Scene I: Lemur Habitat

King Julien: (drinks smoothie Maurice brought and spits it out) Maurice, this smoothie is the yucks! Make me a better one.
Maurice: You got it your majesty. (to himself, grumbling) I'll make you a better one...

Maurice, pours the smoothie in Mort and shakes him, pours the smoothie back in the glass, puts the cherry in his ear, then back into the smoothie.

King Julien: (snatches the drink from Maurice, who snickers, and drinks it) Mmmm.... Now that is a smoothie I can call groovy!
Maurice: That's because of the secret ingredient.

As this is going on, the Penguins are spying on the lemurs from within their bamboo.

Kowalski: It's the same smoothie, just grosser.
Skipper: Gotcha Maurice.
Private: I just don't feel right about this...
Skipper: Shh!

Scene II: Otter Habitat, Night time

Marlene puts tape in tape recorder. and sings following line, playing her Spanish guitar.

Marlene: Made a mistake, when you messed with me, you shoulda known better, and let it be. Making dumb choices is one of your flaws, so look out baby here comes the claws!

Marlene flips around playing the Spanish guitar

Marlene: Yahoo! Here come the claws!
(shouts)Yahoo! (sings) Here come the claws!

Marlene strums too hard and breaks one of the guitar strings
Unseen by Marlene, the Penguins are also spying on her from beside her entrance.

Skipper: Embarrassing Marlene. Quite embarrassing...
Private: I still don't feel right-
Skipper: (More strain emphasized) Shh-sh-shh!!

Scene III: Gorilla Habitat, Night time

As they're both sleeping, Bing wakes up, grabs Bada's eyelid and lets it go, making it come back and wake him up.

Bada: (drowsily) Uh... What?... (goes back to sleep)

With the coast clear, Bing happily pulls out a stuffed Pink Bunny.

Bing: Okay Mr. Bunny. Time to make Night-night. (Bing then kisses the Bunny three times, then pulls up a boulder and goes back to sleep.)

Unseen by the gorillas, the penguins are also spying on them from within a bush in their habitat.

Skipper: Bing-y likes his Bunny eh? Interesting...
Private: I just don't feel--
Skipper: (Frustratedly shushes Private several times) SHSHSHSHSHSHSHSHSHSHSHSH!! Sh!

Scene IV: Penguin HQ (interior)

Inside the Penguins Habitat, The equipment used to spy on everyone is unplugged and set into a giant vault full of DVDs inside their HQ.

Skipper: Gentlemen, Operation: "Sneaky Peek" is a success!
Kowalski: We now have sensitive intel on every animal in the Zoo!
Private: But Skipper, aren't the animals our friends?
Skipper: (confidently and assumingly) Young Private! A "friend" is just an enemy that hasn't attacked yet.
Private: (confused) That's not very friendly thinking.
Skipper: I know! What are they attacking us?
Kowalski: (while carrying a box full of secrets) This collection is assorted secrets guarantees that we'll have the upper flipper when they do.
Skipper: Still, holding these secrets is an awesome responsibility. If any words would leak, it'd be chaos.

Skipper slams the Vault shut, unaware that Kowalski was inside it

Skipper: That's why I'm classifying Operation: Sneaky Peak (closes the locks to Vault as he speaks) "Tip-Top, Tippy-Top TOP" Secret!
Rico: (gasps) Wow!
Private: (gasps) That's even more secrety than your delicious "Mung-Fish Surprise" recipe!
Skipper: Exactly! So if anyone asks, (waves his arms around) you didn't see anything.
Kowalski: (knocking from within the Vault) Uh, Skipper?

Scene V: Penguin HQ (exterior)

On top of the Penguins' HQ on their Habitat, the penguins are doing some stretches by touching their toes in an exercise routine. Private however looks depressed and drowsy, showing this by doing the exercises in an unmotivated fashion.

Skipper: 1, and 2, and 3, and 4, and... (looks over and notices Private's lazy movements) Private! Put a little hustle in your muscle!
Private: Sorry Skipper, didn't sleep well last night. I kept thinking about Operation: Sneaky--

Skipper pounces on Private and clamps his beak shut while desperately looking around to make sure no one heard him.

Skipper: Private! Those words must never be spoken aloud!
Private: (muffled) Sorry.
Skipper: (helps Private to his feet) Tell ya what. Skip the Calisthenics and go get yourself some Chow.
Private: Aye, aye, Skipper! (Private goes back down into the HQ to eat)
Skipper: Tender-hearted tenderfoot... Kowalski, make a note to WRING that tenderness right out of him!
Kowalski: Aye Skipper.

Scene VI: Penguin HQ (interior)

Inside the Penguins Habitat, Private is eating some fish, still feeling upset and tired over Skipper and the others spying on the other animals.

Private: Needs a little something... (eats another fish)

Private then notices a hot sauce bottle on the table.

Private: Hot sauce! Perfect! That ought to give these Sardines a little kick!

As Private says this, he pours some hot sauce all over his fishes and eats another one, this time with a more Zesty attitude.

Private: Mmmmm, not bad...

Short after, Skipper, Kowalski, and Rico drop through the hatch having finished their exercise. Skipper and Kowalski high-five

Skipper: Good workout men.
Kowalski: (shocked) Tesla's Coil!

Private is now seen having eaten all the Sardines, but now looks very sick then hiccups. Kowalski then picks up the hot sauce Bottle.

Kowalski: Please tell me you didn't consume the contents of this bottle!
Private: (in a trance-like state) I did. the hot sauce was very tasty.
Kowalski: This isn't a hot sauce. (Skipper slides in closer) It was truth serum!
Skipper: (confused) You put truth serum in a hot sauce bottle?
Kowalski: (scoffs) Of course! Hot sauce is truth serum. Grape jelly is sleeping gas, and ketchup is amnesia spray.

Kowalski then takes the red ketchup/amnesia spray bottle off the table and sprays himself in the face to demonstrate to Skipper.

Kowalski: (trance-like) Where was I?
Skipper: (Holds up a yellow mustard bottle) Well what's mustard?
Kowalski: Well it's a tangy condiment you put on your hot dog. (squeezes the bottle)
Skipper: Mmm. Sounds delicious.
Kowalski: Point is for the next few hours, Private will be unable to do anything but tell the truth, the whole truth, and nothing but the truth. Observe:

Kowalski gets in front of Private

Kowalski: Private! Do you honestly like Skipper's Mung-Fish Surprise?
Private: (trance) No. It tastes like Elephant Sweat, but everyone pretends to like it to best Skipper's fragile ego.
Skipper: (looking very hurt) My whole life, is a LIE!
Kowalski: So... We've established the effectiveness of the Truth Serum...
Skipper: (confidently) Okay okay! This won't be a problem. I mean it's not like we have anything to hide right?

Kowalski and Rico then refer to the Vault full of everyone's secrets from before, Skipper turns to face it too realizes the danger they are in.

Skipper: (uneasily) Oh... Yeah...
Maurice: (From outside their HQ) HEEEEEELP!!
Kowalski: A desperate cry for help!
Skipper: Roll out men!

As the Penguins climb up to the hatch, Skipper stops Private.

Skipper: Private! Mum's the word!
Private: (trance) Okay Skipper.

Scene VII: The Zoo

Outside, Maurice leads the Penguins over to the Popcorn stand. Other animals that are surrounding the Popcorn Stand including: Burt, Roy, Bada, Bing, Mason, Phil, Marlene, and Julien.

Maurice: I dunno how he got in there, but if we don't get him out soon he'll be buried alive!

Inside the Popcorn Stand, Mort is seen slowly being buried by Popcorn. Mort is trying to show signs of distress but is too caught up in eating delicious Popcorn to show it.

Mort: (while munching on Popcorn randomly) HELP!... I AM... TRAPPED!!...
Skipper: Ladder Formation on 3! (Mort becomes submerged into the Popcorn) Uno! Dos! THREE!

The Penguins hop onto each other's head, with Kowalski undoing the latch. Popcorn comes spraying out of the stand burying the Penguins and releasing Mort who slides out of it.

Mort: (giggling while licking himself) I'm buttery!

The other animals cheer for the Penguins' heroic efforts. Julien laughs with joy as he steps on Mort and scoops up a box full of Popcorn.

Julien: Oh thank you Penguins! I was really getting worried about the "Poppity" Corn.
Skipper: Sure, happy to help. Now if you'll excuse us... (The Penguins go to leave but are stopped by Julien)
Julien: Why the rush? Stay! Celebrate!
Skipper: No can do. Big fish to fry! (The Penguins try to leave again but are stopped by Marlene)
Marlene: (persistently) Come on! What are you actually afraid you're going to have some fun?
Private: (trance) No Marlene. Skipper's afraid I'll tell everyone your embarrassing secret.
Marlene: Secret? What secret I--
Private: (trance) --That you fancy yourself a pop superstar and perform imaginary concerts every night.
Marlene: (hurt to angry) How do you guys know about that? Have you been spying on me?!
Skipper: Muffle the blabbermouth!

Kowalski and Rico pounce onto Private and clamp his mouth shut, but Private wiggles himself free to speak.

Private: (trance) No Marlene. We haven't been spying on you... (long pause) We've been spying on everyone!

Marlene gasps in shock. Roy and Burt grunt in disapproval as Private continues to talk.

Private: (trance) We know all of your secrets:

Skipper slams a popcorn box onto Private to keep him quiet, but his head pops out as he talks.

Private: (trance) --Bing sucks his thumb.

Kowalski drops a crate onto Private to keep him quiet, but he walks out the side of it unharmed as he talks.

Private: (trance) --Phil cheats at Chess.

Rico grabs Private and throws him towards a manhole and into the sewer, but Private pops out of another manhole as he talks.

Private: (trance) --The spider monkeys aren't even half-spider.
Julien: (excitedly hearing everyone's secrets; to Maurice) Oohohoho! These are very embarrassing secrets we are hearing...
Private: (trance) --Julien picks his nose. (Kowalski pounces on Private).

Julien is then seen picking his nose only to stop once Private tells everyone this.

Julien: (frantically) AAHHH!! My secret gold-digging shame exposed!
Skipper: Get him!
Private: (trance, Kowalski is holding onto his leg while Private's dragging him) --Mason is really Canadian.

Rico pounces onto Private to stop him, but Private frees himself.

Private: (trance) --Burt has a--.

Rico and Kowalski grabs Private simultaneously, but Private slips out of their grasp. Suddenly Burt grabs Private with his trunk and stomps away with him.

Burt: Oh no you don't! I don't want anybody finding knowing about that tattoo! I was young and foolish! and in-- (Before he can finish, Phil swipes Private away) HEY!

Phil takes them to their habitat. Shortly afterwards, Roy charges into their tree, knocking Private off it and onto his snout. Roy charges again, this time with Private on his snout.

Roy: Look! Tell anybody about my Tijuana "vacation" and I swear, buddy boy, I'll stomp you into paste!

The Penguins are seen chasing after Roy in their Toy Car.

Skipper: Kowalski, secure the Private!
Kowalski: Aye Skipper!

Kowalski jumps out and grabs onto Roy's tail. He then jumps onto his back, and to his snout, where grabs Private and lands back onto the Car.

Kowalski: Here he is!

Julien suddenly swings in and grabs Private from the car.

Kowalski: --and there he goes...

Scene VIII: Lemur Habitat

Julien lands back inside his habitat and set down Private in front of Maurice and Mort.

Julien: (eagerly) Spill to me the most "juiciest" of the gossips!.
Private: (trance) Mort loves you just for your feet.
Mort: (hysterical) IT'S TRUE!! IT'S SO TRUE!!!
Julien: (frustrated) Well duh! C'mon; More with the spilling!
Private: (trance) --and Maurice secretly--
Maurice: (frantically and defensively) Okay thanks for comin' bye!

Maurice grabs Private and throws him down into the bounce house, where Private bounce up and out of their habitat.
Julien: WHAT was he going to say Maurice?
Maurice: (panicked) That secretly I uh... think you're the greatest king you ever lived!
Julien: (Flattered and Confident) Maurice, that is no secret.

Scene IX: The Zoo

While searching for Private, Skipper notices him flying overhead.

Skipper: Rico! Bout face!

Rico quickly turns the car around and heads after Private.

Scene X: Otter Habitat

Private lands in the otter habitat, in Marlene's pool. Marlene angrily grabs Private from out of there and holds him.

Marlene: Okay, so all I want to know is... Do you know about the--
Private: (trance) Yes.
Marlene: --And how I like to--
Private: (trance) Yes.
Marlene: --With a--
Private: (trance) Yes.
Marlene: (gradually turns hurt) You know what? Not cool. No. Not cool at all. Friends don't spy on friends! I am so embarrassed.
Private: (trance) If you think that's embarrassing, you should see what Kowalski does when he thinks no one's watching--

Just as Private finishes what he was about to say, Kowalski fires a suction dart at his butt and pulls him up a tree the was inside the Otter Habitat.

Scene XI: The Zoo

Kowalski then grabs Private and hops back into the car, outside Marlene's exhibit.

Skipper: Rico, floor it!

Rico quickly hit the gas pedal. Suddenly the car goes into reverse and crashes into something offscreen.

Skipper: Not in reverse.

Rico quickly hit the gas pedal again and the car drives offscreen.

Skipper: (confidently) Well it should be smooth sailing from here.
Rico: (looks ahead) WHOA!!

Suddenly the Penguins are surrounded by the other animals, whom are looking very angry. While driving, they narrowly avoid being crushed by Burt's foot, charged by Roy's horn, and being grabbed by Bada. However, Bing smacks at the car, knocking it out of the Penguins' control.

Skipper: Bail out men!

Just as the car slides into a nearby wall, the Penguins eject from it and land inside the hatch of their HQ. Skipper quickly covers the latch just as the angry animals surround their habitat.

Scene XII: Penguin HQ (interior)

Skipper: Kowalski, status on the angry mob!

Kowalski is looking out of the periscope, he seeing Bada beating his chest angrily, Burt swinging his trunk angrily, Roy swinging his head angrily, and Marlene's face as she is right in front of it.

Kowalski: Mob still there, mob still angry.

Shortly afterwords, Private wakes up from his trance with the Truth Serum's effect finally dying down.

Private: (waking up) Huh?... Hello? What's all this then?
Skipper: Private! Welcome back from La-La Land!
Private: Um... Thanks?... Was I gone?
Skipper: Yep. You accidentally spilled the beans on Operation: "Sneaky Peak".
Private: Oh yes. I remember. (ashamed) Sorry Skipper.
Skipper: (confidently) Not to worry Private! We'll just stay safety locked up in here until this whole this is--

Suddenly, Burt's trunk sucks up Skipper into his nose and pulls him out of their HQ. Rico tries to run away and Kowalski holds onto the handles as Burt quickly comes back and pulls out Rico, who grabs onto Kowalski, who loses his grip and drags them out too.

Scene XIII: The Zoo

The angry mob of animals have captured Skipper, Kowalski, and Rico. Burt is holding Rico and Kowalski upside down and Bing is holding onto Skipper.

Bing: You penguins are gonna pay for violating our inalienable rights of privacy and whatnot!

Rico and Kowalski briefly look at each other, realizing they're all in trouble.

Scene XIV: Penguin HQ (interior)

Private: (panicked) Oh! What am I suppose to do now?

Private accidentally bumps into the table and knocks over the bottle of Ketchup (a.k.a. Amnesia Spray.)

Private: What's this? (gasps) Amnesia spray! Fantastic!

Private then accidentally sprays himself and briefly forgets what happened.

Private: What's this? (gasps) Amnesia spray! Fantastic!

Private then accidentally sprays himself and briefly forgets what happened, again.

Private: What's this? (gasps) Amnesia spray! (holds the bottle farther away this time with caution) Fantas.. tic...

Scene XV: The Zoo

Burt: Hey! Should I sit on them individually, or do I go for "group squish?"

The penguins are now tied up and are underneath and behind Burt's buttocks where they are about to be sat on as payback.

Marlene: Why drag it out? I say one and done!
Skipper: Kowalski, options!
Kowalski: Get fresh air while you can! (gasps deeply to conserve his fresh air)
Burt: Okay, here we go. I'm droppin' booty!

Burt then prepares to sit on the Penguins as they scream in fear. Suddenly a voice is heard from the distance shouting "forget!" causing Burt to stop and listen.

Burt: ("Forget!") Hey what's that? You hear somethin'?
Marlene: ("Forget!") I hear it too.

The voice shouting "forget!" is revealed to be Private, flying overhead on his jetpack while holding the bottle of Ketchup/Amnesia Spray.

Private: Forget everybody! FORGET!!

Private then swoops in and blankets everyone with the amnesia spray, causing everyone to forget what has happened.

Marlene: What?! (blanketed with the spray) --am I doing?
Bing: (blanketed with the spray) I'm feelin' a little discombobulated here.
Burt: (wobbles dizzily from the effects of the spray, almost stepping on the penguins) Oooh I-I-I'm kinda dizzy myself. I'm gonna sit down right here.

Burt then sits down, unintentionally sitting on the Penguins as they scream painfully. Burt hears their screaming and gets back up to see if they're okay.

Kowalski: (gasps for air) What have we done to deserve this?!
Skipper: Watch where you park that think pachyderm!
Burt': Sorry! I didn't see you there. (Burt unties Skipper, Kowalski, and Rico)
Skipper: (confused) What are we doing here?
Rico: I dunno?
Kowalski: (confused) I can't... remember...
Julien: (briefly picks his nose, then comes with an epiphany) I remember! It is a party! A party for me! A "Me-esta" if you will!
Mort: A "You-esta!" Ole!
Julien: (demandingly) Now where are my gifts?! Present me with the presents already!

Private lands next to the clock tower and sighs confidently and with relief that he saved the day.

Scene XVI: Penguin HQ (interior)

As time passes, the Penguins are back in their HQ. Skipper is drinking some coffee and joins Kowalski at the table.

Kowalski: Ya know? It's weird. I can't remember a thing from the last week.
Skipper: Eh, if it was worth remembering, we'd remember it.
Private: (walks up to Rico) Rico? Might I have a stick of TNT?
Rico: Yep. (Rico regurgitates a lighted stick of TNT into Private's hand)
Private: (winks) Thanks.

As Skipper and Kowalski aren't paying attention, Private tosses the TNT into the Vault where everyone's recorded secrets are kept. A loud explosion is heard from inside it which does get Skipper and Kowalski's attention.

Skipper: Private? What was that?
Private: Nothing Skipper; Just my little secret. (giggles)

Skipper and Kowalski look at each other confusedly.