AN: So this takes place after the movie. Many people believe that the series and the movies aren't connected- that they exist in a parallel universe, well I believe that they are connected. So, there's this one scene in the movie where Skipper believes Private is dead, now of course after going through a dramatic experience like that you would at least have some form of Post Traumatic Stress Disorder- well that's what I've taken into account. I apologize if Skipper seems a little OOC, but come on, even gruff people like Skipper have soft spots, right?

Disclaimer: I don't own Penguins of Madagascar. If I did it would be filled with Skilene and endless angst.

Skipper wrung his flippers around the cage, gripping the bars until his knuckles blanched white. He looked up into the eyes of the ruthless octopus that stood before them.

"Alright Dave, just what have you done with-"

Before he could finish, the cephalopod swung around a metal table with the youngest of his team members, Private strapped to it.

"Private!"

"Guys! You're in for it now, Dave!" his little brother cheered.

"Really?" Dave teased in faux excitement. He turned a ray toward the little round penguin. "So, who's ready to move into live penguin testing?"

"You move that death ray away from Private right now!" Skipper roared.

"It's not a death ray, Skippah!" Private called out. "He's gonna turn us into monsters!" The purple octopus nodded, a sadistic smile curling across his lips that made Private tremble in his braces.

"Skippah!"

"You can't take away Private's cuteness!" Skipper hollered in bewilderment.

"He's the cute one, that's his thing!" Kowalski added. Rico nodded in agreement, unable to say anything.

"It's all the little guy's got!" Skipper pleaded. He watched with horror and repulse as the aquatic villain ordered his henchmen to turn up the power, glaring daggers at him.

"Your plan is insane! Do you really think any of this is going to make people love you?"

Dave hesitated, his slimy tentacle hovering over the power button. "No, but they'll despise you. Isn't that what really matters?"

"Negotiations have broken down!" Kowalski panicked.

Skipper frantically tried to get a paper clip out of Rico as the ray was fired. Private quivered uncontrollably with fear.

"Skippah!"was the last word he shrieked before the blast hit him.

"No!" Skipper wailed. All that was left were burn marks on metal and feathers as they gently floated down.

"You maniac, you blew him up!" Kowalski screamed in sorrow and despair.

A small feather landed on the leader's flipper, his heart shattered as he felt his throat constrict. He could barely breathe.

"No..." he whispered. His knees trembled, and he fell onto the cold floor of his prison as tears spilled from his eyes.

"What have I done?! What have I DONE?! WHAT HAVE I DONE!?..."

"Private!"

Skipper jolted up panting and gasping for air. He wiped away the cold sweat that drenched his muscular body in its viscous fluid, and glanced around his surroundings; the room was immured in darkness as shadows drifted off the walls.

He cast his gaze downward, expecting to be concealed within the confines of the metal cage, instead he discovered that the floor was concrete. He blinked in momentary confusion before it clicked that he was actually lying on the cool concrete floor of the bunker. Skipper chuckled and sighed with relief.

It was just a nightmare, they were all fine. Private was fine. Worry stirred in his stomach at the thought of the plucky young solider. He quickly adverted his gaze to Private's bunk, finding the youngest slumbering soundly. Heaving another relieved sigh, Skipper sat down on the edge of his sleeping courters. No matter what he tried, the memory would always creep back in and torture his soul with its presence. He wished he could forget, but he just couldn't.

He placed his head in his flippers, struggling to keep back the onslaught of tears burning in his irises. A few slipped lose and trickled down his cheek, he angrily wiped them away. He could never let his team see him like this, he was the leader and had to remain strong.

Soldiers didn't cry like young infants whining for their Mommy's. Snap out of it!

"Skipper?"

The hatch cracked open, and a sliver of bright flouresent light flooded into the darkness. Immediately instinct took over and he found himself on his feet, striking a stance and prepared for combat.

"Who's there?!"

"It's okay, it's just me," the voice softly reassured.

He looked up to see a figure standing in the entranceway illuminated by the light. A young chestnut brown asian clawed otter stared back at him, her face a mixture of worry and care.

"Marlene," Skipper exhaled, his flippers slowly dropped to his sides. "What are you doing up, and in our headquarters?"

"I should ask you the same question," she retaliated, folding her arms over her chest. "It's four in the morning".

"Never too early to start the day," Skipper meekly answered.

Marlene arched an eyebrow, a look of doubt washing over her face. "Is everything okay?"

"Never better," he lied, flashing a fake smile.

She rolled her hazel eyes and knelt down beside him, gently resting a hand on his knee. "Skipper, I know something's wrong. The boys may not have realized it, but I have. Why don't you tell me what's really going on?".

His smile faded. He shook his head, refusing to look her in the eye.

"I know you believe you can't trust anyone," she continued. "But you can trust me, I'm not an enemy."

Skipper sighed and closed his eyes, if only she knew. He had been forced to witness first hand the brutal demise of his parents at the jaws of malicious leopard seals as a young chick; the truth to his irrational paranoia- not that anyone knew of course. Skipper had a knack for concealing and bottling up his emotions, even from his own troop and he would be damned if he allowed anyone to break down the barriers he constructed.

"...I just had a nightmare, that's all."

"Was it the one where that Lion intrudes on your dreams?"

He shook his head.

"Then what was it?" she pressed.

Skipper's gaze once again rested on the floor, avoiding her gentle gaze. He couldn't tell anyone, they'd think he was weak and incapable of running a commando unit. Leading the team was the only thing that kept him going, the only thing that made it worth getting up in the morning.

"That's...classified, Marlene."

The corners of her lips arched downward into a frown. Classified: how she hated that word; whenever it was spoken she was always shut out and ignored, as if she were invisible and they were seeing right through her.

"You have to get over this raging paranoia, Skipper and open yourself up to others. I know you're hurting, why don't you trust me? I'm your friend!"

"A friend is just an enemy who hasn't attacked yet," Skipper responded flatly.

"We've known each other for awhile, Skipper. I would never hurt you...or try to." Tentatively, she placed a hand on his shoulder.

"Please let me in, I just want to help."

Skipper gazed into her calm hazel eyes, while his twitched and burned with tears. "I-I can't, now go back home."

Marlene shook her head in disbelief. "Alright have it your way, I know you have a tippy top secret secret spy thing."

"Commando" Skipper mumbled under his breath.

She ignored him and pulled open a drawer built into the side wall, and started rummaging through the files.

"If you won't tell me, I'll figure it out myself."

Skipper stood up and frantically tried to force the compartment shut. "That's classified information!"

Marlene rolled her eyes as she pulled back on the drawer to keep it open. "Come on Skipper, I'm just trying to help. Something's bothering you, and I'm going to figure out what it is," she replied as she sifted through the assorted folders with her free hand.

"let's see... Blowhole- whoever that is. Hans: in Hoboken, Manfredi and Johnson: deceased..."

Skipper heaved a resigned sigh and slumped over in defeat. She was getting close, in only a few files his secret would be discovered.

Marlene pulled out a file, eyeing it with curiosity. "Dave the octopus, who's this?"

"Debbie," Skipper growled in anger.

She turned back to the page. "No, I'm pretty sure it's Dave."

Skipper pressed his beak into a scowl, his flippers curling into fists at his sides. "That octopus nearly cost me everything," he spat.

Marlene grinned, looking intrigued. "A revenge story, I got to hear this. So, what happened?"

"Marlene, didn't you ever hear that curiously killed the cat?"

"Yeah, I'm an otter, not a cat, and that's awful cliche don't you think?" she retorted, folding her arms over her chest.

"Manfredi and Johnson thought that until they walked into that cave in Mexico, they were never the same," Skipper replied sternly.

" Yeah, okay who are they anyway? you sure talk about them a lot," she observed.

"That's..." he sighed breaking off the sentence. "Never mind."

"So, what was so bad about this Dave character?" Marlene wondered as she sat beside him. She perched her chin on her hands, intrigued by a story of his past.

Skipper shook his head and stood up. He leaned against the periscope and gazed out of the small porthole that washed a pale blue light throughout the room.

"It's too painful to talk about; the scars are too deep."

"Wow, intense. Come on Skipper, you'll feel a lot better once you get this off your chest. You can't hold the weight of the world on your shoulders, if you don't tell me I'll just read it."

Skipper exhaled in exasperation. There was no way out; she would only keep poking and prodding him with questions. He knew he was beat.

He spun around and grabbed her by the shoulders, looking her square in the eye. "What I'm about to tell you has never been spoken to anyone before. Comprende?"

She slowly nodded.

He sighed. "If you really must know, Dave was the arch enemy of the North Wind. We were sworn in to protect the penguin race from his diabolical plot, but during our operation in Shanghai things got bad.

Private was taken and almost died. I watched that laser hit him with my own eyes. I thought for sure he had been killed because of my mistake. The little chick that had so much faith in me was gone forever, right when he counted on me the most. I still can't forgive myself, we almost lost our little brother...all because of me." He concluded, dropping his head into his flippers as the hot salty tears ripped through the barrier he strived to build and preserve.

"What kind of commanding officer does that make me, Marlene?"

Marlene's breath hitched in her throat as she heard his gruff voice crack; never had she seen the brave fearless penguin look so vulnerable. That really struck home, if anyone Private was always the softy, but Skipper? It was unthinkable.

She stared back at him, unable to say anything. She couldn't imagine the thought of almost losing someone you cared about. Skipper and his brothers were so close; a fact everyone in the zoo knew, the result had broken them beyond comprehension. She could see the pain that shone through his icy eyes; they had completely lost the determined fire that once burned so brightly.

Slowly opening her mouth, she uttered the first words that came to mind. "I had...no idea."

"You can't tell anyone what I told you. It must remain confidential and between us," Skipper ordered gruffly as he composed himself.

She embraced him in a comforting hug. "Skipper, there's nothing to be ashamed of. I still think of you as the brave, strong level headed leader of your team. I'm sure your team do too. No one's invincible, even the toughest of the toughest aren't. Don't beat yourself up over it, these things happen no one can control it, not even you."

"I've never lost a single member until that moment- except Manfredi and Johnson. You have no idea what that feels like."

"You're right I don't, but we all have made mistakes and know what it's like to feel like you've lost all control. The point is you're still a great leader, and I wouldn't chose anyone else to be one," she finished strongly.

Skipper looked up into her hazel eyes, a small smile lifting the corners of his beak. "Really?"

"Absolutely, you've faced dangers the likes of no ones ever faced before- so I've heard. Others would run away from stuff like that, but you look danger straight in the eye, that takes a lot of guts."

"You're not half bad yourself," he commented with a smile.

"You're no Nancy cat you're a Skipper, Skipper," Marlene praised with a salute.

"I am, aren't I?"

"Exactly, so don't let one little mishap get you down. A good fighter and leader keeps fighting and never gives up."

"You're right, we've thought villains like Blowhole and have lived to tell the tale, and Dave...well let's just say he won't be bothering anyone ever again."

"It says he was captured in a snow globe," she pointed out, consulting the documentation.

Skipper nodded. A few seconds passed in silence, Marlene glanced up at the clock that droned on in the silence, realizing the time.

"Well I better get going, gotta get ready for the morning crowd," she replied heading towards the hatch casually.

"Marlene?"

She turned around half way up the rungs. "Yes Skipper?"

" Thanks, you're good in a jam."

She smiled and returned the compliment with a nod just as Private, Rico, and Kowalski began to stir and awaken. The trio eyed the two with confusion through their slightly blurred vision.

"What's going on?" Kowalski questioned groggily.

"Nothing for you to worry about Men, back to sleep," Skipper ordered.

"Yes, Sir" Kowalski replied. He wasted no time in laying in his bunk, he wasn't going to argue against more shuteye.

"Skippah?" Private asked, the cadet rubbing his eyes with a yawn. "What were you two talking about?"

Marlene glanced back at Skipper with a smile.

"That's classified."