A crackle of thunder and light illuminated the inside of the cave that belonged to the Asian Otter enclosure with heavy rain pouring as well. The single otter inside was lying on her side, silently shaking. Small, warm tears were dripping off from her whiskers and onto where she laid. The popcorn bag that was used as her pillow was also coated with the same liquid. She was distressed and it was because of that one penguin.

Skipper.

Marlene deeply longed for him. But every day it was the same.

She would watch them train in the morning when she thought they didn't notice. She would visit the penguin habitat later on just to see him, even if he didn't want to see her. Then she would think about him over lunch or whatever activity she would be doing. At night, she would watch him for a little bit when he did night recon and then went to bed, thinking and dreaming about him some more. And the whole cycle would repeat itself all over again the next day.

Marlene wanted to tell him how she felt so badly.

But there wouldn't be any change to that because she was afraid. She was afraid of rejection. If Skipper rejected her then it would never be the same. Their friendship would be shattered. Every time they ran into each other it would just be awkward, and her heart would break every time she would see him. No...It was better to just watch then to go through that type of pain.

Her body convulsed into a sob and her silent sobs grew louder and louder. But Marlene wanted him so badly. To feel his flippers wrap around, to feel his warmth and to hear him whisper sweet and loving words into her ears all day long. The presence of him would be enough but to have it so close but out of her reach was killing her.

Besides, how could he love her back?

"Marlene?" a concerned voice rang out suddenly and the otter found herself being shook violently. "Marlene!" it shouted.

She finally opened her tear filled eyes and saw Skipper hovering over her with the most worried expression she ever saw. His flippers were tightly gripping her shoulders, which were the reason to why she was so dizzy now, but he had stopped shaking her when she finally acknowledged his presence. Marlene didn't hear him enter her habitat, but she noticed he was dripping wet. What was he doing out in a storm?

"Who did this to you?" Skipper demanded.

Marlene slowly wiped away her tears with her arm. "Did what?"

Skipper did a double take. "You're kidding, right?" He grasped her arm and delicately ran his flipper over it. "These aren't hard to notice doll face."

Her arm was covered in scratch marks and was dribbling with her blood. It was that sight that made Marlene realize she had been clawing and scratching at her own arms. "No one," she answered quietly, causing Skipper to look at her quizzically, but he decided not to press her about it.

"Are you ok?" he asked instead with concern and released her arm, but he still loomed over her, giving her a good view of his icy blue orbs.

Marlene nodded slightly, suddenly unable to say anything.

Skipper didn't look like he believed her but went out of her sight. He started searching her cave for something after he had shaken himself free of the rain that clung to his feathers. "Where's that first aid kit I gave you?" he murmured to himself and rubbed the bottom of his beak. He spotted the object nearby, hidden behind a bucket of empty, discarded scallops. "Aha." He pulled it out of its hiding place and opened it up. He grabbed the gauze and some rubbing alcohol and quickly returned to Marlene.

She had not moved anything but her head to watch where he went. Silence passed between them as Skipper got some of the gauze wet with the rubbing alcohol. He gently rubbed the areas that were cut up, making Marlene hiss at the faint sting, and then wrapped her arms up with the leftover gauze.

"There," Skipper murmured to her gently. "All better, right?" he asked her like she was a little child.

"Sure," Marlene muttered and turned her head away, faintly scowling at the wall.

Skipper's smirk vanished, and he joined her side. This caused Marlene to flinch, but she reacted in no other way. He stared thoughtfully at the ceiling for a minute before he decided to speak. "Spill your beans doll face, what's wrong?"

"Nothing," Marlene snapped, her voice coming out harsher then she intended. Only a few minutes ago, she wanted him to be next to her but now she wanted him to leave her alone. If she couldn't have him then she didn't want to be taunted by seeing him so close to her.

Skipper turned his head to look at the back of Marlene's. "You trust me don't you?" he asked in a strangely soft voice. There was no response which worried Skipper considerably. "You do trust me right?" he inquired, looking worried, but there was still no response. The thought that she didn't startled him. He finally propped himself up with one flipper and moved himself so he could see her face.

Concern washed over him completely when he saw her silently crying through tightly closed eyes. "Oh, no, no, don't cry," he commanded gently and wrapped his flippers around her. He pulled her to his chest and stroked her back comfortingly. "Ssshhh, it's ok," he comforted as she broke into sobs.

Marlene clutched his chest in her paws and buried her head into his chest feathers, staining them with her salty tears.

"It's ok," Skipper shushed and continued to console her. "You can trust me...it'll be ok."

After a while, Marlene calmed down but kept her head pressed to Skipper's chest. She looked up at him, who had been consoling her patiently the entire time. "I-I'm sorry," she murmured quietly.

"You're sorry?" Skipper snorted. He shook his head and chuckled, causing Marlene to blush under her fur. "You have nothing to be sorry for. Just tell me what's wrong."

A sigh escaped Marlene's lips and she subconsciously started to play with Skipper's chest feathers. Should she tell him? What would happen even if she did tell him? But she did trust him...what was the worst thing that could happen if she told him her feelings? If he truly was a friend then he wouldn't let it ruin their friendship. It was decided then.

"You," she murmured.

The commanding officer looked hurt suddenly, which was unusual for his character. "I'm the problem?" Skipper inquired in shock and pulled away from Marlene a bit.

That probably came out wrong.

"Kinda." Marlene didn't know how to explain it. She never thought it would ever come to this. "Look Skipper," she began and hesitated.

"What is it?" Skipper asked, a bit too eager to know, and pulled Marlene close to him again.

Marlene bit the bottom of her lip as she tried to find the right words. "I-I..." She sighed and decided to be straight out with it. "I love you, ok?"

Skipper stiffened from shock. There was a moment of silence before he said anything. "What?"

The thought of rejection made Marlene turn her head away, tears starting to form in her eyes again. 'He's going to reject me isn't he?' she thought. A sudden wash of regret made Marlene turn away so Skipper couldn't see her cry. She didn't want him to see her so broken up. She was then whirled around by the very penguin she loved, who held regret and compassion in his eyes.

"I didn't mean it that way," he began, making Marlene look up him with all of her attention. "How do I say this?" he asked quietly to himself and let his flippers fall to his side. He suddenly looked flustered, a bit lost, as he tried to pick the right words. "I care a lot-no that's stupid," he quietly scoffed at himself bitterly, rubbing the back of his head. He mentally slapped himself for acting like Kowalski, overthinking what he wanted to get out.

Marlene was bemused and stared at Skipper as he slapped and told himself something on the lines of, "Get your head in the game! Stop being stupid in front of the lady!" and started having a one sided conversation with himself until Marlene spoke up. "Skipper?"

His head snapped up, and he heated up under his feathers. 'Be blunt,' he told himself. "I, uh, you know, sort of, no, no," he fumbled with his words, getting nervous all over again. He stopped and took a deep breath and looked at Marlene in the eyes. Her beautiful brown eyes helped him relax considerably, making him let out a sigh. "I...love you too."

Silence.

Marlene blinked slowly. He...loved her back? He did? He really did! Her expression lit up like a Christmas tree and she suddenly tackled Skipper with a joyful squeal.

They were both sent crashing to the cold stone floor and fell into a pile on the ground. Marlene ended up being on top and laughed at Skipper's surprised expression. She gradually stopped and stared at Skipper with a compassionate stare that he returned. Their expressions softened, and they leaned in closer till his beak was pressed against her lips. Their bodies burned, neither of them wanting the moment to end. It felt so right...his beak against her lips seemed to fit perfectly. They shared the kiss till they needed to pull away for air.

"Skipper," Marlene whispered and gently laid herself on top of his chest.

"Marlene," Skipper murmured in her ear and nuzzled her neck affectionately. He pulled back and locked his beak with her lips again, wrapping his flippers around her waist. Marlene brought her arms that were still wrapped in the gauze behind his head and eagerly returned the kiss.

The kiss was gentle at first, but they subconsciously started to make it more aggressive and passionate. Their bodies rubbed together, making them feel hot from the contact, but it was strangely desirable rather than uncomfortable, like they expected. Flippers explored through sleek fur; paws ran through silky feathers. Skipper slipped his tongue into Marlene's mouth and started to French kiss her roughly.

"Oh Marlene," he groaned when he pulled away for air. A new feeling he never experienced raced through him as he nipped and kissed her exposed neck. Passion that was like electricity coursed through their veins as they told each other words of love and passion, creating a heated friction between their bodies. He moaned when Marlene slightly dug her claws into his side. The commanding officer wasted no time to fondle with her body as he nipped and kissed her neck.

Marlene bit back a moan. She couldn't take it anymore. "Take me," she whispered in a needy tone. "Please."

This caused Skipper to pause and he suddenly looked hesitant. He pulled his beak away and stopped his stimulating actions. "Are you sure about this, Marlene?" he asked quietly and gently stroked her face. "I don't want to hurt you." He also thought it might've been too soon but he had that same desire rising up inside of him.

"I want this," Marlene murmured through half-lidded eyes. Skipper abruptly realized that she looked like an angel to him and found some excitement from it. "I know you do to." She placed her paw on his cheek, making Skipper tenderly wrap his flipper over it.

Regaining confidence, Skipper chuckled and jokingly said, "Well, if you insist..." He grunted as he picked her up and laid her on top of her stacks of popcorn. He scrambled on top of her and murmured as he eyed her body, "You're my doll, my angel."

Marlene blushed deeply underneath her fur. Her body heated up when she felt something brush against her tail and the faint noise that came from the back of Skipper's throat made her realize what it was. "You're excited aren't you?" she joked.

This made Skipper's face heat up but he nodded, smirking. "Only for my little lady." He pushed himself further on top of her and positioned himself. There was brief hesitation and he asked, "Are you still sure?"

The excited otter nodded. Her simple reply was, "Yes."

"Well, I'm going to take this slow," he told her when he brushed his beak against the side of her neck. "I want this to last."

The otter understood and smiled at Skipper, caressing his face with her paw. She watched as he lowered himself back onto her and started to grind their bodies together in the same friction they had been building earlier. Both groaned at this action and eagerly made it rougher. Every once in a while, Marlene would feel Skipper's cock brush against her leg, getting harder and bigger every time it did.

Skipper grinded himself against the otter underneath him even harder. "God Marlene," he grunted with his ever-present smirk. He lowered his beak to her breast and nuzzled the left, kissing it softly with a needy moan, still grinding.

"Oh Skipper!" Marlene gasped and moaned. Her back arched, giving Skipper permission to go further and harder.

He complied with the silent request and massaged the right breast while he suckled on the left with Marlene moaning the whole time. The friction was still going strong and Marlene had started to move her hips in slow, tantalizing circular motions to make it even better. After a moment, Skipper switched to the other breast till he felt like it was time to get to the real business.

Skipper pulled back, making Marlene moan in need. He smirked as he started to lick and suck on his flipper, coating it in his saliva. When he felt he was prepared, he announced, "I'm going to make this easier for the both of us."

"What do y-AH!" Marlene cried out in ecstasy when Skipper inserted his flipper into her wet entrance. She wiggled and squirmed to get adjusted to the alien feeling as he twisted and turned his flipper inside of her.

Skipper grinned and pushed his flipper deeper into the tight, wet and warm hole. His flipper twisted inside of her and went deep into her vagina. He was pleased to feel a slick wetness build up inside. Once he felt she was ready, he stood over her and presented his erection to her. "You need to..." he trailed off, faintly embarrassed about what he was going to say.

"I know," Marlene interrupted with a grin. She pulled herself up and set to work on the dick. She slowly ran her tongue up the long and large erection and flicked her tongue at the tip. This earned long and loud moans from Skipper and he squirmed from where he stood. Marlene sucked the tip and only pulled away when she felt he was ready.

Skipper panted from the pleasure, feeling his cock twitch, and he was afraid that he was going to come too soon when they actually went.

But who said it would only be one round?

He gently pushed Marlene back down and her expression lit up when she realized it was time. Skipper positioned himself at her entrance, where he could feel heat emitting from it. Without another word, he pushed himself deep inside of her. Marlene tried to muffle her cry of pain when she felt him reach his hilt. He moved his hips around in circles, swirling his dick inside of her, and the pleasure eventually overrode the pain. She made a gesture for him to continue.

Skipper pulled out, causing Marlene to hiss at the faint pain. He kissed her gently for a moment, murmuring, "It's ok. Enjoy." Skipper then entered her again and repeated this process over and over again, panting and getting quicker. He slapped himself into Marlene, riding her skillfully. Pleasure beyond what he ever thought possible coursed through him. He often had fantasies of kissing his otter but never this. He wondered why he never had the guts to confess his feelings till now, but he probably just needed a wake up and Marlene was that call.

Marlene was panting and moaning with him as her body moved up and down against the popcorn sacks. Her new lover gripped her hips tightly to keep in her place, causing bruises to form on the areas from the tight grip, and had his cock thrust even deeper inside of her. Marlene was glad she finally admitted her feelings. This was amazing to share such an experience with the penguin she loved.

"Come on Marlene," Skipper panted but the otter had no idea what he meant by that. Instead, she enjoyed the moment and matched his thrusts.

The air was filled with a hazy heat and hot sex. Skipper leaned over and panted words of love and devotion into her ears, still thrusting and grinding into her, squeezing her hips to keep her in place. Marlene was sweating from the heat but, since penguins don't perspire, Skipper was left panting at the heat like a dog. The cave smelled of hormones, which was intoxicating but in a way that turned both animals on. They rocked into each other in a harmonic sync; their bodies pressed together in a grind while Skipper entered and exited her in milliseconds. They shared cries of ecstasy and passion while the thunder and rain blocked it out to the Zoo.

Passion of this love making was becoming more than Skipper could handle. He had been holding out too long for Marlene to release but it was becoming impossible to resist. Skipper released himself into Marlene, his seed shooting deep inside her as he arched his back in pleasure, letting out a loud and long moan. They cried out their names at the hard pressure of the cum.

They thought it was done but Skipper surprised both of them by having a second orgasm into her. This was too much for Marlene now and her body tensed and convulsed as she had her own organism. The amount that spilled covered them and the popcorn sacks in the love juices.

Skipper collapsed onto her and panted heavily. "I...held out...for you," he chuckled through his pants.

"I'm glad you did," Marlene breathed and nuzzled his flat head with affection and love. "I love you, Skipper. So much..."

"Come here," Skipper growled playfully and kissed his otter passionately. Through the kisses, Skipper huskily said, "I love you. You're my doll. Stay with me and be my lover." His mind was foggy, being so free with his words.

This went for a while till both were too exhausted and just fell asleep on the sacks of popcorn. The thunder had ended and the rain had lulled them to a deep sleep. Skipper was holding her in a firm but loose hold while he laid beside her in his sleep. Marlene's head was rested underneath his chin and her arms were loosely wrapped around his body, like his was with hers.

Marlene grinned in her sleep. Skipper was hers now. She finally had what she wanted. To have him hold her, say sweet words of love to her and just being there. It was everything she wanted and desired.

And damn, it was sweet.

A/N: I am fully aware that penguins have a cloaca and I don't want anyone pressing on the subject. Review.