A/N: This story is set directly after the deaths of Manfredi and Johnson, but not much is said about how and where they died. That's a different story, one I may explore in the Summer if the show does not set up its own explanation for it before then. Also, a thank you to GrandOldPenguin for granting the permission to the name 'Skipper Joseph Fidelis,' which he created, and for punctuation help on the story. Enjoy!


Penguin HQ, Albany, NY, 1100 hours, many years ago

Skipper blinked open his eyes and saw a white ceiling above him, memories floating back as he remembered where he was. The failed mission, his dead comrades beside him … it was all flooding back at once, too much, too soon. Breathing becoming panicked, he sat up and surveyed the room. It was a simple care room in the HQ: small, sparse, a bed and nightstand. He had a headache, and his left flipper throbbed.

What was he going to do now? It was all his fault. He was a failure. He would never go on another mission again.

"Skipper?" A taller penguin gently pushed open the door. "May I come in?"

"Please do, Kowalski." Skipper laid back down with a sigh as his friend slipped in.

"I'm sorry about … what happened …" Kowalski looked away. "If you don't mind me asking, what did happen? How did they—you know."

Skipper shook his head. "I don't want to talk about it. Read the mission file. How's the Tech Solutions work been?"

Kowalski blinked in surprise. "Alright, sir. Uh, Tech Solutions is actually more boring than I thought it would be. I'm mostly helping morons figure out how to use the laser feature on their video-watches." He rolled his eyes. "But yours truly has just been assigned a mission." Kowalski smiled, proudly pointing to himself.

"It's not as exciting as it sounds." Skipper's voice was tinged with bitterness. "People die on missions. And you don't have to call me sir; I'm not your superior."

"Sorry. Force of habit, si—Skipper. And what do you mean 'not as exciting'?" Kowalski raised an eyebrow. "I know I've only known you six months, but that doesn't sound like you at all."

"Hm. Things change." He sighed. "I'm sorry, congratulations on your mission. Be careful."

"Pft, we'll be fine. We have top-notch surveillance gear—"

"Manfredi and Johnson had top-notch surveillance gear!" Skipper shouted, sitting up with a jolt.

Kowalski shrunk back. "I—sorry. I'll be careful."

"You better be! If you don't come back, I'll never forgive you, you hear?"

"'Come back?' Skipper, aren't you coming too?"

"I—huh?" Skipper raised an eyebrow. "Of course not. Where did you hear that?"

"The mission file detailed a three-man team, you, I, and someone else yet to be announced. They haven't told you yet?"

Skipper shook his head. This had to be a mistake. "Kowalski, I just got back from a completely failed mission. There's no way—"

"It wasn't really a failure. You got the necessary information. And we don't leave for another two weeks." Kowalski handed Skipper a file he'd been holding behind his back.

Skipper flipped through it. There was his name, 'Skipper Joseph Fidelis,' in striking, sharp red text. A map was paper-clipped to the inside, showing a portion of South America. Anger sparked in him, tearing at his heartstrings. How dare they try to send him somewhere else so soon, as if Manfredi and Johnson were nothing more than pawns in a big game of strategy.

"Sir, I think their motives were that it would be good for you to get back into the swing of things," Kowalski said, noticing his expression. "Commander Magellan was hesitant to agree, but he thinks you're the best one to handle this."

"Me? I got two of our best men killed. I'm not going on another mission." Skipper averted his eyes to the wall, trying not to cry.

Kowalski opened his beak to say it wasn't his fault, then decided against it. "They're confident in you. And so am I."

Skipper hesitated. "Then you're all making a mistake." He stepped out of the bed. "I'm going back to my quarters. I'll see you at lunch." Kowalski nodded, and Skipper slipped out, heading down the hall.


Kowalski grabbed a tray and sat down in the HQ's cafeteria. The Albany base was huge, with about forty junior agents stationed there. For penguins, that was quite a lot. Kowalski liked it, but still dreamt of going out on his own one day, joining a small team and settling down somewhere. He couldn't remember the last occasion he'd had some free time to work on his projects. Just yesterday he'd come up with a plan for a time machine, but that would take months of work. Someday, though, he'd get around to it. Maybe then people would take him more seriously. He knew he was four point seven times smarter than the best at the base, but not many people seemed to care, except for Commander Magellan. But even he would choose Skipper over him, brains over brawn. Someday—

"You do realize you're muttering out loud, right?" Kowalski looked up in shock to see a familiar Magellanic penguin in a familiar blue Tami hat standing by the table, large light blue eyes giving him an amused stare.

"Oh, um—h-hi Renae. Was I?" he stuttered.

"Yes." She gave an amused smile and sat down across from him. "And you forgot to get any food, too."

Kowalski looked down and realized he'd been stabbing his fork into thin air. "Oh. Heh. I guess I did." He looked back up at her and his heart beat faster. Why was she sitting at his table?

Renae chuckled derisively before starting on her tuna. "So. A time machine, huh?"

"Uh, well, yes," Kowalski smiled. "As a matter of fact, I am working on one. It's far from operational now, but once complete, it would add a whole new dimension to penguin combat." She had to be impressed by that, right?

"Mm-hm … of course it will," she said with an amused smile. Kowalski's heart sank. She didn't believe it was possible. So small-minded … why did he even like her? Judgmental doubters … ha! He'd show them.

"You're muttering out loud again."

"Uh—huh? I was?" Kowalski blushed. "When—when did I start?"

"'Judgmental doubters,'" Renae replied, taking another bite.

"Oh." He let out a small sigh of relief. "So, um … I'm going to get my food now." He stood up and took his tray to the fish bar, hearing her chuckle behind him. He mentally slapped himself. Why couldn't he ever keep his cool around cute girls? Kowalski grabbed a few fish sticks and some salmon, considering sitting down at a different table. He couldn't do that, she'd be sure to ask why.

"So," Renae said when he returned, "My father just told me we're going on a mission."

Kowalski's heart jumped. "'We?'"

"Skipper, you, and I."

Kowalski nearly spit out his fish sticks. "Oh. So you're coming with us."

Renae raised an eyebrow. "Yes. Is that a problem?"

"No! No. Noooo. Why would you even suggest that? That's ridiculous." Kowalski chuckled nervously. "What I meant was that I was surprised Magellan put you on a mission so far away."

"So I'm too young for this?"

"No no no, not that, but, um, your father's told me how much he loves you, so I would have expected him to be more protective, that's all."

"Nice save, Timothy." Renae smirked. "My father trusts me." She shrugged.

"Don't call me Timothy," Kowalski retorted.

"All right, all right. Anyway, there was something else my dad wanted me to tell you. He wants us both in the training hall at 1600 hours."

"1600 hours. Got it." Kowalski nodded.

Renae grabbed her tray and stood up. "Well, I'm off to spend my three and a half hours of free time painting. I suppose you can finally start working on your 'time machine.'" She smirked again. "See ya, Timothy." She headed out.

"'I suppose you can start working on your time machine. See ya, Timothy,'" Kowalski muttered in an imitation of her voice. "Psh. Who does she think she is?"


Skipper opened the door to his old quarters and stepped in, casting a quick glance over the little room. No one had been moved in since last year, when Skipper, Manfredi, and Johnson had been stationed at the Central Park Zoo. The zoo… it was a perfect place for covert operations. Who would expect cute and cuddly zoo penguins to be up to anything? Having zookeepers constantly watching you was a pain, though. But he liked challenges, he liked pushing the limits and playing with danger. Or at least, he used to. Now what? How could he go on another mission now?

Skipper looked around at the four bunks carved into the wall. Manfredi's had cobwebs on it, Johnson's had a half-inch thick layer of dust, and his own still had the picture of the age-old legend, Buck Rockgut, hanging by it. The image was faded. The fourth bunk, never actually used, was even more dusty than the others.

On the walls were a few cupboards for personal items, and a small dresser with a green lamp sat against the far wall. Those were the only other things in the room. Skipper opened his cupboard and took out a few photos; photos he had felt not important enough to pack, apparently. Browsing through them, he was reminded of old crazy things he used to do, and he chuckled. Manfredi and Johnson had gotten him into so much trouble. There was the time they had switched the labels on all the chemical weapons analysts' beakers, the time they had replaced the sugar with salt and the creamer with orange juice just before the General made his coffee, the time they had put bubble wrap over all the doorways in the base.

"Did we even know the meaning of the word 'consequences'?" Skipper chuckled to himself. His smile faded as he realized they really hadn't—danger equaled fun, risk equaled enjoyment, and death was never serious. Now he knew he was wrong. Danger was real, and had to be feared. No, not feared. Anticipated. Conquered.

"Skipper! Skipper!" At the sound of his name he shoved the photos back into the cupboard. Kowalski burst into the room. "Help!"

"Woah there, compadre! What's wrong?" Skipper raised an eyebrow.

Kowalski was gasping for breath. "She's coming with us!"

"Who?"

"Her!"

"You'll have to be a little more specific."

Kowalski face-flippered. "Renae!"

Skipper's stomach did a flip. He already got two of his men killed; why oh why did the last person to join this mission have to be the commander's daughter?!

"Sweet Washington's cherry tree! Commander Magellan would send his own daughter on a mission with me?! Right now?!"

"Well yes, that too, but what I'm getting at is HOW WILL I SURVIVE THIS?!" Kowalski grabbed Skipper and shook him.

"Calm down, Kowalski!" Skipper pulled away and put on his lecture face, crossing his flippers. "In this line of work, you have to be able to work with anyone. Friction within a team causes weaknesses which can be exploited by the enemy."

"Yeah, right." Kowalski set his wings on his hips. "Like you don't feel the same way."

"I—what? That's irrelevant." Skipper's face flushed red. "The point is that I know how to deal with people, whereas you freak out much too easily."

"I don't 'freak out.' I—okay, yeah. I freak out." Kowalski's flippers dropped to his sides. "And you know how to deal with people? Ha! So it was a different Skipper Joseph Fidelis that irked the general and nearly got himself kicked out of the P.I.A. over a tuna sandwich!"

"What? I was right!" Skipper protested. "You put the mayonnaise on BOTH sides of the bread first."

"That's not even pertinent to anything!" Kowalski threw his flippers in the air.

"Well, what if someone messed with your science whozy-whazzits and said that … the atomic structure of … Francium is extremely unstable. Wouldn't you correct them?"

"Well yes, but that's diff—wait a minute. What you said actually was entirely true." Kowalski's eyes widened.

Skipper raised an eyebrow. "Really? Francium exists? C'mon now, that sounds made up."

"It's not," Kowalski retorted. "And we're really off-topic now, aren't we? Back to the point, what am I supposed to do?"

Skipper hesitated. "Well, you may be half-right. This mission is a bad idea." He sighed. "I'll talk to the Commander about it tomorrow morning."

"Okay. Thank you, Skipper." Kowalski relaxed slightly before turning towards the door. He paused before going out. "Are you, you know, alright with all this free time? If you don't want to be alone, you can watch me work on some inventions."

Skipper thought about it for a minute. Deep down he really wanted company, but he didn't want to sound desperate. And watching Kowalski blow things up was pretty desperate. "Thanks for the offer, but I'm fine."

"Alright. See you at dinner." Kowalski smiled before leaving the tiny room.

Once he had gone, Skipper took the pictures out again and sat down on his bunk, heaving a long sigh. If he had been more of a leader and less of a cohort to Manfredi and Johnson, maybe they would have learned to make better choices. Maybe this, maybe that, every possible scenario nagged his mind. He stayed there for hours, staring at the images and trying not to cry.