Only at Twilight
The Sole Survivor

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"I can't believe I'm doing this…"

Marlene muttered to herself as she carefully tip-toed across the frozen flat-top of the penguin's exhibit. As she neared the entrance, she peeked inside, and squinting her eyes to see in the dark. Sighing softly, she ran a paw uneasily over the top of her head to try to calm her raging nerves.

"I just hope they're all asleep."

With that final wish, she climbed through the hole and jumped to the floor of their home, landing a little rougher than she'd planned. Marlene winced and cocked her ears, praying she hadn't alarmed any of them. When the soft breathing of each penguin entered her alert hearing, she relaxed slightly, but not enough to calm her racing heart. Nervously, she gulped and stood, blindingly trying to make her way to their bunks without tripping over anything.

"This is just… ridiculous…" She whispered and had to grin when her eyes settled enough to where she could make out objects in the room. Once the otter spotted the four beds in the wall, she felt her blood run cold and had to grimace. "Calm yourself, girl… it's just…" She paused and licked her dry lips nervously. "It's just Skipper…"

Even the sound of his name from her own voice sent shivers down her spine. She shuddered and drew her arms around herself to stop herself from trembling. It was hard to believe that a penguin had this kind of hold over her emotions. And the worst part was he probably didn't even realize it.

"It's okay… you can do this. The sooner you see him, the sooner you can leave." Pleased with this plan, she softly eased herself closer to the bottom bunk, closer to the familiar form inside. The nearer she got, the more she could make out his details; his beak, his peaceful expression as he slept, his flippers, the way his chest rose and fell…

Shaking her head roughly, Marlene swept her eyes up and down his figure before nodding as a slight blush lit up her face.

"Alright, mission accomplished…" She muttered but her mind told her the complete opposite. Before she could stop herself, she knelt beside him and was more than conscious of the fact he was lying on his side, facing her. Marlene reached out a quivering paw and was inches from his face before she stopped herself cold, her eyes widening.

What was she doing? If he woke up, she could be in big trouble! Especially if she didn't have an excuse as to why she was in his headquarters to begin with.

"I need to go." Marlene whispered regretfully but couldn't fully bring herself to stand. Her eyes kept sliding back to the penguin obliviously slumbering beside her. Sighing, she finally relented, knowing she was fighting a battle she couldn't win. Carefully, she reached out again and gently touched Skipper's forehead with a trembling finger. She felt her mouth go dry and had to force herself to remember to breathe.

How could she let it get this bad?

With wide eyes, she slowly slid her finger down his face to the tip of his beak, slightly parted for air. While her right paw was busy with his face, her left paw extended to his partially exposed, white feathered chest, which was half shielded by his flipper. Marlene swallowed thickly and slid her paw down the feathers on his torso, careful not to disturb his fin. To her surprise, she felt a chill go through his frame at that moment and had to suppress a giggle. Her right paw stilled on the tip of his beak and ran back up to the crown of his head.

"Oh, Skipper…" The otter whispered longingly as she rested her head on the edge of his bunk, watching him. "You're so stern, military-refined and you can be a bit thick-headed, but you're so handsome and funny… and sweet and annoying at times." Marlene sighed and leaned up, her right paw having been resting against the side of his face.

"I probably need to go…" She was about to stand when suddenly a black flipper slipped around her waist and pulled her down quickly to something soft and warm. She squeaked and froze, her body betraying her as it curled into the softness. Slowly turning her head, she saw Skipper's face entirely too close for her own rules of comfort and safety. Marlene flushed deeply and looked down to find that his flipper was firmly holding her against him, as if she were some giant otter plush.

"Oh crud…" She whimpered as her body convulsed with cold chills that ran up and down her spine at his warmth. "I gotta get away before –" Marlene stopped cold when she felt him moving behind her and suddenly, she was tugged back into the depths of his bed. She winced as she came into contact with the wall and waited. She counted in her head before she cracked open one eye.

"Oh no…" She whined softly when she saw Skipper was so close, she could probably count every single feather on his face. His breath was warm on her nose as his flippers wound themselves around her tightly, pulling her flush against him. The otter gulped as she felt her cheeks, as well as her body, warm up in response to his tight hug. Skipper, still not aware of her current embarrassment, sighed and muttered about basic maneuvers in his sleep.

This wasn't right! She had to get out before something bad happened! Like Skipper waking up and finding her in his bed!

Marlene gasped in horror and clenched her eyes shut. "Must resist…" She choked out. She struggled to free his tight hold, but found it to be impossible. Despite his thin flippers, Skipper was strong. She opened her eyes slowly and stared at his face before traveling to his slightly parted mouth. "Not resisting… well…"

In the next few moments, Marlene had no memory of what happened. All she knew was that as soon as her lips touched his beak, she was in heaven. Her arms somehow came loose from his hold and she wound them tightly around him. Instead of lying beside him, she was suddenly on top of him, giving him the most gentle, passionate kiss she could give someone with a bill. As soon as she realized that she had kissed Skipper and she was practically straddling him, she blushed hotly and quickly pulled away.

"Oh, what have I done…?" She whispered and sighed in misery. "I can't believe I just did that." Marlene grumbled to herself, angry that she had no self-control. She leaned her forehead on his chest and took in a deep breath. "Okay, since he hasn't woken up yet, maybe I can still get away with it." She mumbled out loud and slowly raised her head to look at his slumbering expression. Fortunately for her, it remained unchanged. Unfortunately, his flippers still held her tightly against him. Marlene sighed and rested her chin on his chest, staring at him as a thought occurred to her.

"I wonder how deep of a sleeper Skipper is…" She pondered as a devious thought ran through her mind. Grinning a bit, she scooted up until she could easily see his face from her perch. Slowly, she slid both paws down his face until she reached his upper torso. Leaning down, she paused inches from his peaceful face. "Skipper…" She whispered and let her emotions take control of her actions as she kissed him again.

What she didn't count on was the heartbeat she felt beneath her paw to quicken slightly and a groan to escape through the bill and into her mouth. Marlene sat frozen, her eyes wide as she slowly pulled away as Skipper began to wake up. His eyes fluttered slightly and his hold on her vanished. Taking quick advantage of it, she slid off of him and hit the floor beside the bunk, landing hard. She winced and rubbed the base of her tail before scurrying away from his bed when she saw his figure beginning to stand.

Maybe she could get out before he noticed?

"What the –? Marlene? What are you doing in here?"

The otter in question stopped cold and frowned, snapping her fingers.

"Uh…" She muttered and turned slowly to face him and found him walking toward her with his flippers crossed over his chest. Marlene felt her face heating up as her eyes took in his entire figure before meeting his stern, but exhausted gaze. Blinking rapidly, she tilted her head. Maybe she could get out of here without him finding out?

"Heeeeey Skipper!" She forced a grin on her face as she threw her paw in the air to wave at him. Skipper blinked and raised an eyebrow. She blanched and coughed. "Well, I was actually wondering… well to ask you… if I could… borrow… some sugar…?" She trailed off and thumped herself on the forehead. Sugar? What kind of nut was she?

"What kind of nut comes into a penguin's HQ asking for sugar this late at night?" Skipper grumbled but turned and headed to his kitchen area. Marlene followed him in awed silence. That actually worked? Grinning at her luck, she found herself admiring his back before he turned to hand her a small cup of white powder.

"Here," He muttered, glaring at her slightly. "If you need more, go to a store or something. We don't have much here to be handing this stuff out for free." Marlene blinked and grasped the cup silently, nodding to him. He waddled past her in his deliriousness, heading back to his bed.

"Um… hey, Skipper?" She called and set down the cup on the counter. She scurried after him and skid to a stop in front of him, blocking his path to his bunk.

"What is it now?" He asked, his flippers hanging by his side in weariness. "I'm tired, Marlene." The otter stared at him for a few seconds before smiling.

"Of course, this won't take long." She assured him. Skipper suddenly found that Marlene had moved toward him until her nose was touching the tip of his beak. Startled, he moved his head backwards but froze when she trapped his head by locking her arms around his neck.

"Uh… M-Marlene? What are you trying to –?" She shushed him before taking one paw and running it down his head and grasping his limp flipper.

"Skipper, do you mind if I stay with you tonight?" Marlene whispered. She didn't miss the way his eyes widened. In the next few seconds, he'd managed to escape her hold and was flat against the wall, staring at her warily.

"Why?" Was all he asked.

Marlene got down on all fours and crawled toward him, trying to show him how sincere and vulnerable she was. "I just need to be near you, Skipper. Can you do that for me?" She whimpered, almost grinning when the penguin gulped uncharacteristically.

"Marlene, what has gotten into you? You've never behaved this way before!" He pointed out as he stared hard into her eyes. She stood and placed her paws on either side of his head. "Marlene –"

"Skipper, if you haven't figured it out… let me give you a hint." She whispered as she neared closer to him. Marlene slowly leaned her head on his chest, giving her access to his heartbeat. It was beating regularly save for the random jumps his heart gave in his nervousness.

"Wait a second; don't tell me that you –!" Marlene quickly cut him off by swiftly clamping her paw over his beak, holding it closed. Skipper blinked at her, confused and irritated. The otter stared into his eyes before she leaned down and kissed him gently on the corner of his beak. The penguin started in his shock, too stunned to do more than stand there.

"Skipper…" She muttered without pulling away and she felt his body shiver in response. She had to grin. Marlene kissed the edge of his bill softly before moving across his face, stopping at his forehead. She pulled away to look into his bewildered face. "I'm in love with you, Skipper." She whispered to him and finally released him from the wall.

"What –" He stopped and blinked before glaring at her. Marlene merely smiled innocently at him, causing him to pause. Skipper stepped closer to her to stare hard into her eyes, flippers on his hips. She stared back, arms crossed. "What are you playing at?" He grumbled as he pulled away. Marlene grinned.

"Nothing really… I just would like to spend a night in the arms of the penguin I love." She stopped at the brilliant blush that took over his face at the moment and raised her eyebrows. "The question is… will the kind sir allow it?" The otter continued with a sly grin, amused at his reaction. Skipper stuttered before turning away. He seemed to be thinking as she watched his eyes sweep over his bed in the corner.

Swiftly, he turned back to her and pointed a flipper in her face. "Tonight only and no funny business!" He ordered and turned to head to his bunk. Marlene blinked before grinning at her luck. She darted after him and waited until he'd situated himself. Once he was lying down, he glared at her as she eagerly crawled in on top of him, leaning her head on his chest and glancing up at him.

"Thank you, Skipper." She whispered and giggled when he growled. "Really, I appreciate it." Skipper shook his head and closed his eyes, but cracked open an eye to glance at her. Marlene was still watching him curiously.

"What is it this time?" he asked. Marlene shrugged and played with the feathers on his chest.

"I was just hoping… could I have a goodnight kiss?" She asked and blinked in surprise when both his eyes popped open.

"Can't you just go to sleep and be glad I'm letting you stay?"

Marlene rolled her eyes. "Please Skipper?" She watched the penguin carefully as the emotions played across his face. That blush of his was back too as he stared at her in his baffled state.

"I said no funny business." His voice was hard but his eyes said differently. Marlene scooted up until she was leaning over his face.

"This isn't funny." She reminded him before gently pressing her lips against his bill. She felt him freeze, but she ignored it. "This is merely a kiss." Skipper glared at her.

"This is a violation of personal space, Marlene." He told her, his voice muffled by her lips. Marlene felt her cheeks grow warm from the sound of his voice. Pulling back, she grinned.

"It's for a good cause." Marlene jokingly told him with a silly smirk before getting comfortable and wrapping her arms tightly around him. "Goodnight, Skipper." The penguin took in a deep breath before releasing it in one big sigh.

"First Private… now you, Marlene…" He grumbled before reluctantly situating his flippers around her gently.

"I just hope Kowalski doesn't have any kind of… hidden feelings or nightmares anytime soon."

–

TSS: Yeeeeaaaah… I don't know what to say. I mean… it's only been how many days since I posted 'Midnight Terror' and here I am with another one. I guess you could call this part 2. It sort of goes with the first… but… eh, not really. It's mentioned, that's all I can say. ;D
Well, I hope you guys enjoy this one! I told you I was working on a SkipperxMarlene story!

Disclaimer: I do not own PoM… if I did, the show would suck, and nobody would watch it. ((grins))