spent the night curled up in a fetal position under his workbench, mumbling to himself. Marlene was worried about him the most. He seemed to be taking Skipper's death hard.

Marlene grieved too, but not as much. She cried, yes, but not as long as Private. She knew she'd see Skipper again, and he wouldn't want her crying over him. She wasn't sure Private was religious, so she tried not to talk about "The Giant River In The Sky".

Soon morning came, and Marlene made Private an omelet. It was a bit burned, but the small penguin didn't seem to mind.

She cut up a second omelet into three other portions. Rico came to the table, but didn't eat anything.

Kowalski had fallen asleep around three, and was now awake. He had his back to Marlene.

The otter gently shook his shoulder. He turned around, eyes bloodshot and flippers shaking slightly.

"Come on," she coaxed slowly. "You need to eat."

The tall penguin nodded, his eyes focused on nothing.

"I guess I'll just… bring you your omelet." Marlene pushed the plate in front of Kowalski.

He poked at it carefully, and nibbled on the end a bit, then took the plate and turned away.

Marlene walked back over too Private. They ate in silence until Rico broke it.

"Quiet?" he asked.

Marlene wrinkled her brow, unable to understand what he wanted, but Private seemed to know.

"Yes, Rico. We're quiet." Then the small penguin's face wrinkled and he sniffed, holding back tears.

"Come on, you two. Eat up, you didn't have dinner last night." Marlene insisted, taking a quick glance at Kowalski, who still had his back to her. She made a mental note to talk to him later.

It was afternoon. Rico and Private played a game of Connect Four while Marlene, who was practically living there, washed off the plates and put them away.

"Kowalski?" she said, walking over to the tall penguin.

"Yes?" his voice was hoarse from silence.

"Are you okay?"

Kowalski turned around to face her. "No." he said. "But that's a weakness."

"Yes, it's a weakness. But you aren't going into battle right now, are you?"

The tall penguin furrowed his brow. "No."

"Do you want to talk… about Skipper?" Marlene voice was calm, though her grief was beginning to catch up with her. Her eyes shone with tears, and she blinked them away. She had to be strong if she wanted her friends to be strong.

Kowalski shook his head. "I just can't believe he's gone…" His eyes filled with tears, and we wiped them away. "I feel like there as something…. s-something I could have done. I let Manfredi's life slip away, and now… Sk- Sk…"

Marlene smoothed down the feathers on his flipper. "You don't have to say it."

Kowalski nodded and looked away for a moment. "How- how is Private doing?"

"He's doing fine." Marlene answered him.

"Oh." Kowalski pushed the plate from breakfast to her. There were only a couple of bites taken out of the omelet, which was now cold.

"You don't like my cooking?" Marlene said, her voice having a cold tone to it.

"No- no, I just didn't-"

"It's okay, you didn't have to eat it." Marlene's tone returned to it's consoling sound.

"Can you… leave, please?" Kowalski asked, his blue eyes searching in her body motions for some emotion of grief.

"Yes." Marlene patted him on the shoulder and left to wash the plate.

Kowalski put his face in his flippers and breathed in, overwhelmed by guilt.

"I'm so sorry Skipper…." he whispered. "I shouldn't have let you die… who am I kidding, I can't be a leader. I can't lead like you… why did you have too leave? It's all my fault…" Tears dripped down his slender face like rain, splashing onto the concrete ground below. "I can't be a replacement Skipper… tears are for weaklings, a weakling can't be a leader…"

Marlene watched as Rico won for the fourth time in a row.

"I'm bored, Marlene." Private's voice was unusually bratty.

"How about you guys go on a mission or something?" she asked. The penguins hadn't been their psychotic selves, even Rico refused to vomit up anything.

"We can't go on a mission without Ski…" Private's words turned to sobs.

"You need a leader? Rico, aren't you like a deputy?" Marlene asked, comforting Private.

The tough penguin shook his head and pointed at Kowalski, who was bent over under his workbench.

"Figures." Marlene whispered under her breath harshly. She handed Private a tissue box and walked over to Kowalski.

"So your leader now, huh?" She asked, joining him under the bench. The bench was actually quite tall, enough for her to sit down without bumping her head.

"I can't be a leader." Kowalski face was stained with tears, which he would never admit. "I can barely ask Private to follow Ski- orders."

"Skipper wanted you to lead."

"How do you know what Skipper wanted?" Kowalski lashed at her, suddenly angry. "You barely knew him! No one knew him better than me!" And with the anger came tears, like water tossed to a dying fire.

"Fine! If you don't want my help, then I don't care! Arggh…" Marlene yelled, quietly of course, she didn't want Private to hear.

Kowalski crossed his flippers, but he couldn't stay angry. "I'm sorry Marlene, I just… don't feel myself."

Marlene didn't want to forgive him so fast, but the expression on his face made her give in. "I don't blame you," she said, choosing her words carefully. "But can you at least come out from under this table?"

"It's a bench, and no." Kowalski's voice was stubborn.

Anger boiled up in Marlene. She was wasting her time, and Kowalski's weak stature that was normally strong and confident made her angry. Without thinking, her paw met his face in a slap.

Kowalski's eyes regained focus suddenly. He rubbed his face tenderly. "You just slapped me…" he whispered. "T-thanks… I needed that."

Marlene wanted to apologize, but she was on a roll. "That's what weaklings deserve." She snapped.

"Marlene, are you oka-" Kowalski started, but the otter crawled out from under the bench. Her blood was boiling with confidence, she held her head high and back straight.

"Up, you two!" she said. "Crying isn't going to defeat any ninjas! Where are those bowling pins, anyway?" Marlene couldn't understand this feeling, this wonderful feeling, of power, of haughty, of grace…

Woah girl, don't get carried away. She told herself, but the feeling overwhelmed her thoughts. She liked being in charge.

"Private, fetch the bowling pins." She snapped, and the small penguin ran to a the chest and dug through. "Right here!" he said, and Rico set them up.

"Attack! No mercy!"

Private looked at Marlene with a strange look but began to kick and chop.

"Kowalski!" she said, turning around. "Will you be joining us?"

A spark of determination flamed in the tall penguins eyes, like a dying ember had awoken.

"Ma'm, yes, Ma'm!" he saluted her and leaped into battle, accidentally slipping and knocking Private and Rico down. The three fell in a heap around the bowling pins, laughing.

And Marlene had to laugh along.

XXX

End of chapter one, note this is not a onefic. I hope you like this, I took a long time.

Here are the lyrics that go along with this chapter:

I still hear your voice when you sleep next to me,

I still feel your touch in my dreams,

Forgive me my weakness, but I don't know why,

Without you it's hard to survive.

-Every Time We Touch by Cascada.

Till next time,

~Lukos