Scene I: Alice's Office, Night Time

Inside Alice's office, the penguins are using her comupter to look up information. Private is keeping lookout, watching the surveillance videos all over the zoo.

Skipper: Eyes on the prize Kowalski, crack this new habitat control system and we'll be swimming in all the fish we can stomach!
Rico: FI-I-ISH!!! (cackles madly while licking his lips)
Kowalski: I'm trying but this is the most advanced encryption I've ever seen. It's got sudoku with fractions!
Skipper: Did you try inputting the master code?
Kowalski: 1-2-3-4-5.

The computer makes a noise icon that confirms it's incorrect.

Kowalski: Dah! Nothing!
Skipper: Hmm. Run it backwards.
Kowalski: *5-4-3-2-1*?

The computer makes the noise icon, making it false again. Kowalski bangs on the keyboard with frustration, causing the computer to make the noise again.

Kowalski: AAIEE!
Skipper: Okay, now try starting at 3 and--
Rico: FI-I-I-I-I-I-I-I-I-I-I-ISH!!!!!

Frustrated and with his patience lost, Rico reguritates a chainsaw and proceed to slice the computer system in half. After doing so, the computer makes a different noise, indicating that it's correct.

Kowalski: Wow, we're in!
Skipper: Way to hack that mainframe Rico!

As Kowalski resumes typing, Private sees an officer running throughout the Zoo through the cameras.

Private: Skipper, look! There's a scary man!
Skipper: (guilty) Well boys, looks like they finally tracked me down. Those Danes really know how to hold a grudge.

Suddenly a loud banging against the door is being made. This gets the Penguins' attention, whom hope down from teh computer and pose in combat for the intruder to show itself. Then the door bursts open and from it, Max lands on all the penguins knocking them down.

Max: (overjoyed) Penguins!
Skipper: Moon Cat!
Max: It's uh... Max. And you know... I'm not really from the moon...
Skipper: Yes, but the name just works.
Max: Yeah that's great, now help me!

Max proceeds to hide in several objects, changing between them almost instantaneously.

Max: --Hide me! SAVE ME!! (hurls up a hairball and hides beside a coffee maker)
Kowalski: We are in your debt from the exceptional hospitality you showed us on our Lunar Mission.
Private: Are the Danes after you too?
Max: Huh? No! It's Animal Control! (points at the TV screens) They're onto me! (hops down) Do you know what those maniacs do to stray cats? (grabs Rico's face with his claws to emphasis his point) DO YOU?!!
Rico: Uh-uh.
Max: Me neither.
Skipper: Well you're not gonna find out tonight. Let's roll, boys!

Scene II: The Zoo, Night Time

The Penguins and Max are seen hiding behind the corners of some walls from Alice's Office that lead out to the Zoo. Afterwards, Max is seen following Skipper.

Skipper: So how many enemy agents are we talking about? Because if it's more than a baker's dozen, we may need to jumbo brass knuckles! And... knuckles.

As Max and the Penguins head towards their habitat, several gassy explosions occur, surrounding them.

Max: (hysterically) We're doomed!! We're doomed!! We're doomed!! We're DOOOOOOOOOOOMED!!
Skipper: Steady...
Max: So doomed.

The penguins then pose for combat surrounding Max in an effort to protect him. Then a tall African-American Man is seen slamming a smokescreen to the ground and proceeds to walk out from it. He is wearing a blue officer outfit and on his chest is a badge that says "Officer X" on it.

Officer X: Time to put out the cat.

Officer X pulled out a long, yellow baton-like taser, which crackles with electricity. Out of fear, Max coughs up a hair ball.

Max: (embarrassed) Aw geez. I "hairballed" myself...
Skipper: (patronizingly) Just one human? That's not combat, that's a playdate! Rico!

Rico jumps forward and tries to hit Officer X with a jumpkick, but Officer X hits Rico with his taser, electrocuting him. As Rico lands he babbles and shudders incoherently.

Officer X: Penguins... Nature's rule-breakers. Birds are suppose to fly, but no, you gotta swim instead. You think you're above the laws of nature, punks? Huh? Do ya?
Kowalski: (whispers to Skipper) Rancho Cucamonga.
Skipper: Private; Kowalski, on me! HI-YAH!

The remaining Penguins lunge at Officer X in a jumpkick, but Officer X fires a pair of mini-muzzles from a tiny gun and hits Skipper and Private, incapacitating them. Officer X then smacks his taser at Kowalski, electrocuting him too, and causing Kowalski to act the same way Rico did, but more clearly.

Officer X: (he comes over to Max with a cage over him) You're pound cake, kitty.

Max covers himself and looks terrified, as he does Skipper and Private managae to pull off their muzzles and Rico and Kowalski recover from the shock.

Skipper: Kowalski, options!
Kowalski: Strategic retreat, Skipper?
Skipper: Explain.
Kowalski: It's like running away, but manlier.
Skipper: *Execute*.

Just as Officer X closes in on max, the penguins pick up Max and they all run away while holding him.

Officer X: Interfering with Animal Control buisness. Just like a penguin.

As Officer X says this, he loosens his shirt, cracks his neck twice, and crushing the cage he was going to imprison Max with by compressing it with his hands.

A little while later, Rico and Private are seen stacked up together against a brick wall and Skipper is seen helping Max get on top of them.

Kowalski: Once you hit the sewers, find an alligator, named "Roger", and give him this secret code phrase: "Help me. Oh, please. Please help me. For the sweet love of mother mercy, please help me escape the Animal Control Officer who's chasing me.". (pause) He'll know what it means.
Max: (greatfully) You birds are the best!
Skipper: Stay solid, compadre.

Max them proceeds to hop over the brick wall and to the other side, escaping the zoo. The other penguins hop down as well.

Skipper: Well done, men. Mission accompl--

Skipper is cut off by Max screaming. The Penguins look up and see Max being electrocuted several times as other various sound effects are heard.

Skipper: What in the name of candied yams?

Finally, Max is thrown out from the other side of the zoo and lands in a tree, with some rope tied to his leg.

Max: Booby traps! Everywhere!
Skipper: Sweet science of boxing! He's sealed off the entire perimeter! The man knows his technique.

Rico regurgitates a giant pair of hedge clippers and cuts Max down from the tree and the rope and he cuts the branch.

Max: We gotta run!
Skipper: Escape is no longer an option, my feline friend. We'll have to hide you in the zoo 'til "Johnny Law" cools his heels.
Max: Anything you say! My 9 lives are in your hands!

Scene III: Lemur Habitat, Night Time

Inside the Lemur Habitat, Max has been stuffed inside of Julien's Bounce House. Max is breathing heavily becasue there's little air where he is.

Max: Hoo, boy. There's, uh... (breathes) not much, uh, fresh air in here, eh? (coughs)
Kowalski: Try to conserve oxygen by shutting down any unnecessary brain functions.
Skipper: Rico, show him how it's done.

Rico's eyes suddenly go into opposite directions and go blank. He subsequently collapses.

Skipper: Just keep it down and everythign will be OK.
King Julien: Ha ha! Midnight bounce party!

Julien comes in and starts jumping on his Bounce House. Everytime he bounces though, max is heard screaming in pain. Inside the Bounce House, Max is seen constantly being hit by Julien's bouncing as well as trying to avoid it.

King Julien: Ain't no bouncy like a midnight bouncy 'cause the midnight bouncy don't--

Julien stops bouncing and starts feeling around to see where Max's screams are coming from obviously to what's hiding inside the Bounce House.

King Julien: Huh. Hey, the royal bouncy is very screamy tonight. (bounces again) I must bounce with extra violence to release the trapped spirits!

Finally, Max crawls out from he plug of the Bounce House and Julien sees him.

King Julien: Maurice, bring the spirit plunger! We've got a clogger!

Suddenly, the penguins hear and see Officer X climbing up and over the Lemur Habitat to hear what the noise is. The Penguins then grab and pull Max away, in doing so they left the Bounce House slowly deflate.

Scene IV: Kangaroo Habitat, Night Time

Inside the Kangoroo Habitat, Kowalski and Rico are seen rubbing Max's rear end against the tree. Max looks awkward while they're doing this.

Max: Why are we doing this again?
Kowalski: We're leaving your scent in this habitat as bait. Mr. Animal Control comes in, Joey the foul-tempered kangaroo takes him out.
Max: OK

As the penguins finish rubbing Max against the tree, Officer X is heard approaching. the penguins and Max hide against the ledge and Officer X hops in sniffing the air and the tree.

Officer X: Pure kitty. No buts about it.

As Officer X is talking, Private is fighting an urge to break into laughter.

Officer X: I fell too far behind. They must've shaken my tail, taken the rear exit, cut around the backside. This ends here.

Skipper looks over and sees Private is busting a gut trying hard not to laugh at the hidden butt puns in Officer X's statements.

Skipper: What's wrong with Private? I haven't seen him like this since our mission to Butztown, PA.

Private finally loses control and bursts into hysterical laughter, falling off the ledge of the habitat. Private's laughter also catches the attention of Joey, who notices Officer X in his habitat.

Joey: Oi! You, ratbag! Joey don't like trespassers in his bizzo, mate!

Officer X doesn't move and stares at Joey.

Joey: You not hearing, then? Joey's gonna have to teach you to listen, eh?

The Penguins smile confidently at this and Max looks nervously. Officer X and Joey proceed to having an intense staredown with western showdown music playing. Officer X wipes off his chin and moves his jaw, making a shotgun reloading sound. Joey swings his fists in a threatening manner and then cracks his neck twice. Finally, Joey tries to punch at Officer X, but Officer X sweeps Joey off his feet, catches him upside down and piledrives him into the group. The penguins' and Max's look turn into horror.

Skipper: You think he'd teach me that move?

Officer X sniffs the air and turns to find the Penguins and Max, who scream and run away, again.

Scene V: Chimpanzee Habitat, Dawn

As the sun rises, The penguins and Max are now seen inside the Chimpanzee Habitat looking exhausted. Phil is seen throwing something in the air and Mason comes out to see the Penguins.

Skipper: Update me, chimp.
Mason: (exhausted) Ugh. He simply isn't human. No man can take that much poo without dropping.
Max: What're we gonna do?! I ain't never been in a pound before!
Private: Maybe it's not so bad. You never know till you visit.
Kowalski: (looking at a Zoo Brochure) I'm out of ideas, Skipper. He's tracked us through every hiding place in the zoo.

Phil gestures to Mason and the penguins.

Mason: Ah, Phil asks if you've tried the "Red Rhodesian Slasher" exhibit.
Kowalski: There's no "Red Rhodesian Slasher" on the charts.
Mason: Felinas Infernis. An ultra-rare, incredibly vicious wildcat. The habitat is ready, but the beast itself has yet to arrive. It could be an ideal hiding spot.
Skipper: A red wildcat, eh? You may be more right than you know, primates.
Private: Skipper?
Skipper: Sometimes the best place to hide is in plain sight.

Scene VI: Red Rhodesian Slasher Habitat

Inside the Slasher Habitat, Private and Rico are seen painting Max with orange paint while he's sitting on a rock.

Skipper: Alright, Moon Cat. Now lets see how good your "vicious" is.

Max makes an avergae attempt at roaring, making the penguins contemplate if it's good enough. However they hear Officer X coming and thus hide. Officer X is seen sniffing around and sees max in his disguise, falling for it.

Max: Growl. Snarl. I'm hissing here!
Officer X:: (groans) Trail's gone cold.
Max: YES!

Max then proceed to sing and dance in victory, in a tehcno-like beat.

Hey pokey, you choke-ied!♪
You really failed your duty!♪
You're never gonna touch my little kitty ka-booty!♪

Max then licks his paw and smacks it on his backside to finish his dance. Suddenly he realizes he wipe off a piece of paint, exposing him.

Max: Uh oh...
Skipper: He's blown his own cover!
Officer X: Hello, kitty.

Officer X pulls out his taser, but just as he closes in on Max, Alice comes out and catches Max on a leesh.

Alice: Why didn't anybody tell me you'd arrived?
Officer X: Step back, ma'am. Officer X, Animal Control.
Skipper: Let's see how this plays out.
Alice: (sarcastically) "X." Is that the name your mommy gave you?
Officer X: Mother never told me my real name, said it was classified. Now turn over the stray cat or face the full power of the Metropolitan Sub-Bureau of Animal Control and Pretzel Cart Regulation!
Alice: (Patronizingly) Stray cat? Ha! This is the male Rhodesian Slasher we've been waiting weeks for!
Officer X: But...
Alice: (walks away with Max) Oh my, that female Slasher's going to be happy to see you! They get so cranky when they're lonely!
Max: I'm gonna-- WHAT?!
Kowalski: Female? Cranky?
Skipper: Still playing out...

Scene VII: Zoo Entrance

Outside the Zoo's Entrance, Officer X and Alice (whose still holding Max but the nuse) are standing in front of a cage.

Officer X: That feline is a known fugitive and a menace to--
Alice: In you got to the kitty love nest!

Alice tosses Max inside the cage and closes the gate. Alice then activates another door to open inside the cage and Max is confronted by the Female Slasher, whose shadow is seen as she is heard hissing and sticking her claws up and Max.

Max: Oh, boy.

The female Slasher pounces on Max and start viciously attacking Max offscreen as Alice and Officer X watch.

Alice: (sighs) Isn't nature magical?
Officer X: You know what, ma'am? It is. I think I'll just sit here and wait in case nature decides to make a break for it.
Alice: Whatever floats your boat, weirdo.

As Alice leaves, Officer X sits down on a nearby beach and watches as the Female Slasher continues to beat up Max. The penguins come out and see Max trying to avoid being caught by the Slasher.

Skipper: OK, this may have played out a little too much.

The penguins slide over to see if Max is okay, whose been through against the bars of the cage by the slasher.

Max: You gotta get me outta here. This kitten's nuts!
Kowalski: Apparently, the Rhodesian Slasher has a painfully intense, very elaborate courtship ritual. (covers Private's eyes from seeing, possibly because the sight might be too terrible for him) The good news is, most fatalities don't occur until the fifth week!
Max: I can't take 5 weeks of this! What am I gonna do?!
Skipper: Time for a kitty jailbreak. Private, execute a Foamy Lips Subterfuge, Mark 7!

Private slides away to follow Skipper's orders. A few seconds later as Officer X is watching Max and the Slasher, he looks down and sees Mort wearing fake ears, a blackberry on his nose, and whipped cream around his mouth.

Officer X: Huh?
Mort: Arf, arf! (growls) I am the rabies! Ha-ha-ha!
Officer X: (chuckles confidently) Rabid chihuahua. The greatest Animal Control threat known to man!

As Officer X chased after the disguised Mort, the penguins are hurrying to unlock the cage Max is in, who is still being beat up by the Slasher. After being chased by X, Mort hops on top of a trash can in front of Officer X and and proceeds to lick off the whipped cream on his face.

Mort: Mmm! I like diseases! (the blackberry falls off his nose, exposing himself)
Officer X: What the?!

Officer X looks over and see a cat running towards the Penguins, whom are on the edge of the zoo walls. Officer X quickly heads off to catch the cat.

Skipper: Here we go. This is for all the marbles, boys!

The Penguins pose for combat as Officer X and the cat come close to them. Officer X however is too quickly and catches the cat by pouncing on him.
Officer X: Gotcha!
Alice: (screams) My Felinus Infernus! They've escaped!
Officer X: "They?"
Max: (joins the penguins on the zoo walls) Take good care of my lady, OK, big guy? G'bye now!
Officer X: Paint?

Officer X looks down and notices that the cat he caught was actually the female slasher, who was painted by Rico to look like Max. The Slasher looks angry.

Officer X: Oh, poo.

Officer X is now heard screaming in pain as the slasher beats him up instead, which is offscreen.

Skipper: Nice stripe work, Rico. You've got the brushstroke of a Renaissance Master.

Rico giggles like a young girl upon hearing the compliment and blushes.

Max: I can't thank you birds enough!
Skipper: Consider it a debt repaid, old friend. Enjoy your freedom.
Max: Sure thing, but uh... Isn't the whole outside wall still wired with Sgt. Psycho's booby traps?
Skipper: We've got a man on it.

The Penguins and Max look on see Mort flying around the area, everytime he hits the ground he acitvate a booby trap which sends him flying.

Mort: I'm expendable! (hits another trap) Yaaay!