This fic would presumably take place somewhere inbetween "Roomies" (the last aired episode as of July 12, 2009) and the next episode, which has not yet aired. (And which I wish would hurry up and air because I'm DYING without my Penguins fix! D:)

This fic contains SPOILERS for "Roomies", and begins immediately following the last scene of said episode, with Skipper and Marlene.

Skipper's expression of shocked horror quickly assembled itself into one of authoritative control, and Marlene was unprepared for the clipped, piercing bark of his voice:

"All hands! Code Sepia! Repeat! Code Sepia! This is not a drill! Go! Go! GO!"

In the time it took Marlene to blink an admittedly long-ish and decidedly fatigued blink, the three subordinate penguins were gone, leaving nothing in their wake but the eerie feeling that Code Sepia was something quite bad indeed.

She turned to Skipper, who had produced a pair of infrared binoculars from seemingly out of nowhere, and who was surveying the area with painstaking precision and muttering to himself.

"I should have known it would come to this. You let things go, you get complacent. Get too cocky. Like carpooling with a scorpion just because you both like the Mets."

"Skipper!" Marlene hissed. "What's going--"

"Marlene!" Skipper hissed back. In one swift motion, he snatched the 12 1/2 pound otter up from her standing position, tucked her under one wing, and dove behind the garbage can, Marlene screaming all the way.

They made a rough landing behind the concrete wall, and Marlene snarled with irritation-bordering-on-blind-rage as she struggled out from under Skipper's wing and dusted herself off.

"What was that?!" she growled. "What, suddenly I can't walk?! Suddenly I'm a doll you just... you just pick up and throw behind stuff?! For no reason?"

"I declared a Code Sepia, Marlene!" Skipper snapped back. "You act like you don't know what that means."

"Yeah, well, I've had a lot of practice."

Skipper ignored her and resumed his surveying. After several tense moments, he slipped completely behind the garbage can and allowed himself the luxury of a sigh.

"So...?" Marlene asked. Her tone still had a bite to it, and she rubbed her hip gingerly.

"It's quiet."

"Too quiet?" she asked dully, rolling her eyes.

"No, actually, just about the usual level of quiet for this time of night. Actually, if anything, it's not quiet enough. Ringtail left his boom box on. It's that darn song about the milkshake again."

"...Right. So everything's... cool, then? We're good? We're cool?"

"Oh, I wouldn't say that. We're under a Code Sepia, Marlene. We're far from good... or cool."

Marlene sighed, rubbing her eyes.

"Uh huh. Look, Skipper, I'm really sorry about... about all of this--"

"Do you know the last time I had to declare a Code Sepia?"

Marlene opened her mouth, ready to produce a sarcastic response, but something in Skipper's countenance stopped her dead in her tracks. Every bit of anger and irritation instantly dissolved into a feeling of icy vulnerable fear.

"No... when?" she whispered.

He looked at her.


Kowalski, Rico and Private stood at attention in their headquarters, awaiting Skipper's return so they could give him their status reports and receive further orders.

"It sure is taking Skipper a long time to get down here," Private said out of the corner of his mouth, "To get back... From his, uh... stuff."

Kowalski tossed him a half-condescending smirk.

"'Stuff' takes as long as it takes, Private, as I'm sure Skipper would tell you himself, were he not..."


"With stuff."

Private nodded and scratched himself.

"Er, um... I hate to admit it, but, erm... I'm a bit rusty on my... protocols..."

Kowalski glanced at Private, raising an eyebrow.

"Erm, my... protocols, when it comes to... Code Sepias."

Rico fell out of formation completely for a moment and hacked up a sloppy, dog-eared tome. Without so much as a grunt, he handed it to Private.

"Oh, thank... thank you, Rico. I must admit, I could use a refresher. There are certain, erm... bullet-points and... such, that... sort of... aren't especially clear... in my memory. So, yeah, this is... is good."

"Indeed," Kowalski nodded, taking great pains to direct his gaze just above Private. His eyes darted downward to the book every now and then, and he coughed loudly in a half-hearted attempt to disguise the fact that he was leaning over the younger penguin's shoulder.

"I mean, I remember... most of it..." Private frowned as he flipped through the pages. "There's actually only one or two things that I... that I... like the page number. I'm not... really remembering... where it is...right off the top of my head..."

"Ah, yes, that's the, er, fourth edition of the handbook, right, Rico?" Kowalski asked. "The unabridged, revised fourth edition?"

"Yah! Yah!" Rico grunted.

"Oh, yeah, didn't we get somebody famous to write the forward for this one?" Private mused. "Some, ah, scientist… actor… lawyer… guy?"

"No, no, he cancelled at the last minute. We had to get Julien to do it again. Remember, this time he wanted twenty five percent of the royalties?" Kowalski reached over and took the book from Private. "Here, let me just find the page for you."

Several minutes went by, and Kowalski was unable to find the page.

"This... IS the unabridged version, isn't it?"

Rico nodded emphatically.

"What's the matter? Can't you find it?" Private asked.

"Uh, just another... minute... I'm sure it's... right in front..."

Private suddenly let out a cracking whimpering whine.

"Alright, I admit it!" Private cried. "I can't remember anything about Code Sepia! I was too embarrassed to admit it. But Skip is going to be back any minute now. Quick, just... tell me what it is, what we're supposed to be doing. I'll wing it from there."

Kowalski appeared profoundly uncomfortable.

"Ah, well, Private, it's... really quite... self-explanatory."

"It is?"

"Isn't it? Code Sepia!"

Private blinked.

"Sepia!" Kowalski repeated.

Private looked at Rico.

"Engh?" Rico shrugged.

Private looked back at Kowalski.

Kowalski snapped the book shut and handed it back to Rico, who promptly swallowed it.

"I have no idea." He shook his head. "I've never heard the term Code Sepia used in my life."

Private took on a panicked expression.

"This is terrible! What are we going to do?! Skipper's going to find out, and--"

And Skipper was there.

"At ease, gentlemen, at ease." A definite disconnect, however, from Skipper's words to his actions. He was far from "at ease" himself, try as he did to hide it.

"Skipper!" Private squeaked, leaping to attention. "We were just..."

"I said at ease, Private!"

"Sorry, Skipper!"

Skipper fixed the three with a level stare.

"You won't find anything on Code Sepia in the handbook," he said brusquely, glancing at Rico. "I'm the only one who's been briefed on it."

"Oh!" Private relaxed at last. "What a relief! Here I thought you'd bust us all back down to private for dereliction of duty!"

Skipper raised an eyebrow, but said nothing.

"Then... what IS Code Sepia, Skipper?" Kowalski asked.

"You'll find out soon enough. Trust me. In the meantime..."

He looked older than any of them had ever seen him look before.

So tired. But penguins never sleep.

Kowalski nodded and began scribbling on his notepad.

"The transport vehicle should be returning within the next 48 hours," Kowalski mused as he scribbled a frantic note on his clipboard. "If we can secure another crate and produce another shipping label to Hoboken,"

He whipped the notebook around, revealing a crudely drawn image of the four penguins standing inside a crate.

His perspective technique was improving.

"We can confront the walrus spy and reclaim what's rightfully ours... perhaps even with interest!"

A devious grin and another scribble, and he produced a drawing of the four penguins making off with a large bucket while the walrus sobbed into her flipper.

"Ooh!" Private squealed. "I've always wanted to be a meme!"

"Just like that, eh?" Skipper grunted. "March right into enemy territory, get back the invention and be back in time for breakfast and a nice leisurely swim?"

"Sure, why not, Skipper?" Private smiled. "Nothing wrong with having confidence and thinking positive thoughts."

Skipper glared in Kowalski's direction, and the tallest penguin seemed to shrink under his commanding officer's gaze.

"Or, you know... not," Kowalski said weakly.

Skipper sighed.

"We aren't going anywhere, Men. As of this moment, we are on complete lockdown. We don't leave this base, at all. Period. Under any circumstances, for any reason."

"Any reason, Skipper?!" Private gasped. "Not even--"

"Not even that. In fact, ESPECIALLY not that. What we're confronting here, men, is something we can't predict. Or guess. Or even fathom. One slip-up, good bye. And how can we help but slip up when we don't know what we're up against?"

"Then... what do we do?" Kowalski whispered. "What CAN we do?"

Skipper shook his head.

"Leave that to me. Just leave it to me, boys."

Never swim alone. A phrase so ubiquitous that even Rico could probably say it, if it came right down to it. A phrase, a credo, a way of life, a staple of their existence.

Code Sepia overrode it. Shredded it. Decimated it. Annihilated it.

0500 and the sky itself could have been a sepia toned photograph from some idyllic past that may as well have never existed. Red and pink and yellow and white, streaky clouds and enough smog to keep the mind from getting too sentimental.


Code Sepia didn't call for sentimentality. It didn't call for hesitation and a last look around. It didn't call for deep, cold, little-lost-kitten worry. It didn't call for anything but a quick, efficient turn of the back and the determination to take on the unknown face to face. His face to the smug, grinning face of almost certain doom.

Darn it anyway, Skipper thought with a sad little smirk, but I really did almost start liking this place toward the end there. It figures.

They would wake up soon and find him gone. Nothing left of him but a note with hastily scrawled orders written on it. Read, memorize, destroy. Move on. Nothing tangible would remain of him. It had to be that way, for their sake as well as for his.

What would have been his last spoken words to them, then? They would always remember those words. Private especially. What were they?

"Keep it down."

Rico had had some kind of coughing fit. Ah, and that had been it. A harsh scolding for the boys to remember him by.

Well, if the shoe fits.

And it occurred to him, all at once, that the key to a successful Code Sepia was, very simply, trust. Trust in himself. Trust in the others not to do anything stupid or risky or anything at all. Trust. A tricky concept and an even trickier action, and one he didn't naturally gravitate toward.

He had once taken down an angry walrus with a wing and a prayer. Prayer wouldn't help him now, shouldn't even occur to him. A silent wish falling on deaf ears. Nothing doing.


He was glad, in that moment, that he had left in command Kowalski, the least likely of the three of his underlings to make any stupid moves, or any moves at all, really, without the explicit go-ahead from his commanding officer.

Kowalski, he knew, was the most likely to follow orders to the letter. The least likely to take heed of the weight of emotion upon them. The most likely to be able to forget his Skipper, the way he had forgotten Manfredi and Johnson before him.

Keep an eye on him; I think he's finally cracked.

But, in fact, Kowalski would likely be the last one to crack. To really, truly crack. Not because of any great strength of character or will, but because of the three of them, he was the least... there. The least fully aware of the goings on of his heart… or if not the least aware, then the least to allow them to control him.

Skipper knew this, because it was how he had made Kowalski. And he had made him well.

Indeed, he would take Skipper's last orders in the spirit they were intended, Skipper was confident. And he would encourage Rico to do the same. A withering glance, a sigh and a setting of his jaw, and 2/3 of the problem would be solved.

And then, there was Private. A problem that couldn't be solved so easily. Private would look upon the perfunctory passing of the torch as abandonment. He would misread the situation as usual. Misread it all the way through to the actual truth, just like he always did.

Skipper suddenly envied that penguin who had scribbled out those orders without a second thought or millisecond of hesitation. He needed that penguin back.

In the end it was the hesitation that would do him in, he knew. He would take that extra second to regard a fleeting little tickle of a memory and he would turn around and there would be Private, all big teary blue eyes and innocence.

Disregarding orders. Disregarding common sense. Throwing himself on the sword and the rest of them along with him, for an idea.

No, not an idea. More than that, though how much more, Skipper couldn't bring himself to contemplate.

He realized in another second that it was too late, and he had already begun to address the youngest penguin before he even heard the light, tentative footfalls on the concrete behind him.

"You're wasting your time, Soldier. Worse still, you're wasting mine. You have your orders. Now, follow them."

He glanced over his shoulder, a scowl on his face. A scowl he hoped would put the young Private in his place.

But there was no one there. The zoo was just as quiet and still as it had been a moment before.

"… Hearing things. Well, alright, then. What am I waiting for?"

Had there been a soul around to see him go, he would have been gone in the blink of an eye.

As it was, he was simply gone.

The morning rush was an hour or so away, and at this time, the public transportation lines were relatively dead.

Skipper had picked the perfect time to get away, he knew, for it was an empty bus that greeted him.

An empty bus meant many things. No kids. No businessmen. No little old ladies.

A single passenger had been aboard, a youngish cleaning lady still in her gray and white uniform, carrying her shoes by their laces, slung over her shoulder. Far too tired to care or even notice the lightning fast penguin diving in the open window behind her.

Another few seconds and the bus was off.

He was going the right way at the right speed at the right time. His confidence had returned.

The bus skipped most of the empty stops, and Skipper cracked a window and allowed himself the luxury of the chill air in his face. His eyes were wide open as he took in the sights. All of the sights. Storefronts and litter by the side of the road had never been so fascinating before. Had never needed to be.

With enough distractions, he knew, he could forget it all.

Five minutes went by, then ten. Somewhere behind the Somali supermarket, the sun was rising.

A stoplight, and Skipper knew immediately that he was no longer alone. Just how he knew, so suddenly, and so completely, he couldn't be sure, but he supposed he could attribute it to well-honed instinct and sharp survival skills.

And there was also the fact that someone had come through the window and knocked him off his seat onto the floor of the stopped bus, but that was purely incidental.

Skipper quickly and successfully subdued his presumptuous assailant, and was preparing to finish the creature off, when he realized he was staring down into the big blue eyes of-

Private, of course, it's Private, he followed me-


...That's not Private. They mixed it up a little. They knew I'd be expecting Private. They're good.

"Skipper," Kowalski was slurring; his voice shaky, his eyes crossing and uncrossing, a large lump already developing on his head, "As your executive officer, I must voice my objections to your chosen course of-- oh-- excuse me one moment, please."

Skipper's second in command flopped over and discreetly vomited under the bus seat.

"Kowalski," Skipper said, his voice reduced to a whisper of shock, "Just what do you think you're doing?!"

Kowalski's response was a gurgling sound, and another round of ralphing.

"Well, never mind," Skipper continued, "It's pretty apparent what you're doing. You're directly disobeying orders, that's what you're doing! The real question is why."

"Why what?" Kowalski asked, shakily getting to his feet and wiping his beak with the back of his wing.

"You heard me, Mister!"

"No, I... actually didn't. I was vomiting too loud."

"Isn't that convenient." Skipper folded his wings across his chest and sighed. "Well, never mind the why. It's pretty obvious. I'm disappointed in you, Kowalski. I expected more out of you. I left you specific orders to keep the base secure, and yourself, Private and Rico out of danger, and what do you do? This. Whatever… this is."

"Skipper, I have come to..." Kowalski seemed to all but withdraw into himself. "I must object to your orders, Skipper."

Skipper rolled his eyes.

"No, really?! Is that why you came? Well, congratulations. Your objection is officially noted. But you know as well as I do that there's no time for any red tape right now. You boys have a job to do, and so do I. Now, get back to headquarters, men."

Kowalski's courage faltered, and he couldn't meet Skipper's eyes.

"No. I... I refuse to take command under such circumstances, Skipper."

Skipper let out a clipped, exasperated scoff, and rolled his eyes.

"Well, congratulations, Rico! You just got promoted."

Kowalski's head snapped up, and he appeared deeply offended.

"Rico?! Skipper, you can't be serious! Rico can't--"

"Okay, okay. Yeah, you're probably right. Okay then, we'll make Private a corporal. These battlefield promotions screw up more chains of command, don't they? But it's done. Now, you listen to that boy! He might be young, but he's got enough guts for the whole lot of you--"

Kowalski let out a half-scream of irritation.

"Skipper, Private won't do it! None-none of us will!"

Skipper shot Kowalski a smirk.

"You three picked a hell of a time for a mutiny. You've already got the ship. What more do you want?"

"Mutiny? No! This is no mutiny, Skipper. I had simply hoped you would listen to reason, reconsider your former orders and..."

"Nothing doing, Kowalski. There's no going back on a Code Sepia."

Kowalski narrowed his eyes and set his jaw. He began hastily scribbling in his notebook.

"In that case, Skipper, be advised that I am fully prepared to-"

"Say, is it just me, or is this the longest stoplight in history?" Skipper asked suddenly.

"Hm?" Kowalski looked up. "It does seem to be taking an inordinate amount of time to change."

Skipper's eyes widened, then narrowed as realization dawned on him.

"Oh, very clever. Very clever indeed. Nice try, men, but not nice enough. You boys will have to get up earlier even than this in order to put one over on me. In fact, you might want to try not even going to bed."

"Just exactly why do you keep referring to me as-- Skipper? Skipper!"

In an instant, Skipper leapt back onto the seat, and was out the window in another second.

Kowalski hissed a curse under his breath and followed him onto the roof of the bus, just as the stoplight changed-

"Finally!" the driver exclaimed.

-And the bus began moving again.

Skipper had reached the edge of the bus, and his mind was racing as Kowalski came up behind him.

"Skipper, come, now, let's not do anything hasty."

"Hasty? Oh, don't worry. I'M not. I'm going along according to plan. You boys are the ones blatantly disobeying orders and putting everything we've ever worked for in jeopardy. If I wasn't in the middle of trying to figure out how to jump off a moving bus travelling at 50 miles per hour without dying, you'd be court martialled. All three of you!"

"Skipper, Rico and Private have nothing to do with this. They aren't even here."

"Oh, yeah?! Is that so? Then how do you explain them being right behind me with a big old burlap sack and a--" Skipper whirled around and found himself face to face with absolutely nothing.

Kowalski raised an eyebrow.

"Huh," Skipper muttered. "Thought sure they'd jump off that awning we just passed. With a big old... burlap sack. Well, suffice it to say, I'm not going to give them another chance. Now, seriously, this time, Kowalski. Don't make me set eyes on you again. Any of you. From this moment on, for your sake, we've never met."

"Skipper! It's-- suicide!"

"What it IS is none of your business-" Skipper smiled as he realized, much to his good fortune, that they were approaching a bus stop occupied by several rowdy youths. Across the street was a bubble tea place, which actually had nothing to do with anything. From where Kowalski was, he was unaware of the upcoming bus stop, which would buy Skipper several precious seconds.

A hop, skip and a jump, and he would be safe on the ground. Another bus would be along soon, and from there-

"No!" Kowalski bellowed. He made a sudden running leap and pinned Skipper down on the roof.

"Sherman's March, man!" Skipper yelled. "You really have snapped!"

"I apologize profusely, Skipper, but I simply cannot allow--"

The bus screeched to a halt, and thanks to good old ever present physics, the two penguins were flung from the roof, screaming and flapping as they sailed helplessly into oncoming traffic.

The pavement was even harder than Skipper remembered as he came to a sudden stop, face-planting in the middle of the street. He quickly shook off his dizziness and disorientation, just in time to see the bus barreling toward him. The hoodlums still remained at the bus stop. The driver had evidently thought better of picking them up.


Skipper screamed and ducked as the bus passed over him.

Kowalski had landed several feet from him, and was staggering in awkward circles.

"Skipper, I'm sorry it's come to this--" he muttered.

"You're sorry it's come to this?!" Skipper snarled, ducking another car. "Soldier, if we make it out of this alive, I expect you to resign your commission effective immediately!"

Kowalski still had his notebook, which he had produced once again.

"Ordinarily, I would agree, however, it is my professional opinion that the current situation necessitates a certain degree of--"

"Heads up!" Skipper screamed, racing to Kowalski's side and pushing his second in command to the ground as a Hummer narrowly missed the taller penguin's head. "Cheese and crackers, man! Don't you remember any of your combat training?! Heads up doesn't mean look up! It means get down so you don't get killed!"

Four more cars zipped over their heads. The driver of the Hummer merged without looking.

"Um... thanks," Kowalski murmured, eyes wide, bloodshot and twitching. "For the record, Skipper, it was never my intention to send us to our certain doom."

"Don't count us out yet, Kowalski," Skipper said. "We've gotten out of worse scrapes than this, though... usually through some form of intervention from Private, Julien or Mort."

"Yes, indeed, you're right. We do seem to owe a good deal of our success to those three, don't we?" Kowalski mused.

Skipper nodded.

"And it's ironic, too, because they're the last people you'd expect to come in and save the day."

"It's just that irony that so often works to our advantage."

"I guess irony can be pretty ironic sometimes, can't it?"

"And how."

Skipper glanced over at his second in command, and frowned.

"If Private and Rico were here, they'd have swooped in and rescued us already, wouldn't they?"

"Most likely."

"...They're not here, are they?"


"You came alone."


"Well, you got any ideas, now's the time."

Kowalski began scribbling notes.

"Judging by the average caffeination and overall awareness level of the passing motorists, I believe our best course of action would be to stage an elaborate musical number-"

He turned the notebook around, where he had drawn a picture of the two penguins in 1920s flapper outfits and bobbed wigs, posing dramatically in front of a full orchestra.

"Then, when we have sufficiently baffled the oncoming motorists, we can--"

"Whoa, heads up," Skipper said. In a flash, he picked up Kowalski by the back legs, whirled him around several times, and let go, jetting the other penguin headfirst into a lamppost, and from there, relative safety.

Getting himself to safety would prove a bit trickier, and getting himself to safety on the other side of the street would be trickiest of all. But now that he knew it was only Kowalski, and not the entire team, which was trying to bring him back, he was more determined than ever to resume his mission.

"Elaborate musical number," Skipper scoffed, shaking his head.

His only chance was to run for it. And run he did. 25 feet. Then 24. 23. 22. 21. 19. 17. 16 15 14 13 a leap! A leap and 9! 8! 7! He was home free. He was there, he could see it, and he could taste it--

And all at once, there was a screaming white noise in his ears, and a hot wind in his face. 18 wheels the size of the Statue of Liberty.


He wasn't going to make it.

5 1/2-- not going to make it.



Nope. Not going to make it.

He allowed himself one last word.


He could almost taste the asphalt, and he would certainly feel the crushing collision, breaking his bones, tearing out his life and his soul… if he even had one anymore.

It was a banana truck. Now there was a delicious irony.

So much sound that it was as if his other senses couldn't keep up. So much everything that it eventually became nothing.

And now he could taste the asphalt. The asphalt tasted horrible.

And in another (minute? Hour? Year? Decade?), it became dark. He was aware of a sogginess around him and inside him. His mangled body, no doubt. Oh! The cruelty of a brain that could process each step of its own unspeakably gruesome death in such exquisite detail!

He could even smell it. Smell what? Gah! His own innards?! They reeked of raw sewage! What had been the last thing he had eaten?!

A gurgling sound, then, that could have only come from his lungs, what remained of them.

So how soon before it was all over, then, and he could go on to being road kill?

Something was holding him back. Something was saying his name.

The darkness subsided a bit. The darkness wasn't supposed to do that.


"Go away, I'm dead," Skipper mumbled. His vocal chords worked surprisingly well, considering they should have been run over by several tons of steel and tropical fruit.


Skipper's eyes popped open. His eyes were still there.

His side hurt. His side was still there.

In fact, all of him was still there. And he wasn't alone.

"Skipper, don't try to move-" Kowalski was saying, but Skipper leapt to his feet before he could finish.

"What in the--" His eyes widened and he took in his surroundings. "I, uh, ask you this in an unofficial capacity, of course, Kowalski, but... status report, if you don't mind. Are these… the pearly gates?"

"Ah, well... not exactly. We're... in the sewer, Skipper. I was waiting for you to regain consciousness before ascertaining our current location. However, judging from the amount and... er... consistency of the raw sewage, I estimate we are approximately 3 kilometers from a high occupancy residential area."

Skipper nodded, a bit relieved.

"The sewer. Of course. It's almost getting so I should just rent a second place down here and avoid the commute. How'd we get down here? Last thing I remember was… bananas."

Kowalski raised an eyebrow.

"Skipper, you really… should sit down."

"No thank you! I prefer to stand—"

He took a step and felt a blood-curdling snap in his leg. A scream followed; a scream that was half out of pain and half a way for his body to reaffirm the fact that it was indeed very much alive.

"I asked you not to move," Kowalski sighed. "Come, now. Let me see."

"Bah!" Skipper waved him off. "I'm fine. As healthy and spry as a newborn- WAUGHHHHH-GEEP!"

He doubled over in excruciating pain and Kowalski was at his side in a fraction of a second.

"I imagine I would have to run some tests on this... 'waugh-geep' in order to ascertain its general physical fitness level immediately following its birth, but if I had to guess, I would say you aren't quite there."

"Sweet General Eisenhower, Kowalski! What's the matter with me?! When I said report, I meant this, too!"

"While you were unconscious, I gave you a cursory examination. You're suffering a mild sprain—"

"A sprain, huh? Well, you know what we called a sprain back in Lithuania," Skipper snorted. "A sissy weenie boo-boo bumpie. Kept the whining and complaining in check. Who wants to admit their sissy weenie boo-boo bumpie hurts?"

"I see. What was the term for severe bruising with possible internal bleeding?"

"Grandma's in town and nobody remembered the swizzle sticks."

"Mmm," Kowalski nodded thoughtfully. "Well, Skipper, I'm afraid Grandma's in town, nobody remembered the swizzle sticks, and your sissy weenie boo-boo bumpie requires immediate medical attention."

"Oh, come on!"

"I'm sorry, Skipper. Think of it this way: it may have been much worse."

"You may be right. Come to think of it, in fact, I seem to recall staring down an angry produce transport just a few minutes ago. Why didn't that kill me? It certainly should have."

Kowalski shot him a self-indulgent grin, punctuated by a bit of a blush.

"Just... returning the favor, Skipper."

"You, Kowalski?" Skipper was quietly taken aback.

"I couldn't very well leave you to your doom."

"Well," Skipper half-whispered, "If our paths should ever cross again, when this is all over, I'll have to buy you a drink."

"When this is all over?" Kowalski asked, almost as if he couldn't believe what he was hearing. "Skipper, please tell me..."

"This hasn't changed anything, Kowalski. There's still a Code Sepia on. I've wasted enough time."

"Skipper, you're injured. I'm afraid... the Code Sepia will have to wait."

Skipper turned sharp, furious eyes on the other penguin.

"Have to wait?! Oh, sure, no problem." He pushed himself into a painful half-sitting position. "Sure, I'll just get on the phone with my diabolical arch nemesis and let him know I'm under the weather and need a few days. So, uh, yeah, if he could just put off trying to destroy the cosmos until I'm feeling better, that would just be super."

"Your arch nemesis?" Kowalski exclaimed. "Doctor Blowhole?! You're going to confront him alone?! You can't be serious. Skipper, what could you hope to accomplish in this state?"

Skipper stood with a controlled grunt and a haughty toss of the head.

"My job, Kowalski! My mission! My duty. Code Sepia."

Kowalski followed him into a standing position.

"You won't succeed. It... isn't possible," he said quietly.

Skipper fixed his subordinate with a dangerous stare.

"Not possible? How dare you. Don't you tell me what's possible and what isn't."

"Skipper, your chance of survival is approximately-" Kowalski pulled out his notebook and had just begun scribbling when Skipper let out an enraged yawp and slapped it onto the pavement.

"You think I don't know that?!"

The two pairs of sapphire eyes locked on each other. Kowalski finished the calculations in his head.

"Your chance of survival is approximately 1 in 78,000," he finished, his voice a whisper. "You will... die."

Skipper laughed.

"I'm dead already. That's what Code Sepia is, soldier. That's what it is."

"It isn't time," Kowalski gasped. "There's another way. Yes, perhaps Doctor Blowhole has an advantage now, but how great an advantage? Not great enough to warrant this kind of a risk."

"You're wrong."

"We'll go back to the zoo, Skipper. We'll think about this. All of us. We'll come up with something, together."

"No. You'll go back. You'll obey my orders, and you'll forget about me. I'm the one he wants, Kowalski. Me and only me. He'll get me, and that will be the last thing he ever does."


"Damn it, Kowalski! You know why I'm doing this! You were there! I thought you of all people would understand."

Kowalski stared at his commanding officer, eyes wide with empathy and terror, and recollection. Unwanted recollection. The memories hit him hard, and he unsuccessfully tried to recoil from his own thoughts.

He looked stricken, sick, as vulnerable as Skipper had seen him since he didn't know when.

No. He did know when. They both knew when.

They had been alone together like this once before, the last two standing. Life and death heavy on their minds then like now.

First Johnson, then Manfredi. Look at it. Look at it. Desensitize yourself to it. It's just death. It's just the last moment of the lives of the two men you'll never get over as long as you live.

They'd want to be remembered as punchlines, and so they were. And so he would pay tribute to them every time he referenced them from then on, them with their unseeing eyes drilling into him, absolution and one-nests with time and the universe and everything ever in their foggy gazes.

We take risks, we take chances, we win some and we lose some. There are debts which we can never repay; there are scales we can never balance. It doesn't do any good to scream about it. Don't do it again for awhile, that's all you can hope for. You can't save the world. You can't save everyone. You can only do as well as you can do.

He knew it all, and he knew to simply do as well as he could do would never be good enough again.

And it was that day that Skipper had instituted Code Sepia. He had looked at Kowalski that day, Kowalski who was always too good for this bullshit, who saw and processed everything, and showed nothing. Who had seen enough to drive any man out of his head, and who had gone right back to work without a second thought.

Skipper instituted Code Sepia. Swore he would never use it. Knew in his heart he would. For his team. For his men. Or at least for the one of them that was still there. The one who was the least there of any of them had ever been. He instituted it so the next time he saw Blowhole, there wouldn't be a time after that.

Code Sepia. The first step and the last resort all rolled into one.

"Skipper... I... would never say this if I didn't believe it to be true, but... I believe you are suffering something of a mental breakdown-"

"Not the case, Kowalski."

"Then… At the very least, it is apparent that you are somewhat emotionally compromised and, with all due respect, not fit to make command decisions."

"Decision has been made, Kowalski. Won't do any good to-"

"Skipper, I must insist-"

"No. You MUST allow me to do my job-"

"As there is no existing documentation for the regulations of this Code Sepia, I am fully prepared to cite Regulation 121, Section Alpha-"

"Oh, don't waste my time with this-"

"-And relieve you of command on the grounds that you are emotionally compromised and behaving in a reckless manner-"

"Relieve me of command?! Pursuant to the nonexistent regulations of Code Sepia, I effectively relieved myself of command as of 0430 hours."

"Impossible! Regulation 1701-B states that the commanding officer cannot relieve himself of duty without the unanimous agreement of the rest of the team."

"Your unanimous agreement was implied."

"Implied?! How?"

"Last night. I said, leave this all to me."


"And you said, well, you didn't actually say anything, you nodded. A sharp, single nod."

"Skipper, how could we have possibly known?"

"You couldn't. That's just the way it has to be." Skipper sighed, then. "You read the orders I left. Memorized them."

"You told us to hold down the fort until you returned, and to destroy the orders you left. You led us to believe you would be back."

"That's right."

"You had to have known we would have come after you. Private wouldn't have given it a day before he-"

"That was where you were supposed to come in," Skipper snapped.

"Me, Skipper?!"

"You. You were supposed to keep everything together. Keep Private and Rico safe. Keep yourself in check. It wasn't supposed to be hard. Not for you."

Kowalski took a step backward as a heavy, unspoken implication passed between them.

"Why… not for me? It's not because you… thought I wouldn't care?" He let out a strange, almost hideous half-laugh. "Is it, Skipper?"

"Don't be ridiculous. It's because I knew you wouldn't do anything stupid. You wouldn't let yourself become emotionally compromised."

"What, exactly, would there be to stop me, Skipper?"

"It's just not… who you are."

Kowalski groaned and, turning away from Skipper, sat down. It was a moment before he spoke again.

"Who I am, Skipper, is exactly what you've made me. "

"What I made you?! What I made you is--"

"-Someone who would follow you anywhere and, if need be, would gladly die for you. For the team. For the cause. For whatever principle we were fighting to protect. You made me someone who loves you, deeply and thoroughly… so much it hurts sometimes. And the funny thing is that I often… don't exactly know why. But I have found that the why is rather… irrelevant."

Skipper was speechless, and Kowalski sighed.

"In short, you made me too well, perhaps, in this instance."

Skipper, in something of a trance, found himself unable to stand any longer. He sat several feet away from Kowalski, averting his eyes.

"I've never heard you say anything like that in my entire life," he said quietly.

This got a smirk out of Kowalski.

"We're guys, Skipper. We don't talk about things like that."

Skipper smirked back.

"You got that right."

The silence was companionable, albeit brief.

"The thing is, Skipper… we have reached an impasse. You have made it clear that you will not yield. Apparently, you cannot yield."


"No." Kowalski took in a deep breath, one that turned cold as it went down. "And as it turns out, neither can I. So what do we have? It is impossible to die for someone who would die for you just as willingly. Eventually something has to give; either you must both die for a principle... or you must both live to your mutual benefit. Skipper, please! Let us help you. Let us stand by you. Come back with me. Please. Trust me."

Skipper hesitated for a long moment, but when he looked back at his second in command, something of that old light was in his eyes once again.

he felt himself slipping into a complacent submission.

All it once, it occurred to him how much better it felt, knowing someone else was there to look out for you. Knowing you could trust somebody else with your safety, your welfare, your very life.

For Mother Nature in all her sadistic wisdom had created him to be a social animal, and the fight against mother nature was never an easy one to win.

It occurred to him that perhaps he wasn't meant to.

"You might be right... about the emotionally compromised thing."

Kowalski looked at him quizzically, then gave an uncharacteristically casual shrug.

"Oh, Skipper... everybody is emotionally compromised. Everybody. That's why we need each other."