"Good work boys, take 5." Skipper said, as he watched the penguins jump out of a ready position. They all took in a deep breath and saluted Skipper, he saluted them back, but kept a careful eye on Kowalski, he wasn't smiling to be on break.

"A minute Kowalski?" Skipper asked, hoping to apologize to the older penguin. Private stared after them for a second, than disappeared into the h.q. behind Rico. Everything was quiet; the faint sound of Julien could be heard.

"Kowalski, I've been thinking and maybe." he started, Kowalski stared at his leader, waiting for him to continue, "maybe I've been a little rough on you." This wasn't easy for Skipper to do, Kowalski was smiling in victory on the inside, and he was waiting for an apology.

"I just wanna say your right." He finished, Kowalski looked up confused, that didn't sound like an apology, and what was he right about, he was right about a lot of things; skipper was going to have to be more specific about what he was right about.

"About Marlene, I noticed her height, and her eyes." Kowalski smiled at skipper, he was finally admitting it, "Her eyes, the beautiful hazel eyes I'd seen almost everyday since she moved here. I knew from the start how I felt, but a leader like me can't get distracted." Kowalski waddled over to his friend starring over at the otter habitat.

"I saw you looking at the picture last night." skipper looked up at him surprised, "Somewhere around 2300 hours." He pointed out matter of factly.

"So you heard me." Kowalski nodded his head, all was forgiven. Skipper smiled at the taller penguin, than thought of Marlene. Skipper let out a sigh, a sad and depressing sigh. Kowalski thought for a second, of him and Marlene. He opened his mouth to talk but before he could, something caught his eye.

Private was waddling over to the otter habitat. Kowalski smiled, thinking out Private and his first crush. Skipper noticed as well, nudging Kowalski back to the H.q.

*Otters*

Private had knocked on the out side of Marlene's home. He waited for a reply calmly hoping Carlene would be in.

"Come in." He heard the familiar voice of Marlene, he smiled and walked in. Marlene was holding the duster, the Room was still brightly clean, but Marlene always liked to see things sparkle.

"Oh hey Private, Carlene went over to see Doris, But you're welcome to stay till she gets back." Marlene offered setting down the duster. Private smiled and sat down.

"I was going to ask Carlene out on another date." Private stated, smiling wildly at her name, Marlene turned around and smiled at him, hiding the shock at 'another date' she Expected Skipper to convince him it was hangout.

"Did you have fun with skipper?" Private asked Marlene blushed a little, which was visible under her white fur.

"Yeah, yeah it was fun; Just out of curiosity is Skipper calling it a date?" Private frowned and looked away which was enough answer for Marlene.

"Not exactly, for him it's just hangout, why?" Private smiled to himself.

"Oh no reason just, just wondering." She frowned deeply, her eyes sadly pointed at the ground. Private watched her, and took notice of her sad glance.

"Marlene, can I ask you a question." He rose to his feet, speaking in his British accent, nervous about the question he was about to ask, Marlene shook her head yes and waited for Private to talk.

"Do you, love Skipper?" He stuttered a little, Marlene blinked a few times wondering if he really just asked that, she blushed a deep color.

"No, no." Her voice was high pitched and squeaky, private raised an eye at her. She smiled trying to look innocent, like she was telling the truth.

"Than why do you have the picture of you two on the table?" he asked, pointing to the framed picture Marlene had been looking at the night before. Only Private didn't know that. She thought for a second, racing through her mind for an excuse.

"What a girl can't have a picture of her best friend?" She laughed nervously, "Come on, no big deal." he Fake smile faded away, and she let out a sigh. Private walked up to her.

"Than why not ask him out?" Private sympathetically said, putting a flipper on her shoulder, her head was bowed, "What's the worst that can happen?" Private asked innocently.

"Rejection, humiliation, loosing my best friend." She answered sourly with out raising her head.

"Come on Marlene, Think of how happy you'll be if he says yes." Marlene raised her head a little taking in a second to think, she looked down at Private and smiled bravely.

"Your right Private, I will." She smiled in triumph, Private smiled back, patting her on the back.