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Scene I: Penguin Habitat

At the penguins' habitat, the Penguins are seen trying to avoid or dodge incoming items such as snacks and school supplies. The children that are throwing the items at them are the two Vesuvius twins, whom are laughing evily at the penguins' plight.

Skipper: The Vesuvius Twins...

Private is then hit with an oncoming banana. Alice notices the twins messing up with the penguins and approaches them."

Alice: (sarcastically) Okay kiddies, time to go make someone else's life miserable.
Vesuvius Twin #1: Cool!
Vesuvius Twin #2: I love misery!

Alice shoos away the kids, while the penguins recover from their attack.

Private: Is it really over?
Kowalski: (cheerfully) And with no permanent injuries or--

Kowalski trails off into blabbering as he sees what the Vesuvius twins left behind.

Kowalski: BACKPACK!!
Skipper: (mischievously) Well, well. Looks like "Tweedle-Dim" and "Tweedle-Dangerous" forgot their goodie bag.
Kowalski: Skipper, a Vesuvius boy's backpack is a minefield of deadly peril. Firecrackers! Shaken-up soda cans! Sharpened no. 2 pencils!
Skipper: I know! Free arsenal right?
Rico: (unsure) I dunno...
Skipper: Of course it's dangerous compadre, that's why we're not taking any chances. (turns to Private) Private is.
Private: WHAT?!

Scene II: The Zoo

Wearing his suit of armor (from Untouchable,) Private cautiously approaches the backpack of the Vesuvius Boys. Private looks frightened to go near it. Suddenly Skipper interrupts and pops out from behind a lamp post. He shouts at Private/


Private gets frightened by Skipper's remark, but regains his composure and reaches into the backpack and pulls out some comic books.

Private: Oh phew. It's just a bunch of superhero comic boo--

Skipper suddenly jumps out from hiding and desperately tries to pry the comics away from Private.

Skipper: Drop... the comics... Private!
Rico: Huh?

Kowalski and Rico jump in and watch as Skipper wrestles with Private to get the comics away from him.

Kowalski: What's wrong Skipper? Some hidden danger inside the Comic Books?
Skipper: You blind fools! Comic Books are the danger!
Rico: Uh... What?
Skipper: Spangly costumes and shouted catchphrases are the mortal enemies of covert operations! We work in shadows, not stretchy pants!
Kowalski: Surely there's no harm in reading about superheroes, or in that case looking at all the pretty pictures.
Skipper: That's always where it starts. Then it ends with some geeked-out yahoo playing dandy land dress-up!

Skipper begins taking out some comics to prove his point

Skipper: Look at these things!

Skipper pulls out a comic book with a muscled man in a grey superhero outfit

Skipper: Fancy-suited heroes!

Private becomes in awe at the thought of dressing up like a Super Hero. Skipper pulls out a comic book with a calculator-based superhero on it.

Skipper: High-tech gadgetry!

Kowalski begins dreaming about Skipper's mention of gadgetry. Skipper quickly pulls out the rest of the comics.

Skipper: Page-after-page of epic combat!

Rico begins fantasizing about Skipper's mention of combat.

Skipper: Nope, the pull of caped-crime fighting is too great for the weak and nerdy-minded.

Private, Kowalski, and Rico are all too busy daydreaming to pay attention to Skipper's warnings and continue to dream about superheroes while Skipper is oblivious.

Skipper: Well, I'm off to the dumpster.
Kowalski: That... Me... Look at...

Private, Kowalski, and Rico sigh in thought about the superheroes.

Scene III: Penguin HQ, Night Time

Night falls and the Penguins are asleep at their HQ. Private, Rico, and Kowalski wake and they all check to see if Skipper is still asleep.

Private: What if Skipper wakes up?
Kowalski: Oh, he's going to sleep like a baby, courtesy of Mr. Snoozy-Time's Fighty-Nighty Night Mobile.

Kowalski pulls out a mobile with cardboard cutouts pictures of Dr. Blowhole, Hans, and a hippie above Skipper's bed. Skipper begins cooing and smacking playfully at the Mobile in his sleep, grabbing the Hans cutout and holding it to his own.

Private: He's so sweet when he dreams about vanquishing his mortal enemies.

Skipper then punches the Hans cutout out in his sleep.

Scene IV: The Dumpster, Night Time

At the dumpster where Skipper threw away the comics, Kowalski and the others find them after digging around inside.

Kowalski: They're more glorious that I dreamed... To the Picture Book Nook!

Kowalski, Private, and Rico hop out of the dumpster and sit next to it, each one of them reading the corresponding comics to what stimulated them when Skipper threw them away. Each other of them giggling at the actions going on inside the comics.

Private: These things are fantastic!
Kowalski: Totally!
Rico: Yeah! Yeah!
Private: I mean look at us! We're not out playing "dress-up" in spangly uniforms! That Skipper doesn't know what he's talking about!
Kowalski: (scoffs) Yeah! To be a real superhero you'd need some special ability! Like Rico's Power vomiting!

Rico regurgitates a bomb which rolls away and it explodes.

Man: MY CAR!!
Rico: (in a superhero-esque fashion) Uh-huh!
Kowalski: Or, or or or some kind of special suit.
Private: Like my armor!
Kowalski: And well obviously, you couldn't have a super team without a resident super genius!

Kowalski, realizing what he's talking about, chuckles/giggles at the thought and gets an idea. Rico and Private look at each other, also getting the same idea as Kowalski.

Scene V: Zoo Entrance, Night Time

The camera shows the clock on the Zoo's entrance and slowly bans around the entrance while Kowalski voices-over:

Kowalski, voice-over: "Midnight, the hour when evil slithers out to wreak it's--

Everything pauses as Kowalski quickly tries to think of what next to say, everything resumes when he does so.

Kowalski, voice-over: --evil. But beware, evil. For this zoo is guarded by...!

Private emerges from the shadows in the Zoo's Entrance in his armor.


Kowalski emerges from a garbage can, wearing a blue cape, goggles, and brain, head piece.


Rico jumps in wearing a helmet, a tie, and a toilet seat as a cape.

Rico: BARF BAG!!
Kowalski: "Barf Bag"? Really? I thought we agreed on "Wonder Tum."
Rico: (more emphasis) "BARF BAG"!!!!
Private: (giggles) This is the coolest thing we've ever done!
Kowalski: Agreed! Lets go thwart some evil!

Scene VI: Chimpanzee Habitat, Night Time

Inside the Chimp's habitat, Mason and Phil are seen sleeping, The Gorillas Bada and Bing are also in their habitat and are about to give them both a wet willie. Bing snorts and sticks his finger into his mouth and pulls out the mucus

Bing: Ain't no secret to a good Wet Willie; you just gotta let the mucus do what it do.

Bada pulls out his wet willie and prepares to use it on Mason. Suddenly a smokescreen regurgitated by Rico explodes and gets Bada and Bing's attention.

Bada: Huh?
Bing: What?

The smokescreen explodes and reveals Private, Kowalski, and Rico staring at them from the ledge of the habitat, while the gorillas look confused by what's going on. Kowalski attacks first by throwing his abacus at them like a boomerang. The abacus bounces off their chest and lands back into Kowalski's flipper. Rico then hops off the ledge and regurgitates several marbles with a roller skate underneath Bada and Bing's feet. Bada and Bing lose their balance and slip and fall under the marbles. Private then swoops in with his armor and fires his grappling hook at the gorillas, tying them up.

Bada: Hey!
Bing: Hey, what's the matter here?!
Private: Stop being naughty!

Bada and Bing only make a confused expression at what just happened and about Private's statement.

Bada: Huh? Kowalski: Ooh! Good catchphrase!

Private flies off while Kowalski and Rico head off after him.

Scene VII: Alice's Office, Night Time

Inside Alice's Office, Mort is seen with his head stuck in the ventilation shaft,

Mort: OH! HELP ME!!

Kowalski steps in, upside down on the ceiling while wearing plungers on his feet. Rico regurgitates a crowbar to Kowalski, who catches it and uses it to pry open the vent's grid, releasing Mort who falls from it and lands into Private's arms.

Mort: I wanted to see where the air lives!

Private holds Mort in front of him and states

Private: Stop being naughty!

Private drops Mort as he and the others leave through the window.

Mort: (timidly) Ooh. Okay...

Scene VIII: Otter Habitat, Night Time

Inside the Otter Habitat, Marlene is seen tossing and attempts to find a comfy position to sleep in but haves difficulty in it.

Marlene: Oh! This is the most uncomfortable pillow in the world!

Private then uses a scale to lift Marlene off of the pillow, which Private tosses to Rico. Rico beats the pillow against the ground to soften it up. After doing so, Rico tosses it back to Private.

Private: Stop being naughty!

Private lowers Marlene back onto her pillow and the Penguins leave.

Marlene: What in the--?
Marlene notices how comfortable the pillow is.

Marlene: Oh. Oh this is nice...

Marlene finally gets to sleep after turning off her light.

Scene IX: The Zoo, Night Time

Private, Kowalski, and Rico are standing on a lunch table, seeing that their work is done.

Kowalski: So... I guess that was pretty much it on the evil tonight...
Rico: Yep.

Private notices the zoo's clock on the entrance.

Private: Ooh, the clock tower's a few minutes slow. That's inconvenient!
Kowalski: To the clock tower!

Scene X: The clock tower, Night/Dawn

At the top of the tower, Private fires his plunger dart at the minute stick on the Clock. After a hard jerk by the Penguins, the minute on the clock is fixed.

Private: Yes!
Rico: Woo-Hoo!
Kowalski: (as the sun rises, in his voice-over voice) And thus the dawn rises on a crime free morning! Gentlemen, we've done some good!

As Kowalski finishes his sentence, The Clock suddenly malfunctions and the face of it collapses to the ground, as well as several gears and springs pop out of it. The effects of the collapse awakens everyone in their own habitat. The rumbling knocks Phil off the branch in the chimp habitat.

Marlene: (turns the light on) What in the world's going on?

Skipper hears the noise and knocked out of his bed..

Skipper: BIG BEN ALMIGHTY! What's the racket?!

Scene XI: Zoo Entrance, Dawn

The Penguin Heroes are now frantic by what they've done.


Kowalski, Private, and Rico all quickly climb down from the Tower and toss away their superhero outfits into a nearby garbage can. As they dispose of their costumes, Skipper arrives with a group of animals from their habitats including: Burt, Bada, Bing, Joey, Marlene, Roy, and Pinky.

Skipper: Nice reaction time, boys! I didn't even see you leave the lair.

Kowalski, Private, and Rico all play innocent and go with Skipper's impressed behavior but agreeing suspiciously.

Skipper: Anybody catch a peep of the perp?
Kowalski: (quickly and defensively) We've already made a thorough search and there's absolutely zero evidence anyway so we should all leave now without asking any questions. Who wants snow cones?

The other animals eagerly agree to Kowalski's suggestion to get snow cones, except Skipper.

Skipper: I have a question Kowalski... Why is there a cape stuck to your foot?
Kowalski: I don't see a--
Kowalski looks at his foot and see his cape and gasps and sputters in fear

Skipper: Not just a cape.....

Skipper picks it up and looks at Kowalski in suspicion.

Skipper: A spangly, superhero cape!
Bada: Yo, I seen that cape last night. Couple of super guys totally interrupted our... uh...
Bing: (comes up with an excuse) Legitimate Business Endeavors.
Skipper: Deviled Ham! Some stary-eyed milk slobs that gotten hold of those accursed comics!
Private: (guiltily) Skipper, I think it know--
Kowalski: (cuts off Private) --How to catch those misguided nerds! An old-fashioned stakeout.
Skipper: A stakeout eh? I like it! Assemble the usual supplies, we roll with the dusk.

Skipper and the other animals leave.

Private: So we're having a stakeout to catch ourselves?
Kowalski: No, we're having a stakeout to catch nobody!

Private and Rico stared at him confusedly.

Kowalski: When no superhero shows, Skipper will assume they've given up and we can forget this whole thing!
Private & Rico: Oh!
Private: That's impressive!
Kowalski: Yes, the cerebellum never stops throbbing.

Scene XII: The Zoo, Night Time

The Penguins are in a bush looking for the supposed superhero, only to find nothing. Skipper is looking through some binoculars.

Skipper: Huh... It's a Super No-show. Well looks like they've given up boys.

Kowalski signals to Private and Rico that his plan is working.

Skipper: Well I guess we can call it a--

Suddenly Pinky is heard screaming, getting the penguins' attention.

Skipper: Flamingo Habitat! Move in!

Skipper heads out while the other Penguins look at each other with confusion at what just happened, then they follow after Skipper.

Scene XIII: Flamingo Habitat, Night Time

Inside the Flamingo Habitat, Pinky is telling the penguins what just happened

Pinky: And then some freak in a cape swooped through and took my lucky feather!
Skipper: So now it's come to super thievery? Curse you comic books!
Private: (To Kowalski and Rico) Someone in a cape? How is that even--
Burt: PEANUTS!!!!

Scene XIV: Elephant Habitat, Night Time

Inside the Elephant Habitat, Burt is telling the Penguins what just happened

Burt: What kind of monster would swipe a guy's peanut bag?!
Skipper: Mysterious super villain in a cape?
Burt: Wow! I was just being rhetorical, but yeah, how'd you know?
Roy: Stop!! THIEF!!

Skipper hops onto Burt's trunk and looks out from his habitat to see Roy and a quick glimpse of a red cape disappearing behind the corner.

Skipper: Engage that billowy cape!

The Penguins hop out of Burt's Habitat and heads to the corner where the cape disappeared through only to find nothing. Suddenly loud incoherent yelling is heard coming from the reptile house.

Scene XV: Reptile House, Night Time

As the Penguins enter the Reptile House through the Vent on the ceiling, we see that the yelling is coming from the Chameleons, whom are also flashing green and red like an alarm. The Penguins catch another glimpse of the red cape just as it leaves out the door.

Skipper: Blast! This thief is a slippery geek indeed!
Private: We've hidden the truth long enough Kowalski! There's a real bad guy out there now, and there's only one way to stop a super villain!
Skipper: Right! Rico, I'm gonna need a claw hammer, 16 roofing nails, and a presidential pardon!

Just as Rico is about to regurgitate what Skipper ordered him to, Kowalski stops him.

Kowalski: No. The answer is--

Kowalski, Private, and Rico quickly suit up into their super hero alter egos.

Kowalski: with super heroes!
Skipper: (indignantly and reluctantly) Fine!
Kowalski: Also we broke the clock.
Skipper: Yeah I got that.
Julien: (from his habitat) Help! Save the royalty!
Kowalski: Fear not citizen! Justice approaches! Hiya!
Skipper: (indignantly and rhetorically) Do you have to talk like that?
Kowalski: Sorry...

Scene XVI: Lemur Habitat, King Julien's Throne, Night Time

Kowalski, Private, and Rico land inside of Julien's Habitat, looking for Julien to answer his call for help.

Rico: Um... What's goin' on?
Private: Julien? Where are you?

Julien appears, clad in the red cape, revealing that HE is the villain. He's also laughing sinisterly.

Julien: Oh, hello. Welcome to my trap.
Private gasps
Rico: No way!
Kowalski: Our mystery foe is Julien?!
Julien: What? NO! No! It is not this "Julien!" It is I, who is me... The Masked Booty!
Private: But you're not wearing a mask.

Julien bends over and reveals his butt, which is wearing a red mask. Kowalski, Private, and Rico reel and complain in disgust at this.

Julien: Ohh, who is the bottom in your face? You don't know, because it's wearing a mask! (laughs evily)

Kowalski, Private, and Rico try to pounce on Julien, but he jumps out of their way and lands behind them. The Penguin Heroes turn around and face him . Kowalski lunges towards Julien, who jumps and avoids him again too. Julien then pulls out the comics from the dumpster.

Julien: Look; I've been reading about it in these picture books I found by the dump box!

Private pounces towards Julien, but Julien jumps up and avoids Private, as well as stands on top of him.

Julien: It's all in there!

Rico pounces towards Julien, but again Julien jumps up and avoids Rico and stand atop him. Skipper comes in.

Skipper: Ringtail, you lunatic! You're aping the bad guy!
Julien: (looks at the comics) What? No I don't see so; see look!

Julien hops down to show Skipper the pictures in the comics, lazily (or unintentionally) avoiding Private, who tries to lunge at him, saying his catchphrase.

Julien: See he puts on a mask, and then everybody has to give him all their stuff! It's like being a super king!
Skipper: Didn't you read to the end? The inevitable comeuppance?

Kowalski, Private, and Rico try to pounce on Julien together again, but again Julien easily avoids them and hops back onto his ledge.

Julien: Of course I read it to the-- Oh, no.

Julien tosses aside the comics and pulls a lever that's next to him. The lever tosses a box full of fruits, which hits and buries Kowalski, Private, and Rico.

Skipper: Well then, allow me to teach you how this story ends.

Skipper quickly turns around to put on something, he turns back around to reveal he's wearing a black mask.

Private: (shocked and confused) Skipper? You-You're a Comic Book Geek?
Skipper: Yes, and way to really underline the irony, Private. And now it's time the Masked Booty met my superhero alter-ego: Slappy Hurt-Punch!!
Julien: (starts laughing hysterically at Skipper's superhero name) "Slappy Hurt-Punch?!" Are you serious?! That is your name?!! Do you even have any super powers Slappy?
Skipper: Just one: SLAP!! HURT!! PUNCH!!

Julien quickly stops Skipper from attacking and pulls out Maurice, whose holding some cue cards.

Julien: Hold on a second! He's my whacky comicry book sound effects guy! He-he! It's great isn't it? And we fight!

Skipper is seen slapping Julien across the face and his crown flew away has he slapped him as Maurice holds up a sign that says as he pronounces uninterestedly:

Maurice: BLAM.

Skipper is seen kicking Julien in the butt as Maurice holds up a sign that says as he pronounces uninterestedly:

Maurice: POW.

Skipper is seen tackling Julien, looking like a torpedo, as Maurice holds up a sign that says as he pronounces uninterestedly:


Julien now looks beaten up and exhausted from the montage of fight scenes. He takes off his red cape and mask.

Julien: No more... I am making my super... Retirement...
Maurice: (holding up a sign of an old man) Retirement.

Maurice helps Julien away while the other Penguins confront Skipper.

Kowalski: (fighting the urge to laugh at Skipper's silly superhero name) Thanks... Slappy! No no, seriously, cool name!
Private: Did you really had to be so... thorough with him?
Skipper: You know how these comic book stories go Private. Always coping out with some ambiguous ending to keep you hooked for next time. Well you can take it from Ringtail. This is absolutely, without question, the end!

A blue sign saying "The End" appears. Private appears.

Private: That's debatable!

General   OnLine   Lists   Trivia   Quotes   Photos   Transcript    


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