Kylie had spent most of the evening figuring out her escape plan, and by midnight, she was ready to try it out. There was only one problem - she was not equipped to handle New York City by herself.

So that's why she woke Kowalski.

He sat up. "What? What? What?"

Kylie flinched. "Shush, please, shush!"

Kowalski glared at her. "Can I help you?"

"I think I found a way out."

He looked at her, interested. "Really?"

"Yeah. And I'm going to test it." Her voice was firm. "Right now. The only problem is I'm not capable of dealing with New York on my own."

He sighed. "And you're asking me because?"

"Well, I'd ask Rico, but he seems a little…" She paused. "…crazy, and I don't think Private would be much help, and Skipper's still kind of intimidating."

Kowalski yawned. "Right. Do I have a choice in this?"

She grinned. "Nope!" She grabbed his flipper and pulled. "Come on!"

He sighed, and reluctantly followed her.

They exited through the tunnel and were standing outside. Kylie pointed at the vent on the other side of the exhibit. "See that vent?"

Kowalski nodded.

"When I was in Boston, all I had to do was get in the ventilation system, and I was free to move about the aquarium because all the vents were connected. I can only assume that the same goes for this place.

"We have to get into the vent and then simply find an exhibit near a sewer drain. We do that, climb into the drain, climb back out once we're outside the zoo, and BAM! We're free!"

Kowalski shook his head. "It can't be that easy."

Kylie shrugged. "I don't know. That's why we're testing it! Come on." She tugged on his flipper. "I need some help loosening this grate."

Together, the two penguins were able to move the grate and climb into the vent.

Kowalski looked over at Kylie. "I hope you know what you're doing."

Kylie grinned. "Well, of course I do! I'm glad you didn't ask me if I knew where I was going, though. I'm sort of drawing a blank there."

Kylie poked her head out of a vent. Kowalski popped up next to her. "Where are we?"

She looked around. "Um… I'm not quite sure."

Alex yawned and looked around. "Who's talking?"

Kylie grinned and waddled right up to him. "Hi Alex!" She looked back at Kowalski. "Come on - he can help us!"

Alex looked over. "Hey Kylie. Wait…how did you get in here?"

Kylie chuckled. "Long story. Can you give us a hand?"

Alex shrugged. "I guess. What do you need?"

"Just lift us up onto the cement wall at the edge of your enclosure."

Kowalski glared at her. "We can make it up there!"

Kylie shook her head. "Correction. We can make it to the top platform, but not onto the wall above it. It's too big a gap for us."

Kowalski continued glaring, but followed her anyway.

Alex lifted the two penguins and placed them on the wall.

Kylie smiled sweetly. "Thanks Alex!"

He yawned. "Whatever."

Kylie looked over at Kowalski. "Come on. I know where to go from here." She leapt off of the cement wall and waddled toward a sewer drain. "In here."

Kowalski shook his head. "Now, wait a minute here. What's down there?"

She shrugged. "I don't know."

"We should stay out of the sewer until we know what's down there."

"I can't find out what's down there unless I go," she retorted. She moved the grate just far enough for her to slide in.

Kowalski grabbed her wing. "No."

She glared at him. "Why not?"

"You said it yourself - you're not equipped to handle New York. Now that we know how to get out, we should take the team and go down tomorrow so we have backup."

"No." Kylie pulled away from him and tried to climb into the sewer drain.

Kowalski pulled back. "No, Kylie. As a lieutenant, I am your commanding officer. As such, I am telling you, we are not going into that drain tonight. Is that clear?"

Kylie, stunned by his sudden change in personality, just nodded. She waddled back to the penguin exhibit. She slid through the bars and into the water. Kowalski followed her.

She climbed through the tunnel and into "Penguin HQ". She slid into her bed, and turned to face the wall. She couldn't bear to even look at Kowalski - she was sure that if she did, she would cry. She wasn't sure why his abrupt shift in behavior hurt her, but it did.

I have to talk to Gloria about this tomorrow, she thought. Maybe she knows what's going on.

Confused, Kylie didn't get much sleep that night.