AN: This is one of the darker fanfics I have written. It's based on "The Crime of A Forgotten Scientist" by Memma, and Avril Lavinge's Song "Forgotten" (I recommend listening to it while reading) Just to clear up any confusion, the flashbacks are written in italics, while the regular font is the present.

Disclaimer: I don't own Penguins of Madagascar

I keep asking myself why? Why would he do this? Had we really driven him this far? Was it enough to break the bonds that tied us together? I'll never know.

I'm all alone. Skipper and Rico are gone, along with everyone I've ever known. I wish I had been able to do something; maybe things would have turned out differently if I had. But it's too late, what's done is done and can never be changed...

No matter how much I want it.

If only I recognized what was happening right before my eyes. I didn't. I knew something was off, but never imagined it would escalate into this. I don't know what to do, I can't go anywhere, I have no one. All I can do is hide, hoping he won't find me.

If only he wasn't forgotten. If only Skipper was more understanding. If only I stood up and said something, they would still be here.

Kowalski would still be here.

For weeks he had been feeling neglected, isolated and left out, forgotten...

Kowalski groaned and rested his back against the concrete floor of the HQ, his abacus held firmly in his flippers. Skipper, Private, and Rico were seated at the faded table across from him, enjoying a game of cards. Their occasional fits of laughter echoed off the walls and pierced his earholes.

He gripped the framing tighter, flicking the tiny round balls back and forth viciously. He scowled at their mirthful laughter. It was like he was invisible; no one hardly noticed him- even when he was sitting right across from the three- They saw right through him, as if he wasn't even there. The only time they did pay attention to him was when Skipper was constantly belittling him for another invention gone awry.

Any attention was better than none.

If only there was some way he could make them proud, to make everyone see the great scientist he was, instead of the bumbling failure who couldn't create a functioning toaster. Kowalski creased his eyebrows in contemplation, tapping a flipper against his beak as he pondered his ideas for a potential invention. There just had to be something he could create that wouldn't end in a burning disaster.

His face lit up as a thought occurred to him. He leapt to his feet and hurried into his lab, slamming the steel door shut. The vibration shook throughout the room.

Private glanced up from his hand of cards. "What was that?"

"Kowalski's inventing another device that will blow up in our faces," Skipper responded nonchalantly. He plucked a card off of the deck in the centre of the table and added it to his hand.

Moments later the door swung open, colliding into the side wall with a rattle. Kowalski proudly stepped out and surveyed the area. His triumphant smile faltered upon seeing where his brothers focus was. He cleared his throat. Skipper, Private and Rico shifted their gaze towards the lab.

"Behold!" Kowalski brandished a coffee maker from behind his back. "Our new and improved coffee maker!"

"What was wrong with our old one?" Private queried.

Kowalski scoffed and waved his flipper in dismissal. "Some old brewer pales in comparison to this- it's also voice automated."

Skipper rolled his azure orbs in annoyance. "We all know how this will end, just like all of your other screwball inventions."

"Come on Skipper, just give it a chance. I have a good feeling about this one."

"Fine," Skipper relented. With a sigh he stood up and waddled towards the appliance. "I'll have one cup of joe."

A green light lit up as a stream of brown liquid trickled into the mug below. He watched the device with interest, rubbing the back of his flipper under his beak. "Well, maybe I was wrong about you, Kowalski."

Kowalski beamed proudly, he folded his flippers and shot him a smug look. Finally he had done something right...or so he thought. A spark emitted from the appliance as it began to shake rapidly.

"Is it supposed to do that?" Private asked.

"Just a little glitch," Kowalski reassured, pressing random buttons on the panel.

The coffee maker began to tremble and rock more violently with each passing second. A shower of thick brown fluid emerged as it exploded, spraying the scalding beverage across the walls and floor.

Skipper wiped the liquid from his face and fixed him with a heated glare. He peeled a fish off of his head and shook it towards him lividly.

"Kowalski, this is the fifth time this week. Can't you for once invent something that doesn't threaten to destroy us all?!"

Kowalski narrowed his eyes at him in return, and swatted the fish from his flipper. "What do you think I've been trying to do?! Do you really think I want my inventions to blow up in my face EVERY DAMN TIME!"

"Well maybe if you weren't so incompetent, you'd be able to!"

"Incompetent?!" Kowalski snorted. "I'd like to see you try to create something, it's not as easy as you think!"

"Please, anyone could do it and do a better job than you!"

Private cringed and crawled underneath the table, he just hated it when his brothers fought; which was becoming more often than usual. He wished things would go back to the way they always were, when they all got along and worked together as a team to take down the criminals of New York. Sadly, those days were getting further and further away, and which each squabble they seemed more like a distant memory.

He didn't know who to side with. Skipper was right; Kowalski had caused more than enough harm to them with all of his inventions. But Kowalski also had a point; he was only trying to make them proud, and becoming further separated from his brothers, he desperately needed that connection.

It just seemed like they didn't need him anymore, he was only ever used as a consultant on missions and lately they didn't even need that. He was beginning to feel useless to the team and wanted to prove himself.

"I'll show you, Skipper. I will make an invention that won't fail and I won't stop until I do!" Kowalski vowed, with a shove of his flipper he pushed past him and violently slammed the lab door shut.

At that moment I should have suspected something wasn't right; Kowalski had never acted that way before, despite all of the times Skipper yelled at him. I figured he would never harm us...I was wrong. I knew he was struggling with the anger and frustration deep down inside, and it just got worse. Kowalski went on a inventing rampage, desperately attempting to create something that wouldn't blow up in our faces, he wanted to make Skipper proud.

Each attempt failed and they continued to argue; each argument getting more intense, at times I'd have to lock myself up in the lab just to escape all of the screaming. Rico tried to make them stop, knowing they were frightening me. They didn't listen. I turned to Marlene, and ended up crying myself to sleep inside of her rock cave every night. I just didn't feel safe in our own HQ anymore...

"You pathetic excuse for a scientist!"

"look who's talking? You egotistical, arrogant son of a leopard seal!"

"You really want to go there!? Private is in the other room and you chose to use that language?! I will not condone swearing in my squadron!"

Private pressed his back against the far end wall. He squeezed his eyes shut as warm droplets of salt water streamed down his cheeks and dripped onto his feathers, slick from the fluid. He pulled his knees to his chest and curled into a little ball, sobs wracking his trembling body. He tried to stop but couldn't, chocking on his tears he could hardly breathe.

The voices beyond the closed door escalated in volume and intensity as did his sobs. Through all the noise rumbling from inside of him, he could hear Rico's flustered incoherent garbling as he attempted to end the bickering. A loud crash sounded momentarily. Private jumped, his eyes snapping open upon instant. He threw open the door, noticing the overturned table lying beside the wall from his peripheral vision. Without another thought, his feet took him past the three. He quickly climbed up the rungs, and pushed open the hatch. Private raced across their habitat, there was only one person he could turn to.

Marlene pulled herself out of her freshly chlorinated pound. She smiled up at the clear sky as the sun baked down on her slick fur, the water clinging to the damp strands dripping onto the cool lush grass. She shook herself off, wrapping a towel around her shoulders and headed into her rock cave. Upon stepping stepping inside, her eyes widened and her mouth dropped open in shock at the sight before her.

Private was lying curled up against the cool surface of the floor, sobbing and quaking violently.

"Oh my god, Private!" She knelt down beside the round penguin, placing a gentle paw on his shoulder.

"What's wrong?"

Private slowly removed a shaky flipper from his face, and gazed up into her hazel eyes; calm and caring as always. Gulping air into his burning lungs, he opened his beak and spoke.

"I-it's Skipper and Kowalski, t-they're fighting!" The young cadet pulled himself up, he pushed his quivering form into her warm embrace, hiding his red blotchy face in her soft chest and wept.

Marlene gently stroked his back. "Hey, it's okay. All families fight, it's completely normal. How long has this been happening?"

"A few weeks," was Private's muffled response.

"And did they even notice how this was making you feel?"

He shook his head, hiccuping. "We were so close, and now I feel like we're falling apart."

"Okay, you know what? I'm gonna talk to them," she replied, rising to her feet.

"Don't get involved, Marlene. Kowalski's not his self" he cautioned tearfully.

"This needs to be dealt with Private, before it gets out of control".

"I think it already has," he whimpered.

"Stay here," she commanded. "I'll be right back, okay?"

Private nodded, keeping his gaze on the otter as she stepped out of the cave.

Marlene sighed as she glanced back at his trembling form. She had never seen him so shaken. Just what were they arguing about? The penguins were tightly bonded together, they were a team, just what could have happened? She cogitated this as she slowly walked towards the habitat in the centre of the Zoo. Voices sounded in her ears, marring the serenity of the moment; the closer she got, the more they increased in volume.

Pushing herself through the iron bars of the gate, she leapt into the water and climbed up onto the island. With another sigh, she threw the hatch open and clambered down the rungs, prepared to face the growing conflict inside.

The voices instantly swarmed into her ears.

"You treat me with little respect and I'm sick of it!"

"You want to be fish slapped into next week?!"

"This is exactly what I'm talking about!" Kowalski snapped, he roughly shoved Skipper into the wall. He shoved him back with the same intensity, his eyebrows knit together in anger. Marlene hastily pushed herself between the two and held them apart.

"Hey, hey stop it! What's the matter with you?!" She demanded. "You have your brother frightened to death!"

Kowalski grumbled something inaudible under his breath, he pushed her to the side none too kindly, and climbed out of the hatch.

Skipper shifted his gaze towards the otter. "Marlene?" he extended a flipper to help her up "where's Private?"

"Curled up on my floor, crying his eyes out because of you two," she responded dryly, grabbing hold of his flipper and lifting herself off of the concrete.

"Skipper, what's going on?"

"It's Kowalski. I can't explain it, but something is different about him."

"Well, you need to settle whatever differences you have." She rested a paw on his shoulder. "Skipper, please don't be stubborn. You have to think about Private, don't let your pride get in the way. Look at it from Kowalski's point of view."

"It's...complicated Marlene."

"Promise me you'll try. If not for me, do it for your little brother."

Skipper ran a flipper down the length of his face, sighing in exasperation. "Alright, Marlene," he conceded.

Kowalski's anger and depression grew with each passing second of every day. He spent all of his time in solitude locked away in his lab. I was beyond concerned, this wasn't Kowalski at all. What was becoming of our dear brother? That night I confronted him...

Private slowly pushed open the steel enforced door. A sliver of light cut through the darkness as the door creaked and groaned on its hinges.

"Kowalski?"

"I'll show them. I'll show them all!"

He slowly stepped forward, approaching the slumped over scientist.

"Kowalski?"

Kowalski spun around from his work station, and fixing him with a steely glare "WHAT DO YOU WANT?!"

Private flinched and gazed up into the azure eyes burning through his skull, something about them was different; the innocence that shone through had been extinguished and substituted with a burning hatred and darkness. This wasn't like Kowalski at all. He shrunk under the shadow looming over him and stumbled backwards. For the first time in his life, he was actually terrified of the bumbling loveable scientist.

"Kowalski, this isn't like you. Please you have to stop this. I want my old brother back. I'm sorry about the way Skippah has been treating you."

Kowalski roughly seized his flipper and compressed it into a bone crushing hold. Private cried out in pain and tried free himself with his other flipper. He attempted to run away, but Kowalski forcefully yanked him back by the flipper. Private stiffened, the force keeping him riveted to the spot. He levelled his gaze with Kowalski's, noticing a glimmer of darkness in his malevolent eyes.

"I don't want your bloody sympathy and pity, Private!"

I could tell all of the frustration was taking it's toll on him. He was losing more and more of who he was. We figured giving him time alone would help. It didn't...

"Private, Rico and I are heading out for snow cones," Skipper informed his youngest recruit. "You wanna join us?"

Private turned his attention away from the television; the cheery voices of The Lunacorns enumerating from the glowing box in the backdrop.

"No thanks, Skippah."

"Alright, keep an eye on Kowalski. We won't be long."

He nodded, his eyes drawn back to the flashing screen. The hatch slid shut. Five minutes into his program, the latch of the lab door twisted. Private quickly turned off the television, and crawled underneath the table.

Kowalski stepped out from behind the door. The screen fizzed as an image appeared.

"Greetings Pen-gu-in."

He turned towards the sound of the voice, and eyed the screen with disdain. "What do you want, Francis?"

"It's Blowhole," the Dolphin responded, agitation dripping through his tone. "I have a proposition for you: over the past few weeks, I've noticed your little conflict with your team. I have a solution that will solve your problem."

Kowalski leaned closer to the television. "I'm listening."

Private remained still from his hiding place, quaking with fear. Whatever Blowhole had in mind surely wasn't good.

"Destroy them!"

He gasped, quickly covering his beak with his flippers. He prayed they didn't hear him- fortunately they didn't.

"Join me and we'll conquer those traitors. You'll get the respect you deserve, and everyone will know what Kowalski can really do!"

Private's breath hitched in his throat. Would Kowalski really turn on them for all they've put him through? The more he thought about it, the more he realized it was a possibility.

Kowalski hummed to himself and tapped a flipper against his beak as he pondered his thoughts.

"It's tempting, but I must decline."

"You'll change your mind, and when you do I'll be here waiting." Blowhole cackled sinisterly before the screen transitioned back.

Private heaved a pent up sigh of relief. Kowalski was still on their side, but it was only a matter of time before he would turn to darkness. He had to stop him before it was too late. Before they lost him forever.

Kowalski knew what he was turning into, and requested to go away for a few days to help calm down and clear his mind. Skipper declined. I think that was when he finally snapped...

"Skipper, I think it's in everybody's interest that I leave for a while."

"Leave?"

"For a few days. I need to calm down and clear my mind," Kowalski reasoned.

Private nodded, voicing his approval of the notion. "I think it's a good idea."

"No one leaves this unit," Skipper countered firmly.

All of the rage and frustration that had built up inside of Kowalski erupted into a fiery inferno. He narrowed his eyes into slits, his flippers balling into fists.

"Well, maybe I don't want to be in this unit!"

Skipper stared him square in the eye. "What are you saying?!"

"You've always bossed me around, and treated me like I'm invisible. Well, no more. I QUIT!"

He stormed past him and climbed up the rungs, not once looking back. "Hear this now Skipper, you'll pay for the way you've treated me. You'll see, you'll all pay!"

He...accepted Blowhole's offer.

Kowalski stood on top of the island, seething with fury. He brandished a walkie talkie and smiled psychotically as he spoke into it the tiny speaker.

"You know what? I accept your offer."

"Excellent," Blowhole's voice resounded deviously.

The following day the Zoo was attacked.

"Skippah," Private spoke. He tapped his flippers together worriedly. "Shouldn't one of us try to talk to Kowalski?"

Skipper aberrantly shook his head. "Forget it, he's made his choice."

Private was about to open his beak to protest, he was silenced by a sudden vibration accompanied by a low rattling.

"What was that?"

Rico regurgitated a chainsaw and held the weapon over his shoulder defensively. The sound drew nearer. The walls quaked as the door leading to the lab blew off, sending the three hurdling into the wall.

With the aid of his strong flippers, Skipper pushed himself up off of the ground, finding Private and Rico lying in a dazed to both sides of him. He lifted his head, staring straight into the eyes of his enemy.

"Kowalski! What's the meaning of this?!"

The tall penguin locked eyes with him. "I said one day there would be genius justice. Today's that day! I'll show you all what I can do!"

"I always knew you'd commit treason!"

"You don't know the half of it!" Kowalski roared. "You have no idea how much I've suffered in silence because of your arrogance! Well, no more."

With that final word he lunged at his throat. Skipper rolled out of the way and jumped to his feet. Kowalski lunged again, throwing his fist into his face. Skipper staggered backwards as he threw another punch at him. Usually he was the better fighter and could easily best him in a sparring match, but this was a whole other side to the scientific penguin; one he had never seen before.

"I've spent day after day, night after night trying to satisfy you! But it was never good enough!" Kowalski seethed. With each word he came down harder with more force. Skipper dodged his attacks, with a swift kick under his feet his opponent toppled to the floor.

Kowalski growled and rammed into his stomach, crashing them both into the wall and sending a shower of cracks up the surface. Skipper stumbled to his feet as another attack was thrown at him, barely missing it as he slid across the floor. Kowalski pried his fist out of the wall with an enraged roar. Skipper kicked him hard in the back, knocking him to the ground.

"Snap out of it, Kowalski! I don't want to take out one of my own, but if it comes to that I will!"

"No you won't," Kowalski snarled. "I will!" he grabbed hold of a knife and held the blade in front of his face, the light glinted off of the sharp tip.

Skipper's eyes widened. "You lunatic! Have you gone mad?!"

A sadistic smile twisted across his beak. "Oh on the contrary, this is the most sane I've ever been!"

Skipper slowly backed towards the wall as he advanced towards him. He held his flippers in front of him placative gesture as he tried to talk some sense into his adversary.

"Take it easy with that thing. You're not in your right state of mind!"

Kowalski tipped his head back and cackled manically; the horrid sound resonated in his ear holes as he swung the knife at him. Skipper ducked, the sharp edge of the blade grazing his feathers. Warm dark scarlet liquid oozed off of the tip, dripping onto the concrete floor.

He launched his flipper into his Kowalski's beak. Kowalski growled and fell to the floor, the knife landing a few inches from his reach. Skipper kicked it away with his webbed foot.

"That's enough, Kowalski. This ends now."

"You're right it does, FOR YOU!" Kowalski leapt to his feet, and barrelled into him. Skipper was offhanded and didn't have time to dodge the attack. He tumbled across the floor, landing hard on his back. Kowalski menacingly advanced towards him.

"Do you know how much time I've spent? how much back breaking work I've endured!"

"You're right, it's my fault," Skipper panted. "You've always been a great inventor, I knew you could do better. I knew you could accomplish great things, I pushed you too hard and...I'm sorry."

Kowalski stiffened. He gazed at the defeated penguin impassively, as if he were contemplating what he had said. A flicker of hope ignited within Skipper, had he gotten through to him?

His aspersion crumbled into dust as Kowalski's expression darkened. "It's too late to apologize."

Private slowly pushed himself up. His eyes widened in horror as Kowalski snatched the knife off of the floor.

"Kowalski! NO!"

Skipper gasped as a sharp pain pierced through his middle. He slowly tilted his head down, the knife had been driven through his plumage, up to the handle. Crimson shaded fluid trickled out from around the puncture wound, turning his feathers a bright red.

"I won't be forgotten, never again!" Kowalski seethed, pulling the knife out. Skipper cried out as the blade left his flesh. Blood dripped from the edge of the blade and onto the floor which was gradually turning red.

"Kowalski...you maniac," he wheezed as the life drained from his eyes. "You did it...you...finally...really...did..it.."

"Skippah!" Private found his footing and fell beside his leader, hot tears rolling down his feathers.

"Kowalski, what have you done?!"

Rico growled and lunged at the grinning penguin, slamming him into the floor.

"Don't intervene Rico" Kowalski threatened.

"Rico, he's not worth it," Private sobbed in despair.

Kowalski pushed him off and climbed up the rungs. "Enjoy your time now, because it won't last long!"

Rico snarled in rage and gave chase. He leapt up on the island and surveyed the Zoo, there was not a trace of him to even say he had been there. The mute penguin snorted and climbed out through the bars, searching for his psychotic ex team mate. As he waddled past Marlene's habitat, the ground beneath him began to vibrate. Rumbling sounded from behind him.

Rico swiveled his head and was met with the gleaming lights of their car shinning across his face. He screamed in terror and ran as fast as his webbed feet could carry him, but the vehicle was too fast; accelerating rapidly, the bumper slammed his body into a nearby tree, and that was it.

Private heard the screeching of tires from inside the HQ. He lifted the hatch, and stepped outside.

"Rico?"

A clinking drifted in from the right. He turned his head to the left, where he found source of the noise; Kowalski's targeting device rolled to a stop on the path.

Private gasped and headed towards the object. He found Rico's still form wedged inbetween the tree and bumper of their car. A high pitched blood curdling scream shattered the silence. Private flinched, shivers traveling down the length of his spine, he headed towards the sound.

His feet led him to Marlene's rock cave. Stepping onto the lush grass, an object caught his eye. He slowly waddled towards the pound. His eyes widened in disbelief and horror; lying face down in the water was an immobile Marlene.

"Marlene!"

He turned the otter over and felt for a pulse; there was none. Could Kowalski really have done this? He was no murderer. Just what had they done?

Horrified, he dashed away from the scene and in the direction the Lemur habitat. "Julien, you have to help me!"

Skidding to a halt, he found the king of the lemur's slumped over in his throne. Mort lay beside him, clinging to his feet.

"No, not Mort too!" he screeched.

Turning to his left, he noticed Maurice was sprawled across the tiki bar. He lifted a mango out of the pile of fruit; a pungent stench drifted from it, the lemur's had been poisoned!

Private bolted across the Zoo, all around him the Zoosters were dropping dead. Mortified and frightened for his life he ran off, Kowalski's maniacal laugh reverberating through his ear holes. He ran out into the city, seeking refuge in an abandoned alley. The young cadet pressed his back against the cool stone wall, breathing frantically and shakily. He curled up against the surface, bringing his knees to his chest. Silent tears tracked down his cheeks as the rain fell plummeted onto the muddy ground. He was all alone.

Kowalski never came after me. Perhaps it was because I didn't side with Skipper...perhaps not. I don't know where he is now; probably plotting a world domination scheme with Blowhole, or on the run.

I wish none of this had ever happened.

"And that is what could happen if Kowalski cracked," Skipper concluded, laughing maniacally as he shone a flashlight under his face.

"Geez Skipper, I know we're supposed to be telling scary stories, but come on, really?" Marlene retorted, folding her arms over her chest.

Kowalski gawked at the two. "I would never stoop so low!"

"At ease Kowalski. It's all in good fun."

"I murdered the entire Zoo!" he cried incredulously.

Julien scoffed, waving his paw apathetically. "Totally unrealistic."

"It sounded pretty real to me," Private quivered from his hiding place behind Marlene. He clamped his flippers over his head as he cowered with fear.

"And that is exactly why you penguins are psychotic!" Leonard shrieked.

"Well, it got everyone's mind off of the blackout, didn't it?" Skipper countered.

"Eh, this is true," Julien concurred. "But I still think my Jungle law was better."

"Never again," Maurice stated. The lights all around the Zoo flickered to life.

"Good news: blackout's over."

"Well, I think that was some good quality Zoo bonding time," Marlene beamed. "Even if we won't sleep tonight." She flashed Skipper a playful, lopsided smile.

"Thanks"

"It was my pleasure."