Whoa, this is a cute story with my O.C. couple Marshal and Elli! Credit for Stargazer128 for helping me out and knocknocktimerico for saying I should make this cute scene a one shot! Both of you rock!

I don't own the Penguins of Madagascar.

Marshal and Elli had been assigned to be project partners again, and they had been working ever since they got home.

"Yawn…Elli, hand me the glue." Marshal said putting his flipper up to his beak.

"Where is it?" Elli answer sleepy eyed.

"It's right in front of you," he told her, unable to yell for two reasons. One, because everyone else was already asleep, and, two, because he was much too tired for yelling right now.

"Here," she said handing him the bottle of glue.

They both worked for a few more minutes, before they decided to call it a night and reward themselves with some television. Elli quickly fell asleep and snuggled into the side of Marshal. He found this very uncomfortable at first, so he got up and moved. He was almost away, but that's when Elli opened her eyes. "Where are you going Marshal?" she asked a little sad.

Marshal blushed and looked back her. "I was just…uh…you know." He stammered, but he could see the hurt in Elli's eyes. He sighed. "I think I know where this is going." He started. Thinking Elli was gonna ask if he could bunk with her for the night.

"Please! I'm scared when it's dark, and I always feel safe when I'm with you." She said blushing a little bit and making Marshal blush as well. She looked down, when he didn't come for a minute. "It's fine." She said trying to hide the sadness in her voice, but she had to smile when she felt Marshal come back and lay down next to her. "It's only for tonight Marshal, I promise." She said before falling asleep again.

Marshal sighed and rolled his eyes a bit, but they widened and he tensed up as Elli rubbed her head and even her beak up against his neck making shivers run down his back, but in a good way it seemed. "I guess this won't be so bad." he turned off the TV, and he made a plan to wake up before anyone else, so that he would not be seen in this embarrassing position. Up before my dad? Maybe I should just stay up all night. He thought to himself, but his eye lids got the better of him, and he fell asleep.

Unfortunately for Marshal, he had been known to move around in his sleep, and this caused him to, conveniently, lay his flipper around Elli's back.

A few hours later. . . . . . . . . . . .

Skipper waddled out of his bunk around three in the morning to get a glass of water. "Uh…I better get to bed soon, I've got to train first thing in the a.m.-BISCUITS AND GRAVY!" Skipper hollered out when he saw Marshal and…and Elli sleeping on the cough together. Elli had her head against Marshal's neck and Marshal had his head drooped down with his flipper on her back. "Well at least Private's not here to see this." He started with a nervous chuckle. "I'd hate to be the poor sap to have explain this to hi-"

"Oh dear!" Private said when he waddled out to see what Skipper hollered out for. He waddled towards Skipper and his eyes widened. "That-that's my sweet innocent little Elli right there with your son Marsh-!" he hollered out in a whisper, but Skipper covered his beak.

"Private shush, let's calm down for a moment here." Skipper said trying to calm him down.

"Skippa, it's not like Elli's your daughter!" Private said. He finally came out of Skipper's grip and ran towards them. "What in the name of butter scotch lollies, do you think you two are doing?" he asked putting his flippers on his sides.

Marshal woke up first. "huh? Morning already?" Marshal mumbled with a yawn. He picked up his flippers to stretch them, but then he felt something warm on it. He turned around slowly and saw it was on Elli's back, and Elli was cuddled up next to him like he was her teddy bear! "Oh my…" he said jumping back and backing away from Elli, but he backed up far enough to bump into, a not so pleased looking, Skipper and Private. "H-hey dad." He said with a nervous wave. He gulped. "Uncle Private."

Elli fluttered her brown eyes open when she didn't feel Marshal anymore. "What's going on?" Elli asked stretching and not fully aware of what was happening. Skipper was looking at Marshal like he was some sort of Sysco maniac killer.

"Wha...wait dad, you don't honestly believe..." Marshal started but Skipper cut him off when he threw his flippers up and walked away.

"I give up!" Skipper cried out. "Take him back! I don't want to deal with this anymore!"

"What is Uncle Skippa talking about, daddy?" Elli asked so innocently and now standing by Private.

Private looked nervously down at her. "We can talk about that later, okay sweetie?"

"Ok" she replied, now watching Marshal run after Sipper and try to explain what happened.

"But I didn't... do anything she just was a little scared so I… No wait that's not what I mean!" Marshal said finding that everything he tried only proved Skipper's point.

"Okay Marshal, first things first, what in the name of Great Aunt Mary, happened last night?" Skipper asked in an exasperated tone.

Marshals eyes got wide when he realized his dad really thought that he and Elli…"Really dad, really? You think something happened. Nothing happened. I don't like her that way!

Elli gasped. "What's that supposed to mean?" she asked, hurt.

Marshal backed away and held his flippers in front of him in a protective, "Okay, Elli, you're obviously confused here"

"ARE YOU INSISTING I'M DUMB!?!" Elli yelled infuriated

"Well, kinda, no, that wasn't supposed to sound like that!" Marshal said confusing himself. Marshal was starting to become desperate.

"See what happens, Marshal? You get involved with a girl then look what they do!" Skipper said momentarily forgetting what he thought Marshal did.

"I'm not involved!" Marshal yelled irritably.

"Oh, yes you are!" Elli said in a matter of fact tone. Skipper looked at Marshal with the same look as before.

"Elli, you don't get it!" Marshal yelled.

"What's not to get? I thought you liked me!? You kissed me, right?" Elli asked angrily.

"WHAT!" Skipper and Private both yelled and then looked furiously in Marshal's direction.

"Elli, I told you that never happened..." Marshal whispered eyeing Elli trying to keep her quiet.

"Then why'd you do it if you knew you'd regret it later?" Elli asked pleadingly.

"I don't regret it." Marshal said softly, looking in to Elli's soft brown eyes, though Skipper and Private didn't hear.

"As if a first kiss wasn't bad enough, you had to go and get a second one! And now this!? What are you trying to do, boy?" Skipper yelled at Marshal thinking was doing things, that even himself, being a grown up, hadn't done.

"I wasn't trying to do anything! I was just comforting her! I swear!" Marshal shouted in an unbelieving tone.

"And by comforting you mean…?" Private asked, just as upset as Skipper was.

"It was kind of my fault. I asked him to do it." Elli said, thinking they were mad about them not sleeping in a bed, and not knowing what everyone else was talking about. Private looked infuriated and…disgusted.

"ELLI!!! Let me handle this!" Marshal said, realizing what Elli just said. It only made him look worse, and Private looked like he would take a stick, and would make him look even worse than that! "Okay, here's what happened, she was scared, and I didn't want to, but she was all sad, so I just slept with her, not SLEEP with her!"

Skipper looks at him to try and see if he's lying "Don't try to put the wool over my eyes Marshal, I'm not so easily fooled." He said narrowing his eyes at him.

"I'm not even trying dad, I failed to do that looong ago!" Marshal said shaking his head.

"Fine, but you're sleeping outside tonight." Skipper said making Marshal's beak drop open." You're way too young for these kinds of things."

Marshal growled. "I never did anything!" he grumbled, but his dad's face said he wasn't buying it. He snatched his pillow and marched up the latter grumbling how this wasn't fair and how he should hire Maurice to be a lawyer.

Elli watches him leave "Could someone please explain what just happened?" she asked more confused as ever. One minute she was just laying down asleep, the next, Marshal's supposed to sleep outside. "Why's Marshal going outside?" she asked looking up at her dad and Skipper with a confused look on her face.

"Elli, sit down." Private said to his daughter, who did what he said.

"Why?" she asked even though she was already sitting.

"We don't want you to faint." Skipper said.

Elli nodded. "I'm getting better at it though! I haven't fainted in three whole days!" she said proudly.

Private opened his beak to start, but then he stopped. "Skippa?" he asked facing his leader.

Skipper's eyes widened. "Oh whoa, not so fast, she's your daughter!"

"Well he's your son!" Private said back.

"I don't get it! Why does it matter? We were just sleeping, we were working on our project on Vegetation, and we fell asleep when we decided to take a TV break." Elli said with Private and Skipper looking at her now.

"That's all?" Skipper asked.

Elli nodded. "What else could happen?"

Skipper and Private blushed. "Nothing!" they said at the same time.

"But wait." Private said. "What about this kiss thing?" he asked cocking a brow at her.

Elli blushed, and mentally kicked herself for blurting that out. "Well, you see, when Claudia left, Marshal was all sad, so I went to him. Next thing I knew, we were talking, and I asked him what his first kiss was like, and well…he kissed me. That's what happened." She stammered and was blushing ten times harder now. (That's from my story First Kiss, if you're confused.)

"That's all I needed to know." Skipper said before jumping up the ladder and up to Marshal. Just then Private and Elli heard a smack.

"Ow what was that for?" Marshal asked rubbing his head.

"For taking away Elli's innocence!" Skipper answered with a flipper sill raised in the air.

"Well I need it more than she does right now!" Marshal hollered. Man, it sucks to be the bad guy! Marshal thought to himself before dashing off to the safest place he knew, Marlene. Yeah Marlene! She's help him out and calm Skipper down like the other times!

Marshal finally made it to Marlene and Peanut's habitat! He panted and crawled in the cave entrance feeling worn out. It was four in the morning, so of course Marlene and Peanut were asleep. He ran to where Marlene was snoring like a chain saw. "Ms. Marlene! Wake up, my dad's gonna kill me again!" he shouted in a whisper as he shook the her shoulders.

Marlene opened her eyes and faced him. "What? Why?" she asked cocking a brow.

Marshal explained the situation. "And now, my dad and Uncle Private are gonna murder me, so I need you to-why are you crossing your arms and shaking your head like my dad was?" he asked getting worried, but it was true, he was the bad guy here, and Marlene thought so too.

Marlene shook her head with a sad smile on her face. "Sorry Marshal, but you deserve what's coming to ya." She said making Marshal's beak drop to the floor. This wasn't fair! He didn't do anything, and everyone was against him.

"Not you too! I didn't do anything!" he called out frustrated.

Just then Skipper and Private came up. "Marshal, get your little tail feathers over here!" Skipper demanded pointing to the ground in front of him. "Now!"

Marshal had a feeling it wouldn't be feathered much longer, so he didn't move, but that didn't stop him. The two ran up to him and grabbed him by the flippers. "I didn't do anything! This isn't fair! Save meeeeee!" he hollered out as Skipper and Private carried him away.

Peanut came by the H.Q. to walk with the penguins to school the next dahy. "Hey Athena, Elli, Buttons, Marshal-whoa, Marshal, what happened to you dude?" he asked seeing how Marshal was a little roughed up. He didn't look THAT bad, but he looked like he had just wrestled him or Eggy.

Marshal glared at Peanut. "Never get involved with a girl, NEVER!"

Aw, poor Marshal! : (

Oh well, he loves Elli as you can tell, ah, young love!

Review please!

Stargazer128, she wrote half of it! : )

lol poor Elli, she didn't know what they were talking about but of course Skipper and Private had to assume the worst.