He watches as they, one by one, walked out of the gates. Out of his life. He didn't think they'd actually go through with it, but they did. He thought they were content with staying a team. Staying brothers in arms. He felt so stupid then. He felt stupid, for the first time in a long time. And Kowalski never felt an IQ point under intelligent.

Of course, he should of seen it coming. They always spoke of their dreams, of things they wanted to do but felt restricted to do so. Private wanted to find his real parents and spread peace where ever he went. Rico had grown bitter about not being able to 'KABOOM' whenever he pleased. He wanted to be somewhere he could do whatever he wanted. Skipper... Well, Skipper's dream surprised him most. Skipper had started talking about being lonely. Being emotionally lonely. He said he wanted to find the right one. He said that he thought his time was expiring and he wanted to have descendants for years to come. Kowalski was just content where he was.

The thing was, that, they talked about it and didn't even attempt an action for years. Kowalski thought he'd live the rest of his life with this adoptive family. He was wrong.

''Kowalski,'' The scientist had looked up from his experiment to see his teammates... Handing in resignation papers.

''We want to go fulfill our dreams,'' Private's eyes showed sadness, and a hint of eagerness.

''Yeah! Kaboom!'' Rico slammed his paper onto Kowalski's desk.

''Since we handed in these papers, we'll be out of here in 24 hours,'' Skipper looked a bit distressed, but he was doing a pretty good job hiding it. Kowalski had stared at them, either not completely comprehending or comprehending way too much.

''V-very well,'' Kowalski stood up, cleared his throat, and started filing the papers into their files.

As Kowalski stared at the disappearing silhouettes of his former team, he felt something grow inside him. Regret. He had all day yesterday to tell them meaningful goodbyes. If he wanted to, he could've even tried to convince them not to go. At least one of them. So he wouldn't be alone. But instead, he spent that day distant and almost hostile. He wasn't good with emotions but he could've tried to express them to the only family he had left.

When he reached the HQ... Well, the penguin habitat... He saw Julien and Marlene standing there, waiting.

''Can I be of assistance?'' He stared awkwardly at the two.

''Yes, you could've been helping me hours ago... But it is being too late now...'' Julien looked down at his feet and Marlene sighed.

''Yeah, Kowalski. Maurice and Mort were taken away and transferred. You guys are usually around to help. Speaking of which... Where are the other guys?''

''They've left... To fulfill their dreams,'' Kowalski's voice carried a bit of venom that he didn't mean to have.

''So they just up and left you here by yourself?'' Marlene put a paw on Kowalski's shoulder.

''They felt the need to leave so I let them. No need to constrict someone of their dreams,'' He stared at the two mammals. ''My only problem is getting used to the solidarity,'' Marlene awwed.

''Hello? I am now without loyal subjects and best friends. Who is to be feeling bad for me?'' Marlene turned to him and smiled.

''Julien, you know I felt bad for you since the beginning of the day,''

''I know... I was just wanting to hear it from your mouth,'' Julien stood up taller and stared at the two others. Kowalski sighed.

''My apologies for not being able to help you Julien. They are probably far gone and I won't be able to track them down,'' Julien's ears drooped a bit. ''Now if you excuse me, I have to get back to working on a science experiment,'' Kowalski said as he opened the hatch to the habitat and jumped inside.

Later That Night...

Kowalski threw down his tools. whatever he tried, he couldn't fix the experiment. Kowalski rubbed his temples. He couldn't concentrate and he blamed it on the time.

''I need rest...'' He pressed the light switch and laid on his old bunk. He couldn't seem to even close his eyes.

''You will try... And you will sleep,'' Kowalski turned on his side and groaned. The silence was way too loud.

King Julien sat on his throne and overlooked, the sleeping animals. He opted not to sleep that night. Not like he could, anyway. The bounce house was missing Maurice's and Mort's warmth. It didn't have the right conditions to sleep on.

''Rosalinda, go warm up the bouncing house,'' Julien eyed the stuffed rabbit as it fell over with a squeak. King Julien sighed. He had admitted to himself earlier today that none of his stuffed animals could fill the gap that Maurice and Mort's transfer left behind. A thought popped up in his head, but he shook it away.

''No booty shaking music right now...'' The lemur slumped in his throne.

Marlene stared up at the ceiling and twiddled her fingers. She couldn't help feeling sadness for her two friends. She sat and thought about the loneliness they must be feeling. The same kind of lonely she felt when she sat and thought deeply about it. She wasn't really close to anyone here, except Skipper and Private, mostly. And even then, they were either suspicious of her or commanded to stay away. And the lemurs... No comment.

The longer she laid there and thought, the more lonely she felt. She wiped her face and came to the realization that she wasn't going to get any sleep.

He saw her walk out of her habitat and meander around the zoo. The king's back grew erect and he stared as she gained a direction and made her way to the bell tower. As he saw her walking, he had the sudden urge to follow. So he did.

Marlene collapsed to her knees. She breathed in deeply.

''Man... What a climb,'' She breathed in heavily again before looking up and seeing Kowalski sitting there, staring at her in concern.

''I am guessing that you couldn't sleep either,'' Marlene shook her head.

''Not a wink,'' She got up off her knees and walked over to the penguin perched at the edge. She plopped down next to him and half-smiled. The penguin smiled back and turned to the night sky, sort of in a trance. She stared too, curious to see what he was staring at. The two were startled as they heard movement behind them. The two turned their heads and saw King Julien staring at them.

''Am I interrupting something?'' The two shook their heads and Marlene motioned for the lemur king to sit next to her. He did and watched puzzled at the two animals as they stared at the sky.

''What are you two staring at? A very special star? Because if you are, you are not needing to tilt your head to see it,'' He struck a pose as the two others stared at him.

''I'm just staring because Kowalski was,''

''I'm staring up into the night sky because I once heard a pop song dipicting a sad man who missed someone and he 'talked' to the moon in hopes they're on the other side talking to him also,'' He paused a moment and heard Julien quietly humming the song. ''I know they left today and that they couldn't be very far, but I miss them terribly... And I would give anything to talk to them...'' Kowalski's 'tough' guy routine broke and his voice was evidence that he was upset. Marlene awwed and hugged the scientist.

''I am lonely, too. Without Maurice or Mort here, I am feeling sadder than I have ever been feeling, '' Julien's voice carried no playful tone. ''And they have been gone for not even a day! How will I go on feeling so sad?'' Marlene knew he was serious and pulled him into the hug.

''I've always had the feeling of loneliness. With me being the only girl here and my personality clashing with almost everyone here, I never really got close to anyone here,'' Marlene's smile didn't reflect her feelings. ''But at least we have each other right now,''

The three then fell silent, staring up at the night sky tinted slightly orange from the city lights. Though one side of them was mourning over their friends, the other side was grateful for the people they were with at that moment.

A/N: Hello. This is my first published story in a while... I hope you liked it. As you can see, this chapter is probably longer than my older chapters. I've improved.

I basically took the three characters on the show that either went crazy without their respective friends or who, to me, were probably lonely on the inside and used them for the basis of this story.

This fic will, at minimum, have about 5 or 6 chapters. So please, if this story should be continued, tell me.

P.S: The song mentioned is Talking to the Moon by Bruno Mars.