Marlene and Julien stretched on the cool, soft grass at the mini playground in the middle of the zoo. They were laughing and pointing at the many different shapes they came up with staring up at the puffy clouds above. Little did they know, they were being watched.

Skipper and Kowalski dangled from cable wires that clung on the tree branches. They peered through their binoculars at the couple. Kowalski could hear Skipper's fain growls as he did. Skipper kept thinking about the puzzle. Why would Julien be so nice- and so flirty- towards Marlene? It wasn't right, and it wasn't making sense to Skipper. He was more than determined to pick up any trace of a rotten scam coming into play out of all this.

However, little did they know they were being watched as well! Maurice looked below him and spotted the two penguins dangling. Just like King Julien said, thought Maurice. Er… well, just crownless Julien. Without another thought, Maurice pulled out a large pair of scissors and crawled closer to them. The penguins hung closely together and swiftly and easily, Maurice snipped the cables.

The next thing Skipper and Kowalski knew they were falling! "Ahhh!!!" They both cried as they crashed in the grass. Julien's ears twitched and glanced behind him at the tree where the two birds lay. He furrowed his brows, and then quickly urged Marlene to leave without turning around. Even with the world upside down, Skipper growled as he watched Julien nudge Marlene away. He had to know why Ringtail took Marlene now of all times.

* * *

Soon otter and lemur found themselves watching the dolphins romp and play in the salty waters of their aquarium. They clapped and cheered happily at the playful sight. Doris led her club into the routine they knew well and were best at performing. As Marlene cracked herself up, Julien noticed all four penguins were swimming in the water as well! Julien snapped his fingers and Maurice appeared with a handful of sardines.

Skipper spotted Ringtail and Marlene and was already diving toward them for some stern words. Suddenly Maurice loomed over the aquarium and stretched his paw out with a fresh sardine. Within a second, Skipper suddenly felt a shift in the water and turned around to face the whole group of dolphins heading his way. Oh boy, he thought.

Splack! Skipper was knocked right out of the aquarium! The dolphins were so eager to get the fish, they didn't see him there. The other penguins who were with Skipper watched him fly and crash into the ostrich habitat. Skipper had crashed right into the ostrich nest, nestled right between a couple of ostrich eggs. They didn't break, as a matter of fact; much more damage went to Skipper's head rather than the eggs! The ostrich found the wobbly Skipper and only chuckled silently to itself. Skipper shook his head; Julien was not getting away with it.

* * *

The zoo's kitchen had closed up for the day, but its locked doors didn't keep Julien and Marlene away. The two managed to sneak inside without making any disturbance whatsoever. Julien had shut the door behind him, but the penguins weren't far behind! When they reached the big, metal door, the team stared up at it and heard the lock click, signaling them that it was no longer an entrance to them. This wasn't going to stop them of course. Skipper simply signaled his team to a side route.

Marlene had suggested that maybe they can learn to bake some cupcakes for them. This plan soon changed to a food fight when Julien began to learn how to crack open the eggs. They scrambled and tossed eggs, flour, fruit, and anything else they could find at each other. Soon the penguins were just outside their window. They quickly formed into a penguin ladder, with Skipper at the top. He peered through the glass and watched the two having fun in there. His brows furrowed. Julien was going to get them in serious trouble! He knew it! This was no good!

He strained to pull open the window, but it was doing him no good. The window was also closed shut. In all the commotion Marlene had somehow missed Skipper there, especially since her back was towards him. However, Julien was well aware of his presence. Julien picked up a pineapple and began twirling it to gain momentum. Marlene's eyes widened and dove behind a pan for cover and shut her eyes. She didn't know he wasn't aiming for her, however. Skipper tugged and pulled, until finally he succeeded and pulled it open. Julien squinted, aiming at his unsuspecting target. Skipper had just stepped his foot inside when all of a sudden…

Boing! Skipper was knocked right out of the window! Private was actually surprised to see Skipper take off so quick! He blinked at the rumble from Skipper's impact. Skipper groaned from the hit; getting whacked by a spiky, two pound fruit was uncalled for! Private turned around back into the window. Plunk!

"OW!" cried Private as he was hit by an unidentified, gooey object. He fell backwards and both Rico and Kowalski were puzzled by the two birds' falls. They looked down at their fallen comrades and wondered if they should help them up first before carrying on their objective. Rico looked back up and was ready to hop over the window and just knock the daylights outta the wise guy who was throwing stuff at them. But the next thing he knew a large, five pound burlap sack flew towards him and Kowalski! With little time to react, the last penguins were knocked down by the sudden weight. And as they final blow, the sack exploded all over the fallen birds. The little area of cement and bird were now covered in a fine sheet of white. They coughed as the white dust got caught in their throats.

Skipper got up and growled much louder than before. How was an elite force taken down so easily in a food fight? Suddenly Private shivered when he realized the gooey stuff all over him was egg yolk! The horror to a young bird! This was unnatural!!!

* * *

By the end of the day, Julien took Marlene back to his own habitat and the two spent most of their time bouncing in Julien's big bounce house. Up and down the two went, squealing delightedly. The bounce house shook and bounced furiously, creating so much thumping and noise, that the couple didn't notice the penguins glaring up on the platform.

Kowalski lifted his notepad and pointed at a sketch of a deflated bounce house. The rest of the team nodded in understanding and dove down to do just that. They rolled away safely out of sight behind the bounce house. Skipper motioned Rico to regurgitate an item. Rico obeyed- "Blech!"- and handed him a crowbar. Skipper grinned satisfyingly and was ready to stab it right into the rubber and plastic.

Suddenly Maurice leaped in and shoved young Private to the side with a swing of his arm! Private crashed into the platform- Fwoop! He was now unable to fight on. Rico growled and dove right in for an attack against Maurice, but was countered. Maurice puffed out his chest and bashed against Rico's head with his enormous gut! Rico was sent flying towards Skipper and Kowalski! They dodged out of the way in time, and Rico crashed against the baboon stick wall- Crash! Lights out. Skipper and Kowalski posed in their fighting stances, ready to take him out. Maurice braced himself too, flexing his gut.

The two penguins lunged at him… but Maurice never dodged. Instead, he snapped his fingers and the second Skipper and Kowalski were only centimeters away- were snatched up by large paws. The two were shocked to find Bing there, holding them in one paw. Quickly, the two were taken away, along with their unconscious teammates by Bada. Marlene turned around, feeling a sense of a presence, but saw no one there. She shook her head and smiled back her King Julien.

Skipper and the others, however, were thrown out into the cement. By this time, Rico and Private were regaining consciousness. Maurice and both gorillas were making their way back into the habitat. Skipper rubbed his head before he leapt to his feet.

"Wait up, we're not finished yet!" snapped Skipper.

"Give it a rest, Skipper," Maurice replied as he stopped and looked back at him. "You're finished trying to sabotage Julien and Marlene's day."

"Not yet. We don't give up on any mission we take on so easily. Just you wait."

"Sure." Maurice rolled his eyes and kept moving without another word.

"Wait! Get back here!" growled Skipper furiously.

"Skipper, let it go," chimed Kowalski. "We're not in much condition to pick a fight with them again at the moment."

Skipper pounded a fist against his opposite flipper in defiance and growled, more like roaring, through his clenched beak. This stung him deep.

"We're known for our stealth and the element of surprise on our side. Today, we were beat in our own game! They had the element of surprise!"

Private frowned, "Don't be so hard on yourself, Skipper."

"We haven't given up yet," added Kowalski.

"Grrr…" nodded Rico.

Then Skipper sighed. "Alright… that's enough for now. We'll pick this up again in the A.M."

The other three nodded, and together they waddled slightly weakly back to their own habitat. Skipper hung his head low, but out of instinct he took a final glance back at the lemur habitat. Then that's when he noticed Julien and Marlene strolling away from the lemur habitat. Skipper turned himself around and watched them head to the direction of the big clock and bell at the zoo entrance. It was the highest point in the whole zoo… where anything can happen.

"Skipper?" called Kowalski.

Skipper looked back at his team, "Sorry gentlemen, but this is something I have to do."

With that, Skipper slid on his belly towards the zoo entrance.

"Skipper…" called Private but Kowalski put his flipper on his shoulder.

"It's alright, young Private," he reassured. "We'll just have to trust him."

Private looked up and after a while nodded his head. He understood Skipper knew he had something to do, but it still seemed a little unclear to him exactly why. Maybe he'll understand it later… someday.

* * *

Marlene sat at the edge of the bell tower. The sun was already setting behind the city's humongous towers, leaving the sky to a blue-violet color and pinkish clouds. It wasn't dark enough to see the stars just yet though; the sun's remaining light had bounced off the glassy buildings and kept the sky and city fairly bright, just until the traffic lights would light up. Marlene simply enjoyed the twilight hours; the skies would turn into beautiful colors that make her feel nice inside. And it made her even happier to know she had her close companion to share the awesome view with… or so she thought.

She looked turned to Julien behind her, but he was far too busy looking at his reflection in the bell. He tinkered with his crown and simply admired his complexity, whatever it was. Marlene simply rolled her eyes. How cute, she thought with a smile. I guess.

"Julien?" she called.

"Wait one moment, I am busy," he replied without even looking at Marlene. Suddenly he realized what he just said and turned back around at her. "Uh, I mean… yes, Marlene, what is it?"

Marlene smiled back at Julien, "Exactly what was it that you wanted to do up here?"

"Well, I thought this would be a perfect spot for us to spend the evening together."

"Really?"

"Yes. Do you like?"

"Well, it actually is a sweet thing for you to do."

"Yes… exactly."

Julien approached Marlene and seated himself right beside her.

"So… Marlene…" he began as he wrapped his arm around her shoulder.

Just at that moment, Skipper managed to reach the bell tower stealthily without garnering any attention from the two sitting on the platform above him. He hid behind a pillar that supported the platform and glanced up at them. Julien was telling something to Marlene, he had to get closer.

"All this time we have spent together, I have been meaning to ask you something," smiled Julien flirtatiously.

"Yeah?" asked Marlene warmly.

Skipper had managed to climb the building and slid behind the bell, the closest he could get to them without being spotted. He listened attentively, peering cautiously at them.

"This whole week had been filled with laughs, and happiness, and fun, and… well, you get the picture. And well, Marlene… I actually like it."

"So do I," smiled Marlene.

"So, I have decided… in a much more formal and… better way… to ask you…"

"Yeah?"

For Pete's sake, what's he up to now? Skipper thought.

Suddenly gulped, "Well, how can I put this… how about… would you…? No, wait. Um… Marlene… uh…"

"Yes, King Julien?" Marlene went on.

"Well, it's just that… I kinda don't know how to ask you…"

"Well… just say whatever you wanna say."

Skipper didn't like the sound of this. He couldn't understand what Julien was trying to say, but he sensed something wrong was coming. His body heightened, bracing himself for anything.

"Okay… here it goes…" Julien sighed. "Marlene."

"Julien."

"May I have the honor… the privilege… the pleasure… to make you my girlfriend?"

Skipper's eyes shrank. What did he just ask?

Even Marlene gasped… but if anyone weren't mistaken, it didn't sound like a completely surprised gasp. It sounded like a polite one… as if she expected this coming.

"King Julien!" she exclaimed. "Who would've thought you could be so sweet and so romantic."

"Hehe," chuckled Julien. "So?"

"Well…" she began as she glanced down at the cement. She was smiling, and she looked pleased. It was in the bag for Julien the lemur.

"That's the most ridiculous question ever!"

Marlene and Julien turned around to find Skipper sliding toward them.

"Skipper?!" exclaimed Marlene.

"Of course she can't be your girlfriend!" snapped Skipper at Julien. "If you think Marlene will fall your illusion for one second, you've got another thing coming."

"Skipper! Have you been spying on us the whole time?!" blazed Marlene.

"Really, the nerve!" Julien angrily replied. "How daring of you to come in at the most important and crucial moment of my royal life!"

"With all the pleasure in the world to have interrupted it," Skipper retorted.

"Why you…" growled Julien. "If I weren't crownless- er, I mean- if I weren't such a soft, caring gentleman, I would-!"

"Skipper, I've just about had it with you!" Marlene intervened.

"Marlene, just tell this ridiculous, bossy lemur to take a hike!" insisted Skipper. "You need to have anything to do with Ringtail."

"Why would I wanna do that?!" she snapped furiously.

"C'mon, Marlene! I know you don't wanna have any part of him. Stand up for yourself! Take charge for once! Let him know you're not just some damsel he can bamboozle with! Quit being so cute and naive!!!"

Marlene growled to herself, her paws clenched into tight fists. Her fur stood up angrily and she trembled out of anger. She was very much irritated and wanted nothing more than to shut all this madness away for good! She's had enough, this was the final straw!

"Fine!" she growled. "You want me to stand up for myself? WELL THEN HERE!!!"

WHACK!!! Marlene punched the lights out of Skipper across his face, sending him spiraling toward the big bell! BONG!!! The other animals all over the zoo were startled to hear the bell ring. Ears twitched and heads were raised at the sudden sound. Even the other penguins that were taking a break at HQ heard the bell's toll. But, like all the other animals, they dismissed it, assuming perhaps it was just a glitch, or even their imaginations. They were completely unaware of the real drama that was unfolding at the bell tower.

Skipper groaned as he sat up and rubbed his bruised cheek… Marlene's hit was somehow harder than the bell's crash! He stared at Marlene's flaming eyes in a daze.

"I'm sick and tired of you pushing me around like this, Skipper!" Marlene yelled angrily. "So you want me to show you I'm not as cute and naïve like you say I am. Well here! I'm done with you, Skipper!!!"

Julien stared in amazement at the unpleasant sight. He had not counted on this to happen. Marlene was certainly someone he can't reckon with.

"Just go away, Skipper!" demanded Marlene. "Stay away from me and my BOYFRIEND!!!"

Then the moment became solemn. Marlene's feelings were being hurt… and perhaps even Skipper's. The penguin glanced at the cement for a moment. Then after a while he smiled calmly and rose to his feet.

"Then so be it, Marlene," he said.

His eyes were shut, and Marlene's breathing slowed. She hated this because now she couldn't his eyes. What was he feeling right now? He kept smiling and remained calm. How could he be this way?!

He turned around and when Marlene was sure he would leave without another word, he spoke.

"But don't think for a moment that I won't lend a flipper when you need one."

Marlene silently gasped that no one heard. Then Skipper glanced back at her- still smiling.

"The problem is that it looks like you won't need one for a while."

Marlene stared back at him awestruck. That smile… it cut her deep. He had to be faking it. He was a leader of deception and stealth, and this smile proved it. But she knew him better… it had to be fake.

It was then Marlene realized Skipper was gone. That was all he said before he left. Skipper, the voice in her head echoed. She looked back down at the cement and replayed the event that just took place. Then she felt something tapping her shoulder.

"Marlene?" Julien squeaked. "Are you alright?"

Marlene drew a deep breath, "Yeah." She shook her head. "I just… wanna go home."

Julien nodded. He tapped her shoulder once more comfort and they made their way back to Marlene's habitat. The good bye seemed awkward as they stood in front of Marlene's little home in the habitat. She looked up at him and cheerfully smiled. Relief flooded Julien when he saw it.

"Hey," he began. "I did tell you that when you're with me, I will never let anyone bother ever again, right?"

"Yeah," nodded Marlene. "Of course you did."

"So… cheer up!"

Marlene chuckled. "Okay, Julien… I will."

"Please, Marlene… call me your King Julien."

Marlene laughed a little louder, "Okay, I'll remember next time."

Julien patted her shoulder and began his trek back home. Marlene smiled at him, then turned away to head back inside. What an awkward evening this had become for her. She couldn't understand how something like this could happen. Did she truly stand up for herself for once, or did she end up losing a friend? She yawned a little bit and wiped the tears in her eyes. She could care less if they were there because of drowsiness or sorrow. She's never seen Skipper so "unreadable," did their friendship break, or did she just scare him off? She lied down on her bunk, staring up at her ceiling.

But don't think for a moment that I won't lend a flipper when you need one.

These words seemed comforting for a while, reassuring that their friendship was still okay. But the more she thought about them, the less power they seem to give off. She wondered if she should feel guilty, or anything at all. Maybe all this would blow over. Maybe there wasn't anything to worry about. They were still okay, right? Right?