Penguins of Madagascar (2014) Script


An inhospitable wasteland.

But even here, on the Earth's frozen bottom, we find life.

And not just any life.


Joyous, frolicking, waddling, cute and cuddly life.

Look at them tumbling onto their chubby bum-bums.

Who could take these frisky little snow clowns...

Seriously? Does anyone even know where we're marching to?

Who cares? I question nothing.

Me, too. Me, too.

Well, fine! We'll just fly to the front of the line and see for ourselves.

Kowalski! Rico! Engage aerial surveillance.

Here we go! Doing it! Come on! Skipper, we appear to be flightless.

Well, what's the point of these?

Whoa! I like it! Hey, this could be our thing!

What are we gonna call it? Let's call it the... "high one."

Hey! Anybody see that? That's an egg! Is someone gonna go get it?

We can't do that. Why not?

Well, it's a dangerous world out there, and we're just penguins.

You know, nothing but cute and cuddly.

Yeah. Why do you think there are always documentary crews filming us?

Well, sorry, kid. You know, we lose a few eggs every year. It's just nature.

Oh, right, nature. I guess that makes sense, but... something... something deep down in my gut tells me that it makes no sense at all.

You know what? I reject nature!

Who's with me?!

The old ship. No one's ever returned from there alive.

Relax, Kowalski. There's a bird down there now. Look, he's fine.

Leopard seals... nature's snakes. Aren't snakes nature's snakes?

How should I know? I live on the flipping frozen tundra.

They're going for the egg! Give me a way down there, ASAP!

All one would have to do is collect 300 feet of kelp, dry it in the...

Tiny and helpless, the baby penguins are frozen with fear.

They know if they fall from this cliff, they will surely die.

Gunter, give them a shove.

...harnessing the jellyfish we've trained to obey simple voice commands.

Now, that's more like it!

That-a-boy, Rico! Don't let him have it!

Okay. I guess that works.

Get to high ground!

Boo-yah! Success!

I'd recommend firing it now. Nope, hold on.

We really should fire it. Not till we see the white of its eyes.

They're mostly pupil. Very little white. Almost none!

They got to have a little bit of white, right?

None whatsoever. What if they look really far to the left?

Fire in the hole!

Kowalski, analysis?

We are really awesome at this.

Boys, we did it! Mission accomplished!

Hey, hey, we can do our thing. High one!


My bad.

Look. It's... it's the miracle of birth.

A moment... of extraordinary beauty.

Oh, that's disgusting! I think I have amniotic sac in my mouth!


Hello. Are you my family?

You don't have a family, and we're all going to die. Sorry.


What? I thought that was what we were all nodding about.

No one's gonna die! Know what you've got, kid?

You've got us. We've got each other.

And if that ain't a family, I don't know what is.

So adorable.

Kowalski, what's our trajectory?

95% certain we're still doomed. And the other five percent?

Adventure and glory like no penguins have ever seen before.

I'll take that action. But where are we going?

The future, boys.

Glorious future!

That song! I swear it's gonna make me lose my salmon.

Singing getting louder, Skipper!

Then move faster! Somebody get that wig off Private.

Kowalski, status report! I'm really getting tired of this song.

Well, the best part of owning a circus is you can transport a cannon over state lines.

Ten years ago on this very day, a tiny egg hatched, and our world got a little bit cuter. So tonight, Private, we celebrate your birthday by infiltrating the United States gold depository at Fort Knox!

Splendid! What?

There she is, boys.

The object of our unholy desire. The butter on our biscuit.

The royal flush. Skipper?

Private, what's our rule about interrupting analogies?

Sorry. Please continue. The moment's gone. Private ruined it.

Sir, we're approaching our target.

But, Skipper, I really... Are you questioning my leadership, Private?

No, sir. Too bad.

'Cause I respect a soldier with some moxie. Really? Then I really think we should...

Whoa, whoa, whoa. Dial back the moxie, sass-mouth.

Oh, look at you. Still so adorable.

Fire in the hole!

8:00. Night-night time.


Private, come on!

- Please enter pass code. Kowalski, you're up.

Please enter pass code. Rico, sonic incursion device.

Oh, come on, you're kidding right?

Kentucky, Skipper. They do love their Flatt and Scruggs.

Y'all come in now, y'hear? Have yourself a iced tea.

Private, if you could have anything you wanted in the whole wide world, what would it be?

Well, gee, Skipper, I think to be a meaningful and valued member of this team.

Well, we got you something else.

A vending machine? Well, not just any vending machine, Private.

The last remaining home in America's nanny state for those succulent but chemically hazardous bits of puffed heaven called...

Cheezy Dibbles!

Happy ding-dong birthday, you little scamp!

Thank you!

You mess with the bull, you're gonna get the horns, Private.

Now, hit that machine and get your present.

We just broke into the most secure facility in North America.

You know what that means?

We're wanted criminals who'll be on the lam the rest of our lives, always feeling the hot breath of Johnny Law on our necks?

No! It means, as elite units go, we're the elitest of the elite.

Top shelf in the bureau. The penultimate, plus one.

Where'd Private go?

Oh, there he is. D-3.

Oh, Private. How much is he? He's $3.50, sir.

Well, that's outrageous. Even for Private.

Sir, the machine is alive!

I don't think I like your attitude, vending machine.

Or your prices! Release them!

What the...?

Kowalski, analysis. All evidence indicates...

I ate too many Cheezy Dibbles.

We're behind enemy lines and incredibly thirsty.

Rico, bust us out of this delicious prison.

Nice work, Rico.

You are a meaningful and valued member of this team.

Private, quit lollygagging. And regular gagging.

Dark and ominous... Two of my least favorite traits in a room.

Oh, look! A button. Private, don't!

Now, what have I told you about... Sorry, what?

It looks like some sort of giant laser sent to kill us all, sir.

Another one. No!

Wha...? Naughty, naughty.

Pretty birds belong in their cages.

Now, that's just hurtful. And I was so happy to see you again.

Skipper, Kowalski, Rico... and sweet little Private. Boop!

Who are you?

The humans know me as Dr. Octavius Brine.

Renowned geneticist, cheese enthusiast, and frequent donor to NPR pledge drives.

But you know me by a different, much older name.

A name perhaps you'd hoped you'd never hear again.

A phantom! A shadow of a former life!

I... am...


Kowalski? Sorry, sir, no clue.


Dave! Dave!

Dave? Dave!

Dave. Dave!


Wait. Wait. I... I live this way.

Go ahead, Dan, continue. You seriously don't remember me?

Dave! Dave! Right! Oh, yeah, long time.

How's the wife?

I've never been married.

You may not remember me, but I could never forget you.

Let's shake up some old memories.

New York City.

The Central Park Zoo.

Life was good.

Roomy tank, great location, monkey-house views.

And, of course... my adoring legion of fans.

Cool. - Dave!

The octopus of a thousand tricks.

Awesome! I was the total package.

Wow. Hey, kids!

You got to see this. Get up here quick!

Come on, kids. Come on... And then you arrived.

Oh, they're so adorable!

Just smile and wave, boys. Smile and wave.

And took everything from me. They're so cute!

They're so adorable. Have you ever seen anything cuter?

Four adorable baby penguins.

With you around, no one wanted an old octopus anymore.

"Out you go, Dave."

And so it went, over and over, - at zoo after aquarium. Dad, look!

I can't see the penguins, man!

Adorable penguins stole the show.

While I was shunned.




That sounds awful.

Oh, it was.

I came to realize some creatures are born to get all the love.

The rest of us get nothing!

The only thing that has kept me going all these years is my burning thirst for revenge!

And my precious souvenir snow globe collection.

What is wrong with you?!

Oh, Daryl, Daryl, Daryl, you can't blame us for what happened to you.

Can. That's how this whole revenge thing works.

And with this, I finally have the power to destroy you.


Nicolas, cage them.

I've got some bad news for you, Dennis.

You messed with the wrong birds. Because we are an elite unit, the best of the best. Cream of the corn on a platinum cob.

And we're gonna take your deadly green goop and sashay right out the exit hatch.

And just how are you going to do that?

Deploy secret weapon.

The cheese, it burns! Roll out.

After them!

All right, boys, it's just like Cuba.


How about some music? Something chase-y.

Here they come.

Let's move. Stroke! Stroke! Stroke again!

Stroke some more! Stroke!

Stroke! Stroke! Stroke! Sorry! Stroke! Stroke!

We got baddies, six o'clock. Kowalski, battle formation.

So you squeegees want to do the gondola mambo? Let's dance.

Mother-of-pearl, that stings! I've lost visual.

Kowalski, be my eyes. Left.

Right, right! Up!


I think I got 'em. They are down, sir.


Skipper! They're back up.

And we are running out of canal. Parker Posey! Go all-terrain.

Will you marry me?

We've lost engine one!

And two and three. Four!

Switch to emergency power. Aye, aye, Skipper.

We've got melons! Dead ahead!

I can see. Rico, the glowy thing!

Venetian blinded again!

We've been boarded. Initiate self-destruct sequence.

Nice. Whee!

Frankly, I'm surprised we had a self-destruct sequence.

All right, boys, battle stance.

We're in battle stance, sir.

Okay, good. Now we spring our trap.

I'm not sure they're the ones that are trapped, sir.

Kowalski, remember our little talk about true but unhelpful comments?

Yes, sir. Sometimes we just have to wing it.


Sorry for underestimating the plan, Skipper.

It's okay, Kowalski. Just don't ever doubt me again.

Now, what the heck is going on?!

Remain calm, penguins.

You are now under the protection of the North Wind.

You're welcome.

My gosh.

You guys are so cute. You guys are just so, so cute!

And cuddly.

Hey, get away! No more hugs!

It's like being licked by a basket full of puppy dogs.

Corporal! Corporal!

Chart a course back to North Wind headquarters.

Eva, inform them that we're bringing in witnesses.

Private, Dibble me.

We're not going anywhere with you.

We don't even know who the heck you are.

The North Wind is an elite undercover interspe...

The North Wind is an elite under...

An elite undercover interspecies...

...task... force, dedicated to help... helping...

Dedicated to helping...

Dedi... Dedicated to helping animals who can't help themselves.

Like penguins. Really? And you are?

My name is classified. Classified? What is that, Dutch?

Can't really hear the accent. Excuse me?

There's the accent. No, my name isn't Classified.

My name is classified because I am the leader of this strike team.

The seal is Short Fuse, weapons and explosives.

The bear is Corporal, he's our muscle.

And the owl is Eva, intelligence and analysis.

Well, Agent Classified, we happen to be an elite unit, too.

Self-destruct sequence activated.

You know, you should really label these things. In three, two, one...

The name's Skipper. I run this outfit. Back there is Kowalski.

He's the brains of our operation. Say something smart, Kowalski.

See? He's working on a whole 'nother level.

And Rico, he's our demolition expert.

He destroyed that chair for the sheer fun of it. No reason at all.

And then there's Private.

He's... he's sort of our, you know, secretary/mascot.

Cute. And cuddly. Oh, sorry.

Well, let's see how well "cute and cuddly" handles this next bit.

Nice doggy door.


Look at this.

Well, well, well. Not a bad place you got here, Classified.

Thank you. That's not my name.

Arrival at pad 17.

All right, tiny penguins, the best way for the North Wind to protect helpless animals like yourselves is to bring Dr. Brine to justice. Now, you were inside his sub, so I need to know everything you know.

Hey! Just tell me everything you know.

All right. Numero uno:

Never trust a Dutchman in a tulip fight. Tulip fight...

Canada is secretly training an army of Sasquatch.

Hot dogs are, in fact, only 17 percent actual dog.

Not "everything" everything. Just... everything regarding your abduction by Dr. Octavius Brine.

Why didn't you say so? What?

My team has uncovered that Dr. Octavius Brine is actually an individual known as Derek.

Dave. As Dave the octopus.

An octopus? No. Dr. Brine is not an octopus. He is...

An octopus. Precisely. That's exactly what our intel indicated.

Release the sheep.

What you, of course, could not know is that Dr. Brine's laboratory in Venice is secretly developing a doomsday weapon called the "Medusa Serum."

But what you don't know is that Dirk... Dave.

Dave won't be using his bazooka serum... Medusa Serum.

Medusa Serum on anybody.

That part is accurate. Show him, Rico.

You stole the Medusa Serum?

Well, stole the serum, saved the day, did your job for you. Call it what you will.

Debbie! Dave.

Dave! He hacked into our system.

Where's the sound?

Dave. Your microphone, it's not on. I can't... I can't hear anything.

Click on the button with the picture of the microphone.

Every time a villain calls in, this happens. - Hello? Hello?

Now we can hear you, but we cannot see you. So annoying. Every time.

It's like talking to my parents. - How about now?

Hurray! Great!

Yes, we've got you; that's fantastic. - Excellent. Now, where was I?


Greetings, North Wind. I see you've met my old zoo-mates.

We were never mates. There was no mating.

Turn yourself in, David. You're powerless now that I've stolen your precious Medusa Serum. What? You? You didn't steal that.

It's over. It's over?

Then why did I call you?

Weird. Oh, maybe it was to show you this.

That is a lot of serum for four penguins.

Oh, you thought this was just about you four?

No, no, no, no, no, no.

We're just getting started.

Now, if you'll excuse me, I have to go do some shopping... for revenge!

Wait, how do you...

What do I push? Is it the red or...

I thought it was the... It's not this...

Incoming alert. Put it on the screen.

The Berlin Zoo... 15 penguins missing.

Dave's kidnapping other penguins! No doubt cute and cuddly.

We have to move! What? We have to move! What?

Time for our A-game. Everybody, huddle up.

Corporal, ready the jet. I'm initiating North Wind Protocol Zeta.

12 more penguins taken from London Zoo.

Okay, boys, this is it. The mission we've been preparing for our entire lives.

We're gonna take down Dave or die trying.

Kowalski, cancel our improv class! Yes, sir.

Rico, equipify. Hi!

Private, do that little thing I like.

It's still funny. Skipper, good news.

I got them to credit our class. Sir, the jet is ready.

Oh, yeah, baby! Just like Super Bowl 19!

They're stealing my stuff!

No! This mission has no place for a pathetic waddle of useless penguins!

Who are you calling pathetic? Enough!

See, Rico, that's why you can't have nice things.

You know, I'm pretty good with computers myself.

Put on your jammies, penguin.

They are even cute when they're asleep. Not to me.

I want these butterballs out of my way and out of my mission.

Ship them to one of our safe houses. The most remote place on the planet.

Where the heck are we? Oxygen content is low.

I suggest we limit our breathing.


Sorry! I get gassy when I fly.

Toot sweet! He does. We must be on a plane.

What did North Wind do to us?

They gave us badges.

Not badges, tranquilizer darts.


That low-down dirty dog is trying kick us off the mission.

He thinks we can't save the penguins because we're just "penguins."

Well, penguins are our flesh and feathers. They're us.

And if anyone's gonna save us, it's us.

But, Skipper, we've got to be five miles up.

That pretty much limits our options. I make my own options.

Brilliant move, Skipper, but now we seem to be outside the plane.

Well, kind of got caught up in the moment. Well, hindsight's 20/20.

Okay, Kowalski, your turn to pick up the slack.

Oh, why don't we catch that plane?

Bird strike, log it.

We've got another target at 12 o'clock.

Good, it's only 11:30. Follow me, boys! We're going in hot.

No one likes a show-off, Private. Aim for first class!

I'm okay!

Kowalski, where does this aircraft go?

From the odd shape of this bagel, I'd say we're headed for Paris.

France? Forget it! Not with their tax laws!

Then I would suggest a mid-air transfer. Affirmative.

Peanuts! Peanuts! Peanuts, peanut, peanut, peanut, peanut, peanut, peanut!

We're out of peanuts, Skipper! Try pretzels, Private.


There's our ride, boys.

Can't stay, doll. Danger is my mistress.

Rico, more height.

Pretzels! Pretzels! Pretzel, pretzel, pretzels! We're out of pretzels!

Yeah? Then we're leaving just time, 'cause these folks are gonna freak!

Deploy flaps.

Stay on target!

We're gonna catch it, we're gonna catch it!

Crikey! We're not gonna catch it!

Wait a minute, where's Skipper?

Time to get creative. Start grabbing boxes, boys.

Going long!

Oh, Private, stop playing with those backpacks. Find something useful.

Now we're talking. Let's get to work.

400 meters.

300 meters! Speak American, Kowalski!

Sorry, sir. 218 yards. 109 yards.

Okay, then. It's clear what we need to do next.

That feels right.

Impressive bouncing, boys. Now, then, back to civilization.

If we're gonna take Dexter down, we need to know where he's gonna strike next.



Elijah, would you please take them away.

Penguin footprints, still warm. We just missed Dave.

Blast it, he's gone. So many penguins!

Boss! He's stress-eating again! Corporal?

There, there. Rub the angry out of the tummy.

Corporal? Fo... focus.

We are going to save those helpless penguins, because... we are the North Wind, and no one... no one breaks the Wind.

No one breaks the Wind.

There's a good Corporal. Now, we rescued those four penguins already, didn't we?

Shipped them off all cozy and snug to a Madagascar... How come there's beeping?

Sir, those penguins... They never made it to Madagascar.

What? Well, where the dickens are they?

Kowalski, what are our coordinates?

From my calculations, we've arrived in the center of Dublin, Ireland.

All right, soldiers, we got to blend in. Riverdance.

No time to kiss the Blarney stone, boys.

We need to find intel on Dave's location, pronto.

All right, you, where's Dave! Give us the goods. Spit it out!

Don't make me use shillelagh! Sir, that's... That's a baby squid.

Sorry, laddie.

Stranded on the Emerald Isle without a single clue.

Well, so much for the luck o' the Irish. Skipper, look!

Begorrah! Does anyone speak Gaelic?

No. But it looks like Dave's been busy.

He's stolen penguins from Guadalajara!

Madrid! Paris!

Athens! Bangalore!

Dusseldorf! Osaka!

Rio de Janeiro! Nairobi!

Amsterdam! Baton Rouge!

Dave's snow globe collection.

It's every zoo and aquarium he got kicked out of!

Don't tell me where he has been, tell me where he will have has been next.

Wait, what is it, Rico? It's a book! It's a film! It's a play!

First word. Two syllables. Sounds like...

Sounds like "huuh"? Sounds like "hyech!" What starts with "hyech"?


Dave hasn't been there yet, Skipper. If we hurry, we can still stop him.

Nice work, Rico.

Pack your bagpipes, boys. It's time to blow this potato stand.

So this is it. Shanghai's famous Little Dublin district.

Skipper, look! I see you, Private.

Who's the big boy standing on his tippy-toes?

Wha...? No, I mean... I just want to eat you up.

Skipper, look! Above Private! Dave's next target...

Shanghai's famous mermaid penguins.

Good eye, Kowalski. And once again, you've proved that you are a meaningful and valued member of this team.

Ladies and gentlemen, Shanghai Marine World is pleased to present our world-famous Mermaid Penguins!

Tonight, our mermaids dedicate their performance to all the missing penguins around the world.

Stay safe, little guys, wherever you are.

And we hope you come home real soon.

Keep those eyes roving, boys. Dave is a master of disguise.

He could be a small child, a house plant, maybe even you or me!

Is it you, Kowalski? Hey, hold on.

Wait a minute.

Bingo! Nice try, Dave! Operation Flash, Splash and Crash is a go!

Splendid! Take positions.

Penguin feeding time will begin in two minutes.

Target, 30 yards and closing.

In position, Skipper.

Rico, report. In position.

For you, Private. Yes, Skipper!

Here's your mermaid costume. What?

We need a diversion. And, frankly, you're the only one who can pull off that look.

But I can do more, Skipper. I want to help the team.

Really help the team. If you think I'm ready, which I am.

Assuming you agree. And perhaps even... if you don't?

I like the moxie, soldier, but right now, I need a tail on that tush and the cutest smile you've got. You trust me, soldier?

Aye, aye, Skipper.

Hey, it's feeding time!

Target, ten yards from flashpoint.

Private, you're up.

You just mermaid my day.

Flash is a go!

Look, they let one of the mermaids out of the tank!

Oh, she's so cute. It's the cutest thing I've ever seen.

Shields up!

Target is stunned. Rico, bring the Splash.


Oh, what are you doing out here, cutie? Come on. Back in your tank.

Secure the mermaids and find me...

David the octopus.

A little late, North Wind.

Mission accomplished. High one!

Corporal, take our prisoner... the one that belongs to us... into custody.

What? You melted him?! You birds are sick!

He's going in through the pipes!


Private? Private! You got to get out of there!

No, no, no. No, no, no, no. Private! Skipper!


Help! No!

Okay. Here we go.

Move, move, move!

He's got Private! He's getting away. He's getting away!

Skipper, the North Wind's plane. Sweet chariot of the gods!

But can you fly it, man? There's only one way to find out.

No, I... still can't read.

Then we're going off-book.

No! No, no, no, no!

Too much, too much, too much, too much, too much!

I'm getting the hang of this, Skipper. Pull off!

Good! We're coming for you, Private!

Those ludicrous butterballs are letting David escape!

Eva, secure transport. Short Fuse, Corporal, hitch us a ride.


Go fetch.

Hold her steady.

Sir, Dave is pulling ahead. We are too heavy.

Oh, curse our heavily cheese-dibbled diet! Rico, give me a West Helsinki fire sale.

Yeah, yeah. Everything must go!

What the...

That's everything, sir. Have you purged the chemical toilet?

But Rico was in there for 15 minutes! Just do it!

No, no, no, no, no, no, no!

- Self-destruct sequence in five, No, Private! four, three, two... Stay strong soldier!

Skipper's log.

Private has been kidnapped by Dave, while we have been cast adrift for what seems like days.

No rations, fresh water... or land in sight.

Kowalski is sick as a dog.

And Rico keeps trying to eat him.

Just, please, just cut it out.

Not sure how long we can hold on.

This may be my final entry.

2004 Grand Cru. Hints of pear, white peaches.

The salmon is delicious. Oh, I have never been...

...more hydrated in my life. Let me cut you a piece of the salmon.

No, thank you. I'm stuffed. It's the most delicious thing on the boat.

I have to loosen my utility belt. No, I'm full. Just dump it in the ocean.

You know, we're all in the same boat here.

Actually, we're not. And perhaps you could express a little more concern over the fact that you stole and destroyed a $19 million vehicle!

Bill me.

Corporal? Corporal? We're picking up a signal, sir.

It's five klicks southwest, but it stopped at that remote island.


Good on you. You've tracked down some land.

No, silly willy. We've been tracking your little secretary/mascot.

What? You put a homing device on Private?

All of you, actually, when I darted you.

You low-down, dirty, mangy, filthy, flea-bitten, bum-sniffing toilet drinker!

But... good.

See, I told you.

You should've left this to the professionals.


893. 894.


Ahoy there!


I bet you're all just dying to know why I brought you here.

He's gonna kill us all! What? No.

My Medusa Serum doesn't kill anyone.

Where's the fun in that? So, what does it do?

Something much, much worse.

Right. But, like, what specifically?

Well, that's exactly what I came up here to show you.

All I need is a test subject.

Hello, little buggy-boo!

Is this about the chirping? 'Cause I could... Whoa!


Behold, as I unleash the full power of the Medusa Serum.


Yes! It works!

I made a monster. I made a monster!

And all you adorable penguins are next!


Who said that?


No. No.


Gentlemen, you remember Private.

Oh, hey.

You'll never get away with this, Dave.

My brothers are coming, and together we'll take a wrecking ball to your whole rotten operation.

Call off the hunt, everyone.

Turns out the elite unit will be coming to us.



What do you see?

My count is 30 hostiles.


Those two are very close together.

I mean, you know, intertwined, physically, but... but not in...

Ixnay on the irtflay, Kowalski.

Poor Private. Alone, helpless in the belly of that beast.

We've faced some long odds before, Skipper, but these look like the longest and oddest.

If we're gonna pull this off, we'll need a diversion.

Deactivating jungle camouflage.

Would you be quiet? Listen, Classified...

Short Fuse, you were supposed to handcuff them to the rock!

Don't you hologram me! I tried, but they don't have hands.

They just have flippers, boss. And I have flippers! So it's flipping useless!

All right, pooch. If you won't work with us, you better work for us. Our plan requires a diversion.

I give the orders around here. Much as it pains me, I need you to act as our diversion for our operation, understood?

Nope! This is our plan, and it requires you to cause a diversion.

Die-version. Dih-version.

Die, die, die, die, die, die! Dih, dih, dih, dih, dih, dih!

Gentlemen, there is only one way to resolve this.

We should kiss. Plan-off.

Yep, plan-off. That's what I was gonna say.


Here's Dave's sub.

And this young, helpless, vulnerable rock is Private.

And here's Dave.

While you four blowhards "dih-vert" the octopi, we strike fast and strike hard!

Hi-yah! Get on in here, boys!

Slap him silly, Rico! Come on! Kowalski, free the hostages!

Now, that's what I'm talking about, big fella!

With Private freshly liberated, we celebrate with a well-earned high one, and feast off Dave's sweet remains. Any questions?

Whoa-hoa, hey, now!

Wow. I mean, truly impressive.

Especially the bit where you slap the fruit.

Oh! Corporal, dim the lights. Short Fuse, glasses.

My apologies. Had to rush a bit. The schematic's a little crude.

Where is that music coming from? Wow.

All right, at 2150, Skipper, Kowalski and... Richard, was it?

Die-vert the octopi away from their posts.

At 2200, Short Fuse breaches the hull with a swarm of self-guided underwater nano-charges.

I call them "wet kabooms."

Yes, please don't. Okay, sorry.

At 2202, knock, knock. Who's there?

The North Wind. The North Wind who?

The North Wind who doesn't have time for knock-knock jokes because we're too busy taking down Dave.

Personal hover tank... check.

Auto-targeting wing mounts.

Why not? At 2209, mission accomplished.

See that? I don't even look back.

There's a huge explosion, and I just keep walking.

Way to go, boss!

That's North Wind, sucker! Nicely done.

La-di, blah, blah, blah, blah.

A good plan is about more than effecty stuff and... vocabulary words.

And you, you... you certainly know a good plan...

I mean, your operation in Shanghai allowed Dave to escape with... your boy.

I've never lost a member of my team. It must feel... awful.

Can't imagine the guilt, the regret, the feeling that, I don't know, that... it should have been you.

All for penguin plan?

All for North Wind plan?

His... his is better.


I'm sorry, boys, but I can't lead you this time.

But... we're a team, and... and you're our skipper, Skipper. We don't... we don't need these guys.

No, Kowalski, but Private does.

I think... it's time we leave it to the professionals.

But, sir... It's settled.

We take our orders from Agent Classified now.

That's an order, Rico!

All right, Classified... what's the diversion?

We take this shame to our graves.



Time? 2200 hours.

Time to take down Dave.

David the octopus, show me your tentacles.

All of them.

We lost them, Skipper.

Not a moment too soon. These hosen are riding up my bundesliga.

All right, boys, grab your coconuts and hold 'em tight.

Classified should be walking away from a huge explosion with Private on his shoulder in three... two... Give 'em a welcome home, Rico!

Yeah! In your face, Dave! The Private is back!

Welcome home, Private! Yeah! All right!

Here we go. All right.

Sir, the sub didn't explode, and...

I fear the... fireworks may have been a tactical mistake.

Stay calm! Do not panic!

We will still win! Be full of love! Don't hate!

Follow your dreams! Love yourself! Love other people!

Pick and choose your battles in life! Don't let anyone tell you what to do!

Ignore the haters! Love the one you're with!

Love the one you're with! Eva.

I know.

Welcome, Skipper, Kowalski and rootin'-tootin' Rico!

The gang's all here! The mood is electric!

Is this really, finally everybody?

All right, Dave, just what have you done with...

Private! Oh! Guys!

You're in for it now, Dave! Really?!

Anyway, great catching up. Now, who's ready to move on to live penguin testing?

You point that death ray away from Private right now!

It's not a death ray, Skipper. He's gonna turn us into monsters!

Yepper-doo! "And what comes next, Dave?"


Horrible mutant penguins unleashed on the streets of New York City!

You're the monster! Yes! I'm the monster.

Everyone made that clear to me every day of my entire life.

But now, let's see how much everyone loves you when you're the monster!

Skipper! You can't take away Private's cuteness!

He's the cute one! That's-that's his thing.

What? It's all the little guy's got!

You are super cute. We better crank this up.

Drew, Barry, more power.

Ready? Negotiations have broken down.

Rico, the paper clip! Bust us out of here!

We need that paper clip! Chop-chop, soldier!

No! Where's the paper clip?



Private... Oh, no.

I disintegrated him.

That wasn't supposed to happen.

You maniac! You blew him up!


Oh, well, this is why we test things, people.

I'll have to lower the power for the others.

Full speed ahead, gentlemen. The monsters are due in Manhattan!



All right, all right, octopus. Whatever Dave's paying you, I'll double it.

Is that a yes? Does anyone speak octopus? Sorry.

No, not a clue. Blast it.

You... free... us.

We give you... many fishes.

What is that?

Oh, great. Oh, no! This is it!

I don't want to die all squishy!

We're dead! Dead! Dead! Dead!

Oh, no, we're dead!

Dead! Dead...!

I pushed a button.

Super. Well done, Private! Good work, malinki.

Yay. Yes. Yes.

Excellent button-pushing. Compliment, praise, et cetera.

All right, agents, we are back in business.

Wait! Skipper, Kowalski, Rico, all those penguins, they're this way! And so is a massive army of octopi.

And as soon as we return to the North Wind headquarters, grab fresh equipment, and work up a smashing new plan, we'll come speeding back and take down Dave.

But the penguins are in danger! We have to go now!

Again, huge army of octopi.

So, because you failed once, you're just running away?

We did not fail. And we are not running away.

We're just very sensibly regrouping.

Skipper wouldn't care. Plan or no, fancy equipment or no... he'd never leave a man behind.

Well, I suppose we can't all be penguins, can we?


But maybe you should be.

Come on.

Showtime, everyone! Big smiles for the Big Apple!

Listen up, Doris! You turn us into freaks, and then what?

You think that's gonna make everybody love you?

No, but they'll despise you.

And I'm sure gonna love that.

Breaking news! The missing penguins have been found!

Okay. According to my notes, genetic researcher Dr. Octavius Brine has found the penguins and is bringing them here to New York's Battery Park.

The penguins are coming back! Oh, my gosh! Look!

Penguin lovers of the world, guess who I found.

Penguins! Penguins!

It wasn't easy, but seeing the penguins get what they deserve will make it all worthwhile.

What a weird thing to say! I'm so excited!

Do it.

Skipper! Skipper! Skipper! Rico! Kowalski!

It's like I can still hear his little voice calling to us.

You have to get out of there! Move!

"You have a great otter, there.

Moo." Why would he moo?

What are you asking me for? I'm not Private's little ghost.


Are you ready?!



Your new... and improved... penguins!

Penguins! Penguins!


Oh, the people love you. Just go give them a hug.

Don't let them touch you!

Oh, no. What's happening? Nobody likes you anymore?

Well, the fun and games are just beginning. Watch this, penguins.

Somebody call... the exterminators!

And when the exterminators take you away, you never come back.

Oh, dear.

Oh, no. Oh, no. Oh, no. What do I do? What do I do?


Come on, then. You want to go? You want some argy-bargy?

Missed one.

What a wonderful day in the park.



Hold on! What are you doing?!


Don't eat that!

Skipper, listen. It's me, Private.

I've got a plan, but I need your help. I need my Skipper.

Private? Yes. That's it.

Private, you're alive!

Oh, God!

Kowalski! You've got to get a grip!

Kowalski, Eva is worried about you.

She is? What did she say? Did she say my name specifically?

I mean, were there... were there tears? Details, come on, tell me!

Private! You're alive. Come here.

This feels a little awkward, but I'm happy.

Rico! You need to listen to us.

I guess you're kind of the same either way.


Heads up!

Looks like we're back in business, boys.

And our business is saving penguin-kind.

Who's with me? Count me in.

Let's do this! Boo-hah!

Yeah! Let's create and feel momentum.

Sir, how long do we stand here like this?

Until we've reached maximum coolness.

There it is.

Now all we need is a plan. I've got one.

You stole Dave's ray?

Well, I figured if we could reverse the ray, we could turn everyone back to normal.

Reverse the ray?

That's brilliant! But... it's impossible!

In order to reverse the ray, we would need to replace the Medusa Serum with a power source of almost immeasurable cuteness.

Immeasurable cuteness? Where the heck are we supposed to get that?

No, wait. Private, no! We don't know what that will do to you!

All right! The ray! It works! It works!

Private! Are you okay? Yes!

Butt-hand! There's a hand attached to his butt.

That was not... that was not there before.

Get out of there! That's an order! Permission to defy order.

Permission denied! Then I deny your denial.

It's too risky, Private. It already made you sprout a butt-hand!

I know it has to be me this time.

And I think you know it, too.

I'm the secret weapon.

I'm happy... and yet... now that I have my revenge, I feel... empty, as if what I needed all along was... more revenge! In fact... Robin, write this down...

Tomorrow we move on to kittens! Then puppies, bunnies, pandas...

Charlize, they're on the ray!

Helen, hunt them down! William, hurt them.

Halle, bury them! Hugh, Jack, man the battle stations!

Kevin, bake on! We're still gonna need that victory cake!

We're only gonna get one shot at this, boys! How we doing on those snow globes?

Beam splitter ready! Fire at will!

Do it, Skipper!

Dead batteries?! Game over, Skipper!


Rico, batteries! Skipper! Kowalski!

Hold off those octopi! We're doing this now!

You heard Private! Deploy!

Get back, you aquatic savages!

Behind you! Beside you! Six o'clock! Twelve o'clock!

They're coming from every direction! There's just too many of them!

Whoa. You came back!

Oh... that's why you look back at the explosion.

I can dream...

Fallback positions!

Stay away from Private!

Suck it up, Kowalski.


It's over, Skipper.

Over? That's weird. Then why is Rico throwing me a fresh pair of double-A's?

No! The remote!

Rico! Dibble me!

It worked! Private!

Excuse me. Emergency. Coming through. Make a hole! Make a hole!

Don't worry, a chrysalis is just forming around you. That's perfectly normal.




Oh! Look at that! Majestic. Hello.

Private! Oh! Hey!

What's wrong? What are you... Look out for the...

Have I got something... Cover your eyes.

Is there a... thing? Don't turn your head.

So... how do I look?

You're hideously disfigured and will probably be hunted for sport.

What? What?

If there's anything we've learned from this delightful adventure... Kowalski...

It's that looks don't matter.

It's what you do that counts.

And look at what you did.

Yes, sir... you are the most meaningful and valued member of this team.

Way to go, Private!


Nicely done.

Way to go, Private! You did it! We're so proud of you!

You saved us! We love you, Private!

Yeah, we love you! You the penguin!


Dave. Dave!

What? Are you kidding me?!

Dave... look at you. You think this is over?

I'm just getting started. I'm about to... What do we do with him now?

Open this right now!

Here you go, kid.


I hope you find happiness, Dave.

It's snowing! It's snowing! It's snowing! It's snowing! It's snowing! It's snowing...

Right, now, then... this is difficult for me to say. Is it "osteoporosis"?

You just got to lean into the vowel. Os-teo... poro... No! No.

I want to say... you four are the bravest agents I've ever known.

The point is... I was wrong about you, and I hope... there's some way I can make it right.

Give us jet packs. We should kiss.

Did... did you just say...

Well, that feels right!

I think I'd actually prefer a jet pack, please.

I think we should go with Private's idea.


Kowalski! What's our trajectory?

95% certain this will end in massive... flaming disaster!

And the other five percent? Irrelevant, sir!

Jet packs are awesome! Agreed!

Who says penguins can't fly?

Skipper, we are going to turn me back to normal, right?

Absolutely. First thing Monday.

I'm in a rocket ship! I want to push the button.

Give me that! Hey! Stealer!

Let's do this! I'm ready! Okay, on three. One, three, go.

I'm just gonna do a little practice push. Okay, I'm not going to press it.

Why are you smacking my hand? Hey, look over there!

I'm a laser show.


Now, that's the Private we know and love. High one!

Immeasurable cuteness, right there! Good to be back.

I feel like a French fry!

I'm okay! And with cuteness to spare!

Come on! Frosty mugs of herring juice all around!

Private's buying. What?

You know, if I'm being honest, I expected a little more... pizzazz!

Yes! Now, that's pizzazz!