The next day, Marlene marched up to the penguin habitat. She poked her head over the fence and spotted Fey lounging on a chair. She wore her shades, which Marlene couldn't help but feel that those shades looked a little familiar. But what did it matter, there were bigger things to worry about. Like whether or not she was willing to go through with this confrontation or not. She gulped and shook her head. Yeah, she thought. I'll do it. She leapt over the fence and splashed into the water. Fey heard the splash and lifted her shades to her forehead and looked over at Marlene's direction before her. Marlene shook her fur for a bit and then looked at the penguin.

"My, good morning, my best friend in the whole zoo," she smiled.

"Save it," Marlene snapped.

"What's the matter?"

"Don't act all innocent on me! I saw you leaving the zoo office last night on your own."

"Me? Last night? I was asleep."

"Yeah right. I saw you with my own eyes!"

"Marlene, I think you've been having another nightmare about me."

"It wasn't a nightmare; I was wide-awake because of the lemurs, so don't try to hide it. I don't know why you were in there by yourself, but I'm going to find out why."

Fey removed the shades and placed them on her chair as she got up. Now they were face to face.

"Look, Marlene, I don't know what's going on here. But if we're going to continue staying together, I suggest that we start getting along. Shall we go for another stroll to settle this?"

"Not this time, Fey! Y'know I'm so sick and tired of you and your act. Since day one, I knew that there was something off. And Lord knows that despite of it, I've done my absolute hardest to see the good in you. And so far you've managed to successfully shoot down all my attempts!"

Marlene stared down at Fey and heaved her shoulders angrily, trying to keep it together. But suddenly Fey did the most unusual thing. She clapped her flippers in applause and stood there with her trademark smile. Marlene straightened herself out and cocked a brow in confusion.

"Well, Marlene, you sure are hard to win over," she said sweetly. "I'm very impressed. Actually, I have a bit of a confession to make myself." She approached Marlene and placed both her flippers on her shoulders. "I never liked you either." Her grip on the otters' shoulders tightened immediately, giving Marlene a chilling reminder of the strength in her dream. "But that's alright, dear. You don't have to like me for me to stay. I've done my absolute hardest as well to get along with you, but… I guess I just wasn't good enough to be your friend after all."

Marlene didn't like this one bit.

"Let go of me!" she growled.

"Oh I will, dear, don't worry about that. And when I do, I'd like to kindly ask of you that you never set foot on this habitat for the rest of my stay. Nor will you even speak or see the penguins here."

"And what makes you think even I'll listen to you?"

Suddenly Fey pulled Marlene up to her face until Marlene could smell even Fey's fishy breath. She gasped at this action and stared into those purple eyes of hers. She looked very intimidating without all the glee and sparkles in her eyes. They were in direct contact of each other, and there didn't seem to be any chance of escape. Total shock and fear consumed Marlene as she could feel her blood turn cold.

"Because if you don't, I can promise you you're friends will get hurt," she sneered.

"Fat chance! You won't be able to pull it off!"

"Oh, trust me, dear. They don't know me like you do. Oh! Wait a minute… you don't even know what I can do either."

She released her grip and pushed Marlene away. She stumbled backward but caught herself before she can fall over. She was horribly shocked at her. She almost wished this was all a dream!

"I won't let you get away with this. I'll make sure Skipper knows."

"Make sure I know what?" said a voice from the fish bowl entrance.

And out popped Skipper along with the rest of the team. Boy, talk about great timing! But when Marlene was about to expose the evils of Fey-

"Oh, Skipper! I'm so glad you're here!" cried Fey with fear in her voice. "Marlene's gone crazy! I've tried to calm her down but nothing works!"

"What?! You're the one who's crazy!" Marlene pointed out.

Fey ran to Skipper and wrapped her flippers around his neck in a tight hug, "It was awful! She told me she didn't like me and then threatened me!"

The team broke out in a shocked gasp. Skipper looked up at Marlene unbelievably, "Marlene!"

"Aw c'mon!" she whined. She couldn't believe this at all! "This is ridiculous! You know I wouldn't ever threaten anybody unless there was a good reason for it."

Fey snuggled her face into his neck, "Skipper, I'm scared!"

"So what good reason did you have for threatening her?" Skipper asked.

"I didn't threaten her! She threatened me! You have to trust me! There's something wrong with her, I felt that since I even got to know her and she even promised that-"

"So you never liked Fey at all?" asked Private.

"Well… no, but-"

"So you've been pretending about being her friend all along?" questioned Kowalski.

This did sound a little wrong. "Um, yeah, but…"

Rico pulled out a talking toy and pushed a button: "Lying."

"Um…"

"See?" shrieked Fey. "This makes her a liar! And just when I thought I knew her so well. Who would've thought she had a sick, twisted side!"

Marlene was simply appalled. Her mouth hung open at the situation and her eyes were just wide open. How did she end up here? The team looked at her with sad faces. Each penguin looked at Marlene with expressionless looks. Do they really think that they've lost a dear friend in Marlene?

"C'mon!" she tried. "Who are you guys going to believe? I'm your friend! And she's just a crazy witch! I can't believe you're even thinking about who to trust! This is insane!" She was so consumed by rage, and just looking at their worried and sorry faces. Why wouldn't they believe her? And she saw Skipper pulling Fey close to him… why hasn't he sensed anything wrong? Why is he defending her over Marlene? Why was this even happening? She growled and her teeth were grinding. "You're all idiots to not notice anything wrong!!!"

She clasped her paws over her mouth. What did she just say? The team gasped and looked Marlene unbelievably. Her eyes darted over their expressions.

"Oh, no," she began softly. "I didn't mean it like that, it's just that-"

"Marlene, I'd never thought I'd see the day," said Skipper as he shook his head.

"But that's not… but, I never meant… please, hear me out," she pleaded.

"I'm sorry you feel that way about us. We've heard just about enough and I think it's best you left."

Marlene's whiskers and ears drooped. She sighed sadly and turned around to walk away. She looked back at the penguins. Fey pulled herself closer to Skipper and kept her sympathetic mask on. The team looked sad and hurt, and she didn't feel any different herself. She looked at Skipper and his blank disappointing look. It nearly crushed her heart that she felt she let the team down. Maybe they'll be better off with Fey now than with her. She dove into the water and hopped on the fence and looked back for the last time. She looked at Fey and then shut her eyes before she leapt off and ran back to her habitat. I'm so sorry, guys, were her final thoughts to them. Whatever happens…I just hope you all stay safe. Then a thought hit her and it nearly shattered her heart- the shades Fey wore were Skipper's favorite. She didn't even shed a single tear when she reached her home. She was stronger than that.