Scene I: Penguin Habitat

At the Central Park Zoo, kids are being given popcorn boxes. At the penguin habitat, Skipper sees the popcorn ztand by looking through high-tech binoculars.

Skipper: Hello! Look alive men.

Private, Kowalski, and Rico appear

Skipper: Time to get us some popcorn.
Rico: Uh-huh!
Skipper: Prepare to commence Operation: "Popcorn".
Kowalski: Bit on the nose, isn't it Skipper?
Private: Easy to remember though.
Skipper: Roger that Rico. Go-time!

Kowalski and Rico jump into the pool section of their habitat.

Skipper: Private, decoy duty.
Private: No problem! I've been working on my waddle Skipper.

Private pulls out a black bowler hat, which gets the attention of a young boy holding a box of popcorn. As Private is distracting the boy with his dancing, Kowalski and Rico swim under the boy's bag. Kowalski pecks at the underside of the box, releasing the popcorn as Rico swallows all the popcorn that pours out from underneath. The boy notices the empty box and gets confused. Kowalski and Rico (with a belly full of Popcorn) hop back onto dry land. Just as Rico regurgitates the Popcorn he caught, Skipper grabs Private's hat and tosses it towards Kowalski, who catches it and places it under Rico, catching the Popcorn he regurgitates.

Skipper: Outstanding!

The Penguins each take some pieces of popcorn and eat some.

Skipper: Regurgitated, just like Mama use to make.

Scene II: Lemur Habitat

At the Lemur Habitat, Julien, Maurice, and Mort are all dancing as a crowd of humans watch them and throw Popcorn at them.

Julien: Dance, Mort! Dance for the silly humans as they throw the delicious poppity-corn at us!
Mort: Popcorn! I like this!

Mort catches a piece of popcorn in his mouth

Julien: Maurice! Your booty is barely shaking!

Maurice is seen doing the "robot" dance, a bit mundane. Julien then spanks Maurice's butt to get his attention.

Maurice: HEY!
Julien: Watch, eyes on me. Both eyes Maurice, your lazy eye too.
Maurice: (denying) I don't have a laz--
Julien: No it's okay. Look; I have one too!

Julien points to his face and his left eye moves around rapidly while his right eye does nothing. Maurice looks bored now and watches on as Julien resumes dancing as children throw Popcorn at them.

Julien: Yes! (does the robot dance too) You are powerless to King Julien's superior robot skills!

Scene III: The Zoo/Otter Habitat

A boy with glasses on is being given a box of popcorn just outside the Otter Habitat. Suddenly, Marlene gets his attention by shouting and sliding on her belly off her ramp and onto the water of her habitat. Hoping she has impressed the boy, she climbs to the ledges of her habitat to see.

Marlene: Eh? (points to her open mouth) Ahh...

Fairly impressed, the boy grabs a handful of popcorn and throws it at Marlene, who jumps off the ledge and catches it in her mouth and lands into the water.

Marlene: Woo-hoo!

The boy is then confronted by Alice.

Alice: Hey little animal lover.
Boy: Hi.
Alice: I'm Zookeeper Alice, did you know that every last species in this zoo is on a very special diet?
Boy: Uh... I guess?
Alice: Oh, you guess? You're a little guesser are ya?

Alice drivels on into anger and frustration, as she grabs his popcorn and crumbles it up

Alice:Well I guess I have a little tip for ya little GUESSER!!

Takes a sign and smacks it against a nearby popcorn stand.

Alice: DO...

Takes a sign and smacks it against a man's face as he's about to lick an ice cream cone.

Alice: NOT...

Takes a sign and smacks it against a baby carriage.

Alice: FEED...

takes a sign and smacks it against Marlene's Habitat, which scares Marlene.

Alice: THE...

holds the sign in plain sight to the viewer, which shows a rhino about to eat a box of popcorn, being covered by a "Do not..." sign obscuring it.


Scene IV: The Zoovenir Shop, Night time

Night has fallen in New York and some of the animals (The Chimps, The Lemurs, The Penguins, and Marlene) are all talking at the same time in a commotion.

Julien: Maurice, make them shush now.
Maurice: Order! Order!
Marlene: (gently and calmly) Hey, you guys, c'mon. Everybody calm down.

Julien, Maurice, Mort, and Mason all stare uninterestedly at Marlene's suggestion.

Marlene: There, okay great.

Marlene then shouts, which scares Mason off the barrel he's sitting on.

Marlene: (hysterically) I CAN'T LIVE WITHOUT POPCORN!!!
Mort: Popcorn!
Everyone: Popcorn! Popcorn! Popcorn! Popcorn! Po--

Skipper then scrapes his beak across a chalkboard which makes a very bad screeching sound, forcing everyone to cover their ears, but successfully gets their attention.

Skipper: (confidently) I'll get your popped corn.
Julien: Something smells fishy.
Maurice: Yeah, I don't know about these guys...
Julien: No, I mean the stink of actual fish, Maurice. Open a window.
Skipper: Here's what we know: Alice has clamped down. She's actually enforcing the "Do not feed the Animals" policy. All popcorn supply lines have been cut off, fineto! But not to worry, we have a plan. Rico!

Rico regurgitates Kowalski's whiteboard into Skipper's flipper.

Julien: Maurice, where is my plan? Why don't you vomit up a plan? And do something about the stink!
Skipper: (hands the whiteboard to Kowalski) The only thing that stinks here, lower mammal, is your attitude!
Private: Skipper likes team players.
Julien: So do I, as long as I am in charge of the team. Okay, my kingly plan is coming to me... First, obviously, we must get rid of that insane zookeeper Alice!
Skipper: Negitory! We'll just get more Alices in her place.
Kowalski: A LOT more Alices.
Skipper: Give us a number Kowalski.
Kowalski: 42.
Skipper: Good. Show me your math later.
Julien: (jumps off the barrel) Excuse me fishy interupting bird. Your king, which is me, is very busy.
Skipper: (comes to him and pokes him in the chest) Maybe you didn't get the memo, punk! But this zoo runs on democratic principles. And I don't think we put you in charge! Did we? (Kowalski shakes his head)
Julien: How could I not be in charge? Being in charge is what kings do. So shut up.
Mort: (jumps down and hugs his legs)I vote for you.
Julien: (shakes him off) Not the feet! Do not touch the feet!
Marlene: Okay, okay let's get a little... I dunno, creative here. What if we all, hmm, worked together to get the popcorn?

Skipper and Julien remain in place as they stare at each other.

Marlene: Fine, whatever. Okay, you each do it your own way and may the best species win. Good luck.
Skipper: (confidently) Failure is not an option.

Skipper and Kowalski high-five.

Julien: Which is fine by me because I do not intend to fail. I vow to do the opposite of fail!
Marlene: You mean "Succeed?"
Julien: (as Maurice jumps down from the barrel) No, I will not "Suck seed!" No one will be sucking seed!

Julien looks down and notices Mort still hugging his leg, therefore he throws his offscreen.

Julien: We will all be eating popcorn!
Maurice: So uh, you have a plan?
Julien: Better; I have confidence!
Skipper: Shall we leave this to the professionals?
Rico: Mm-mm.
Skipper: I think so. Rico!

Rico regurgitates a bomb that makes a smokescreen and the penguins exit.

Scene V: The Zoo, Night time

The penguins (minus Rico) are now seen outside, looking at the Zoo's directory. Kowalski is showing a laser pointer to indicate where they are.

Kowalski: According to this symbol, which appears to be aztec in origin, you are here.
Skipper: Tell me something I don't know.
Kowalski: Without mucus, your stomach would digest itself.
Skipper: Tell me something else I don't know. Something less disturbing, maybe.

Kowalski flashes his laser pointer over the zoo storage symbol.

Kowalski: Snack storgae facility at 11:00.
Skipper: Blast! It's already 10:57. We don't have much time!

Rico is seen driving around the corner in a pink car, in the passenger seat is his doll. Rico growls in a flurting manner towards the doll. Skipper then smacks Rico.

Skipper: Rico! No unauthorized personel on missions! (to the doll) Sorry dollface. Maybe another place, another time.

Kowalski tosses away the doll and he as well as the rest of the penguins hop in as Rico drives away.

Scene VI: Zoo Storage, Night time

The penguins arrive at the zoo's storage, where the popcorn seed have been stored. The penguins hop out of the car and Skipper sees the window.

Skipper: Attack stack, men.

The penguins stack on top of each other with Skipper at the top, Rico below, Kowalski under, and Private at the bottom. Skipper got to the windowsill.

Skipper: Target acquired.

Skipper tries to lift up the window but it's too heavy for him. Underneath the stacked penguins, Private is yowling with strain and looks compressed between the penguin stack.

Skipper: Keep it together Private. Reverse formation, now!

Still in stack formation, the penguins flip upside down individually and slide up the wall and into the building. Beside their car, the lemurs and investigating the place as well.

Julien: (sniffs) This reeks of fishy, flightless, bird-type creatures. I suspect that they came this way.
Maurice: (sarcastically) No kidding.
Mort: Where's the popcorn?

A sack of popcorn seeds suddenly falls and lands on top of Mort, crushing him.

Mort: (painfully) There's the popcorn...
Julien: (impressed) Well played, Mort.
Private: Skipper, look!
Skipper: Keep your stinking opposable thumbs off our popcorn!
Julien: This is not yours. Mort found it. Right, Mort? (lifts the sack off Mort)
Mort: Uh-huh! (Julien drops the sack back onto him)
Julien: Finders-Keepers, Haha! (the lemurs run off with the sack)
Skipper: Kowalski, legal analysis.
Kowalski: He's got you, Skipper. It's the "Finders-Keepers" Treaty of 1859.
Skipper: Blast! Secure another bag men!

Scene VII: The Zoovenir Shop, Night time

Back inside the Zoovenir Shop with the other animals, the penguins arrive with another sack of popcorn seeds.

Skipper: Prepare to eat popcorn 'til your guts explode. Rico!

Rico takes out a knife and cuts open the sack to reveals the popcorn seeds, to everyone's shock and confusion. Marlene picks up a seed and looks at it

Marlene: This doesn't look anything like the picture on the bag. (eats it) It isn't very puffy...

in disgust, Marlene spits out the seeds, which land on Skipper's belly. Julien chuckles confidently.

Julien: Only I, King Julien, have the key to this mysterious... mystery.
Kowlaki: I've got a clean shot Skipper.

Kowalski is seen holding Rico like a rocket launcher. Rico's mouth is stuffed with popcorn seeds.

Skipper: Hold your fire.
Rico: (disappointed) Aww!
Skipper: He's bluffing.
Julien: They are popcorn eggs! They need to be hatched under our warm bottoms!
Marlene: That would be... really um... Yeah, I dunno what that would be.
Skipper: Marlene, I think the word you're looking for is: ridiculous! (Kowalski nods)
Julien: (insulted and angry) We shall see who is ridiculous when popcorn begins exploding from my bottom!

Julien snaps his fingers and he and the other lemurs leave. Mort blows a smiteful raspberry at the penguins.

Skipper: That lunatic will not be our king. We'll crack that popcorn code!
Private: Skipper, Alice is on the move!
Skipper: Rico, kill the lights!

Rico spits out several seeds that hit the lights above, and blackens them. Skipper and Marlene cover themselves to avoid broken glass.

Skipper: I meant turn them off!

Alice walks by the front door of the Zoovenir shop to see what the ruckus is about. She shines her flashlight inside and see the penguins and Marlene posing like the rest of their stuffed toy counterparts. Falling for the disguise, Alice walks away, feeling suspicious.

Skipper: Rico!

Rico regurgitates another bomb making a smokescreen and the penguins exit.

Scene VIII: Lemur Habitat

The lemurs are at their habitat with 3 popcorn seeds.

Julien: Mort, Maurice, gather round. Everyone grab an egg. (they do so) Now, put it under your bottoms like so. (they do so) Think warm bottom thoughts... Ohm, do like I'm doing. Ohm...
Maurice and Mort: Ohm...
Mort: I think mine's hatching. (farts then giggles)
Maurice: (disgusted) Remind me not to eat that one.

Scene IX: Penguin HQ

The penguins are surround a popcorn seed, standing on the table. Private shines the flashlight on it.

Skipper: We need answers, now. Talk, mister! Where areyour fluffy little friends? (beat) We can do this the easy way, or we can do this Rico's way.
Rico: Uh-huh! (pulls out a hammer)
Private: (notices something) Skipper, our bag sprung a leak!
Skipper: A leak?

Scene X: The Zoo

As we saw the leak, well said, the trail leads from the HQ to outside and Alice is following the trail as another work is heard on the walkie talkie.

Zoo worker: Yo, Alice. Aren't you suppose to be here shoveling the elephant poop?
Alice: I can't; I'm investigating a warehouse break-in. Two sacks of popcorn are missing and I think I'm onto something

Alice picks up a seed and sniffs it.

Alice: (suspicious) Penguins...

She truns to the penguin habitat. The periscope is popped out and has its eye on Alice.

Scene XI: Penguin HQ/Habitat

Private: (concerned) Skipper, I think Alice might be onto us.
Skipper: (pushes Private aside) One side, Private.

Skipper looks through the periscope and sees Alice running like mad towards the penguin habitat. An alarm is heard in th HQ.

Skipper: Kowalski, Rico, hit the waters! (they climb up the ladder) Private, help me hide the popcorn. (they throw in the incinerator) The incinerator, the last place she'll ever look...

Alice got there and sees Kowalski and Rico there. Kowalski waves. Alice gorans and looks at them again.

Scene XII: The Zoo, Multiple Habitats, Popcorn Exploding Scene

Skipper: (proudly) It's like nothing happened.

Suddenly, a rumbling sound is heard.

Private: Skipper, something happened!

From the incinerator, the popcorn popped, filling up the room.

'Skipper: Fire in the hole!

Skipper oppens the door and he and Private are swept back by popcorn. The rumbling continues. At the otter habitat, Marlene is alarmed.


Pan on Alice.

Alice: I knew it!

Scene changes to the lemur habitat as the lemurs are still "laying".

Julien: Ohm...
Mort: It's hatching! (Maurice is surprised)

Back at the HQ, Skipper and Private are in the pile of popcorn, rising up to a set of spikes.

Skipper: I knew I shouldn't install those decorated spikes.

Outside, Kowalski and Rico look from the water.

Rico: Kaboom?
Kowalski: I'm going to say yes.

An exploding sound is heard and Skipper and Private fly out the habitat and it rain popcorns everywhere.

Alice: (runs to the habitat, talking to the employee) I'll get to the bottom of- Doh!

She gets hit by the popcorn, letting h grip go of the walkie talkie.

Zoo worker: Yo, Alice. You find the missing popcorn yet or what?
Alice: (she is under a pile of popcorn; giving up in defeat, not answering) You could say that, yes.

Scene XIII: Otter Habitat

Marlene: It's a "popstorm", or-o is it a "corn-ado"? (laughs)

Skipper and Private fall into the pool.

Marlene: Skipper, I have to say, you guys rock!
Skipper: Marlene, let's just say, mission accomplished.

Skipper and Private high-five each other.

Private: We sure show those lemurs, Skipper.
Skipper: You bet we did, Private. (at the end, he accidentally slaps Private) Even that delusional king has to know when he's licked like an all-day sucker.

Scene XIV: Lemur Habitat

Julien: My bottom is magic. (Maurice throws a piece and tries to catch it with his mouth but Julien grabs it) The Salty Snack Gods have chosen to reward me. Thank you, Salty Snack Gods! Is there any doubt now that I am king? It's by devine right! Right?
Maurice: Right...

Scene XV: Penguin Habitat

Time has passed after the raining stopped and the penguins are now seen lying on a giant pile of popcorn above their habitat. Private is lying on top with a satisfied look on his face, Kowalski is unconscious/asleep next to Skipper and Rico is lying backwards and snoring loudly. They all look tired and/or sick.

Skipper: You know men? I'm actually pretty darn sick of popcorn.

Skipper tosses a piece of Popcorn away as Rico belches loudly, and passes out.