"Murray and I have been his best friends ever since we met at the orphanage and we have never been apart. Except during some points in the past but they weren't for a long period of time. Mainly, we've become a family more than a gang. We would look out for one another and help each other out whenever it was needed. We always respected each other's attributes and have always put them to good use whenever we help each other. This is the first time Murray and I have to step out on our own without Sly here to act as our leader. "

"Bentley . . ." Penelope replied, stunned not sure on what to say.

"The point is . . . is that I'd never had anybody who cared so much for me in my life. Sly always looked out for me along with Murray. Even as a little kid, Sly defended me from the bullies back at the orphanage. When Sly offered Murray and I the opportunity to become part of his gang, I wanted to be in the gang because I saw someone who saw my talents and didn't want to lose him because he was the greatest friend I could ever have. Before Murray left Sly and I, and I was stuck in the hospital due to my legs, both Sly and Murray came for me. I felt like I lost my purpose as the genius of the gang because of my legs but Sly said to me that Murray and him needed me, and how one job's failure reminded them how much they needed me when it came to planning a job. Even though my legs were busted, Sly saw still saw me for who I was, a member of the team. I was so shocked from what he said to me that day and it reminded me why I joined Sly in the first place and why they need me today."

Bentley looked Penelope slightly in the eyes and seeing the shocked expression on her face from what she was hearing from the genius. Penelope knew that some men hide their true feelings from time to time but she never thought she would hear something so deep coming from Bentley. Bentley stared out into the city again.

"It's just so hard to accept the fact that Sly is gone after all we've been through. It's funny though, here before all this, getting the new gang together; he came to me and brought me home so I wouldn't be gone from the gang anymore. Now, he's gone, I want to bring him home just like he did with me, but I can't because I don't know where he is. I can't . . . . I don't . . . ."

Penelope glanced over at Bentley wondering why he stopped. She saw the turtle was trembling, choking on his words, and saw that tears were flowing down his face. It tore Penelope's heart to see the turtle in so much sorrow for Sly. She knew that the two of them were friends but she never knew how close Sly and Bentley were. Penelope shifted closer to Bentley to looker at him closer. Looking closer at Bentley made her feel even more guilty inside.

"Oh Bentley . . ." Penelope enveloped the turtle in a hug and rubbing her hand against his back trying to comfort the turtle. She felt Bentley's tears soak into the shoulder of her shirt but she didn't care, all she wanted to do was comfort the turtle.

"It's okay Bentley, just let it out. He'll come back to us Bentley."

Penelope felt Bentley's head shift. "I know, I just miss him so much. I just wish that he would've told us what he was going to do or least say goodbye." Bentley replied soon burying his head back into Penelope's shoulder going into another fit of sobbing.

"So do I Bentley, so do I" Penelope replied and soon felt tears running down her face.

The two geniuses held each other for a long time. After a time the two broke apart from their hug. Bentley wiped away his tears. He noticed that Penelope still had tears running down her eyes. Bentley tolled close to her to wipe them off. Penelope smiled at Bentley's gesture. The mouse suddenly started to shiver a little bit.

"Are you alright?" Bentley asked his voice still a little choppy from crying.

"I'm fine, just a little cold that's all." Penelope replied rubbing her arms to gain some warmth. Bentley couldn't blame the mouse for feeling cold. The fall weather was starting to come in fast.

"Here." Bentley took off his jacket and draped it over Penelope shoulders.

Penelope was hoping that it was dark to where he couldn't see her blush. She looked over at Bentley and saw that he saw that he was smiling a little.

"Thank you." Penelope replied putting the jacket fully on.

"You know, you should put your hair down from time to time." Bentley said looking at Penelope.

"Why?" Penelope asked raising one of her eyebrows.

"Because . . . you look more beautiful when your hair is down." Bentley replied looking down so she couldn't see him blush.

Penelope blushed for furiously than she did when Bentley put the jacket on her.

"Penelope, I want to thank you for talking to me, and listening to what I had to say." Bentley said as he wheeling closer to her.

"Hey, it's what friends are supposed to do for each other." Penelope replied smiling glad to see that the turtle's softened a bit.

"It's just really hard. I've never really faced the fact that Sly would just go off like that." Bentley stated looking down at the ground.

Penelope wrapped Bentley in a hug again and placed a kiss on Bentley's cheek. Bentley started to blush furiously. Penelope pulled back so she could look at the turtle once more. She placed one of her hands on his cheek.

"It'll be okay. I promise." Penelope stated putting a smile on her face.

Deep down Bentley knew he would miss Sly. Penelope was telling the truth though. Sly had been so many situations and can take care of himself.

He will be fine won't he? Bentley thought. He looked at Penelope again and still saw her gentle smile. Soon Bentley formed a smile. Yeah, it will be fine. It has always worked for better or worse.

"Okay" Bentley replied nodding.

"Come on. Let's go back inside and go to bed." Penelope stated.

Bentley offered his hand and Penelope took it. The two geniuses headed back inside to join the others in peaceful sleep and be ready to take on the new day, whatever it may bring.