Scene I: The Zoo

An image of the outside of the zoo while its bell rings. In the dark of night, Private and Skipper’s shadows are seen against a brick wall. They roll out from behind a bush and hide behind a tree. Skipper pops out of a hole in the middle of the trunk, and Private pops out under a bird nest.

Skipper: (Whisper) Private, status report.

Private has pink binoculars and is looking through them.

Private: (Whisper) No sign of the enemy, Skipper and the objective is still there.
Skipper: (Whisper) Outstanding. Move out!

Private and Skipper disappear and slide down the side of the tree trunk. They slide over and find cover behind some bushes. They pop up wearing camouflage hats. Now, the view of Kowalski is seen through binoculars as he watches Private and Skipper’s movements from inside a hot dog cart.

Kowalski: Rico, enemy spotted.

Rico pops out of the cart holding two hot dogs.

Kowalski: And they’re nearing the objective.

Rico spits out part of a hot dog, regurgitates a flamethrower and laughs, preparing to fire. Kowalski slaps him, causing him to melt a light pole.

Kowalski: (Sarcastically) I think we can secure the flag without lethal force, Rico.

Rico groans quietly and they jump out of the hot dog cart. Private and Skipper are seen underneath two popcorn containers, sneaking out from behind a trashcan. Skipper lifts his container up for a brief moment to look around. Kowalski and Rico are seen traversing over a man-hole. Private and Skipper slide over to a light pole and then out of sight. Skipper turns the corner and gasps as he sees Rico and Kowalski standing near the flag. Rico laughs and waves as they turn to walk towards it.

Skipper: Private, go for the split!

Private grabs Skipper and throws him towards Rico and Kowalski. Skipper knocks them out of the way in slow motion, and as he’s about to grab the flag, King Julien casually strolls up and grabs it. King Julien then proceeds to blow his nose on it.

Skipper: (In slow-mo) Nooooooooooooooo!
King Julien: (In disgust) Ugh, does this look like I am becoming sick to you? A little yellow-greenish maybe? Look at it.

Skipper cringes, then snatches the flag out of King Julien’s hands.

Skipper: Oh, you are sick. It’s a flag ring-tail, as in “Capture-the-flag”.
King Julien: Capture the who-what?
Skipper: (Impatiently) Capture the flag.
Private: It’s a game.
Kowalski: A training exercise.
Skipper: For… elite forces. A.K.A., not you.
King Julien: Oh, who is more elite than me? I shall play this flag capturing game, and when I say play, of course I mean win.

Skipper takes the flag pole down and walks away.

Skipper: Negative. No civvies allowed.
King Julien: (Mockingly) Oh, I see. Are you a penguin or a chicken? This calls for harsh mocking!

King Julien begins imitating a chicken.

King Julien: Mawk mawk mawk, mawk, bock-bock-bock, bawk.
Skipper ignores him and keeps walking.

Scene II: The Penguin HQ

Private is watching TV and Skipper is eating cereal, drinking coffee and reading the paper at a table. King Julien pops up beside Skipper, startling him, and continues his harsh mocking.

Skipper: (Startled) Ahh!
King Julien: Mawk, bawk bawk bawk!

Skipper throws his cereal bowl onto King Julien’s face.

King Julien: I am still mock-mock-mocking!

Skipper walks through a doorway (most likely the bathroom) with a newspaper under his wing. After closing the door, King Julien is heard and thrown out.

King Julien: Bawk, bawk bawk! Whoaahhhooof! Bawk baw bawk buhcawk!

Scene III: The Zoo

Rico is seen sliding to a halt. Kowalski jumps on Rico’s head, Private on Kowalski's, and Skipper on Private’s.

Skipper: Well done, boys.

The window opens up to reveal King Julien, mocking.

King Julien: Bawk bawk bawk!

This startles Skipper, causing all of the penguins to tumble to the ground.

Scene IV: Top of the Penguin Habitat

The penguins are relaxing on their lawn chairs while King Julien is seen bouncing on the “Royal Bouncy”, still mocking.

King Julien: Bawk bawk bawk! Mawk mawk bawk! Bawk. Bawk. Bawk. Bawk!

Skipper is growing irritated and angrily.

Skipper: Grrr.

Scene V: The Penguin HQ

Skipper is seen with bloodshot eyes attempting to sleep on top of King Julien. King Julien is sleep mocking.

King Julien: Mawk mawk mawk mawk...*snore* Mawk mawk mawk mawk...*snore* Mawk mawk mawk mawk...
Skipper: Alright, you win.

King Julien opens his eyes.

King Julien: Mawk?
Skipper: But now you’re gonna lose.
King Julien: Heheh.

Scene VI: The Zoo

Skipper sticks the flagpole into the grass. The penguins and lemurs stand on opposite sides of the flag.

Skipper: Now, the object of the training exercise is simplicity itself. The first team to capture this (points at the flag), wins.

King Julien grabs the flag prematurely.

King Julien: Hah! Done! Where are my prizes now?

Skipper grabs the flag from King Julien.

Skipper: (Annoyed) It’s not that simple.
King Julien: Prizes, prizes, tell me about the prizes!
Kowalski: If by some statistically remote chance you do win, the rewards are respect, and glory!
Private: (Skipping in place) And a little swagger in your step!
King Julien: These prizes sound cheap. As your king, I already own glory and respect, don’t I?
Maurice: Glorify!

Mort jumps into the air.

Mort: Respectify!
King Julien: See? (Thinking) But not a TV. Yes! Long have I been wanting a box with tiny shouting people inside.
Skipper: (Skeptically) And you’ll put up…?

King Julien, thinking, sees Mort and slides him forward. Mort giggles.

Skipper: Is he house broken?

King Julien wiggles his hand.

King Julien; Errhhh….
Skipper: All right. Deal.

King Julien and Skipper shake hands.

Scene VII: The Zoo

The penguins and lemurs are standing behind a red start line on the ground. A whistle blows and they all run off towards the flag. The penguins stop behind a tree and Kowalski pulls out a pair of binoculars and zooms in on the flag.

Kowalski: Target sighted.
Private: Skipper! (Scared) What if we lose the TV?
Skipper: Not possible, Private. Those lemurs don’t have the skills.

Private looks reassured.

Kowalski: Yes… but they do have the flag.

King Julien, Maurice, and Mort are all by the flag pole. King Julien is holding the flag and has one foot resting on Mort's back (Mort is on all fours).

King Julien: I win!

Skipper gasps in shock. King Julien performs a victory dance while Maurice and Mort cheer. Skipper facepalms.

King Julien: (Singing) Prizes, prizes, I get the prizes!

Scene VIII: The Penguin HQ

Maurice and Mort are seen dragging the penguins’ TV while King Julien supervises.

King Julien: Yes! This will go nicely in my breakfast nook!

Private waves the TV goodbye, close to tears.

Private: Good-bye, Telly, ol’ chum.

Private sobs and Skipper pats him on the back.

Skipper: Buck up, men. We may have lost the battle—
Private: (Still crying) And the Telly!
Skipper: --and that.

Rico nods vigorously.

Skipper: But not the war! Right?

Rico shakes his head vigorously. King Julien walks over to them

King Julien: Do I hear a rematch in the remaking?
Skipper: That was beginners luck! We go again.
King Julien: (Considering his proposal) Hmm… I do like possessing your possessions.

King Julien gasps, runs forward, and hugs the penguins’ “hi-fi”.

King Julien: When I win, this hi-fi will be my "'fi"!
Skipper: We’ll see about that. Actions speak louder than words.

King Julien is yelling through a speaker, knocking Skipper backwards.

Skipper: Okay, lemur. Let’s play!

Scene IX: The Zoo

The flag is in sight, still on the pole. Skipper peers around a brick wall.

Skipper: (Whispering) The package is ready for pick-up.

They all slide out from around the corner. Skipper stops and they all slam into him.

Skipper: (Angrily) SMOKED SALMON!

The lemurs are next to the flag pole. Maurice and Mort are holding the flag, and King Julien is leaning on a tree. Mort is teasing them.

Mort: (Mockingly) Nyah-nyah, nyah-nyah! King Julien: I like winning, it’s good, it suits me. Like losing suits dem, the loser penguins.
Skipper: (Angrily) Grrr.

Scene X: The Penguin HQ

Kowalski calculates something on his abacus, quickly moving beads around.

Kowalski: Gahh! It just doesn’t compute. (Looks at a clipboard) No land mammal should be able to move that fast!
King Julien: I’ll take that.

King Julien takes the abacus from Kowalski. Kowalski stares at his clipboard, while Private sighs sadly and Rico lays his head upon his doll. Skipper paces back and forth.

Private: (Sadly) The whole world’s gone topsy-turvey.
Skipper: So it’s up to us to make turvey topsy again.
Private: I’m not sure that’s even possible, Skipper.

Scene XI: The Lemur Habitat

Skipper: (Angrily) We want a rematch.

King Julien holds a finger up to “shhh” skipper. He’s lying on his stomach watching the penguins’ television.

King Julien: Shh! Dan from San Diego is going for the fifty thousand dollars! Foolishly if you ask me.
Skipper: Now.
King Julien: Loser-say-what?
Skipper: Now!

Scene XII: The Zoo

The penguins surround King Julien looking confused. King Julien shrugs, then pulls the flag out from behind his back with his tail. Skipper looks shocked, then angry. King Julien shakes the flag in Skipper's face with his tail.

King Julien: (“Noticing the flag”) Oh hello, you penguins are so funky slow!
Skipper: (Angrily) Rematch!

The penguins frantically run for the flag. King Julien drops down in front of the flag pole and makes the flag into a new crown, putting it on his head.

King Julien: New crown, you like?
Skipper: (Exasperated) Rematch!!

Skipper, just feet from the flag, rubs his hands together before walking towards it. However, King Julien sticks his hand out from his hiding spot behind a bush, stopping Skipper. He grabs the flag first.

King Julien: Ahh-ahh-ahh, peek-a-boo! I see you, losing!
Skipper: (Wildly flailing his arms) REMATCH, REMATCH, REMATCH!!!

Scene XIII: The Penguin HQ

The penguins are standing around when King Julien jumps down from above.

King Julien: Pay upwards, losers!

A flashlight, clipboard, hammer, flamethrower, cup with a twisty straw, plunger, and bowling pin are carried out before their eyes by Maurice and Mort. Private whimpers. Using a rope. Maurice and Mort drag the refrigerator out of the HQ. Julien is lounging on top of the refrigerator, mocking them.

King Julien: Bawk bawk bawk, BAWK!

Items begin disappearing from the rest of the HQ. Everything that isn’t a part of the structure vanishes. The penguins are grouped in the corner of the room. King Julien beckons for Rico to give him his doll. Rico begins to cry as he hands her to Skipper. Skipper hands the doll to King Julien.

King Julien: From now on, I name you, Carlotta! (Purrs "seductively" and dips the doll) Talk to me baby.
Rico: (Angrily) Grrrr!

Kowalski and Private hold Rico back.

Kowalski: Let it go man!
Private: Keep it together, Rico!

King Julien waves to the penguins.

King Julien: Thanks to you!
King Julien spins Rico's doll from one hand to the other.

King Julien: When you have more goodies for me I will be happy to shame-ifiy you again.
Maurice: Hah!
Mort: (Waves his arms happily) Yay, shame!

King Julien stands above Mort, his hand out of reach.

King Julien: Mort. High-five!

Mort jumps many times in an unsuccessful effort to high-five King Julien.

King Julien: No higher. Higher still. (Annoyed) Is that all you got, really?

Mort gives up, exhausted. King Julien bends down so Mort can reach.

King Julien: (Annoyed) Fine. Low-five then.

Mort low-fives King Julien, then collapses, exhausted.

Scene XIV: The Penguin HQ

Skipper is seen lying against a bare wall, sighing and looking sad. Private, Rico, and Kowalski are all sitting around a single candle, sad.

Kowalski: This stinks.
Private: (Happily) Perhaps we could blow something up! A powerful explosion would turn that frown upside down!

Rico smiles and attempts to regurgitate explosives. Upset, he puts his head in his hands.

Rico: Ohhhh….
Private: (Sadly) Nothing left… even inside Rico.
Kowalski: Good news; we have nothing left to lose.
Private: (Sadly) You know, it was enough they had to beat us. Why’d they have to stoop to name calling? Flightless...That hurt.
Skipper: Flightless… (Jumping to his feet, excitedly)… flightless! That’s it! Kowalski, what’d you say earlier?
Kowalski: Uh, this stinks?
Skipper: Before that.
Kowalski: Momma, I made boom-boom?
Skipper: Too far back.
Kowalski: No land mammal should be able to move that fast?
Skipper: Bingo! Lemurs don’t travel by land.
Kowalski: They… travel… by tree!
Skipper: Head of the class, Kowalski!

Skipper slaps Kowalski on the backside. Kowalski rubs it.

Scene XV: Flashback

While Skipper is talking, the penguins are shown sliding along the ground. The lemurs are seen jumping from tree to tree and beating the penguins to the flag. Close-up on the penguins; Skipper looks mad.

Skipper: While we carried out land-based operations, our lemur foes were gliding right over our heads. We never stood a chance, because we were playing the wrong game.
The lemurs are shown mocking the penguins, waving the flag tauntingly.

Scene XVI: The Penguin HQ

Private jumps up.

Private: (Happily) It’s as though life has meaning again! But wait, we know how they beat us...
Kowalski: ...but we don’t know how to beat them.
Skipper: Look to the sky, boys. Look. to. the. sky.
The penguins look up.

Scene XV: The Lemur Habitat

King Julien is watching television on a lawn chair next to Rico’s doll.

Television Ad: Did you pay too much for auto insurance?
King Julien: (Sitting up) It is very possible. Tell me more.

King Julien leans in closer to the television.

Television Ad: With our new –

The television goes static. King Julien screams in shock.

King Julien: Ahhh! (Angrily) Mort, no slacking! How am I to know if I have auto-paid too much?!

Mort, who is acting as the antennae, is moved around by King Julien in order to get a better signal.

Home Gym Instructor: It’s 1, and 2, and 1, and 2…

King Julien follows the TV instructor, then begins moon-walking.

King Julien: Ahahaha! Yes! Yes! Do it Maurice!

Maurice gets up and dances with King Julien. The penguins appear over the wall between their habitats.

Skipper: Lemur! One last game, all, or nothing!
King Julien: But I have the all, and you have the nothing. So… how does that work?
Skipper: (Whisper) Kowalski, options!
Kowalski: (Shrugging) Sorry Skipper, we lost my options clipboard two nights ago.
Skipper: Grrr.
King Julien: Right-e-o! Maurice, options.

Maurice is looking at Kowalski’s options clipboard.

Maurice: Uhh, they could swear their undying loyalty to you.
King Julien: Groveling, obeying, and combing the knots out of my tail?
Maurice: That’ll be the idea.
King Julien: (Excited) Ooohoohoohoo! I likey.
Skipper: We accept those terms.

Scene XVI: The Zoo

The lemurs are seen through Kowalski’s binoculars jumping from tree to tree.

Kowalski: The enemy is on the move, Skipper.

The penguins all have goggles, the top part of a school desk on each arm, and a soda bottle strapped to their backs. They begin shaking the bottles.

Skipper: Gentlemen, commence shaking. Now light these candles!

The top of the bottles pop off, sending the penguins rocketing through the air.

Private: (Amazed) I’m flying, I’m fly—guaahhh!

Private swallows a bug, begins choking, and then begins losing altitude.

Skipper: (Worried) What is it Private? Spit it out!

Private spits out the bug.

Private: Yessir!
Skipper: Oh, a bug!

The lemurs near the flag pole, bouncing through the trees. King Julien walks out on a branch.

King Julien: Those silly billy penguins cannot be beating me. It is unpossible!
Skipper: Think again, lemur!

King Julien looks curiously up into the night sky. Airplane sounds are heard as the penguins approach. King Julien ducks.

Skipper: The unpossible just became possible.
King Julien: (Speechless) It it, it’s the flightless birds! They, they—
Maurice: They’re flying!
Mort: Yeah!

The lemurs begin running and jump out of the tree.

King Julien: Terror from above!

The penguins begin dive bombing the lemurs. While Maurice runs, Kowalski hovers in front of Maurice, scaring him.

Kowalski: Hah!

Maurice falls backwards off the branch. Rico flies in front of King Julien, and King Julien falls off the tree and sprawls in a heap on the ground.

King Julien: Terror!

King Julien sees the flag still on the pole, gets up, and begins running towards it. Skipper flies over him and King Julien falls to the ground.

King Julien: (In slow-mo) Nooooooooooooooo!

Skipper flies over, grabs the flag and they all land in front of King Julien. Skipper holds out the flag in front

Skipper: Game, set, match.

Scene XVII: The Lemur Habitat

King Julien is seen crownless standing next to Maurice. They are both looking around their vacant habitat, sadly.

Julien: So when he said all or nothing…
Maurice: He really meant all…

Mort is pulled out of sight by one of the penguins.

Scene XVIII: Top of the Penguin Habitat

Rico and Kowalski are bouncing on the “Royal Bouncy”.

Kowalski: Victory is sweetest when you’ve tasted defeat, eh Skipper?

Skipper is wearing King Julien’s crown and lying one of his lawn chairs.

Skipper: Oh, victory is sweetest, on the lemur’s bouncy.

Mort is seen wearing a blue bow. Skipper passes a dog bowl with a fish in it in front of him. Mort sighs sadly.