Penguins of Madagascar

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Who says penguins can't fly?

Penguins of Madagascar, or more commonly known as Penguins of Madagascar: The Movie, is a 2014 American 3D computer-animated action comedy film, produced by DreamWorks Animation and distributed by Universal Pictures. It is a spin-off of the Madagascar film series, and takes place right after the events of Madagascar 3: Europe's Most Wanted, following the penguins Skipper, Kowalski, Rico and Private in their own spy thriller. Apart from the main characters, it is unrelated to The Penguins of Madagascar (which is set in its own continuity). It is the only film in the Madagascar franchise that was distributed by Universal Pictures and was the final film produced by Pacific Data Images before its closure on January 22, 2015.

The film is directed by Simon J. Smith and Eric Darnell, and written by Michael Colton and John Aboud. The film was released on November 26, 2014.


Documentary filmmaker: [first lines; narrating] Antarctica, an inhospitable wasteland, but even here, on the Earth's frozen bottom, we find life.
[The wind blows away the snow, revealing an egg and it rolls down the hill]
Documentary filmmaker: And not just any life… penguins. Joyous, frolicking, waddling, cute and cuddly life. Look at them, tumbling onto their chubby bum bums. Who could take these frisky snow-clowns...?
[The older penguins almost fall on baby Skipper, Rico, and Kowalski, who move out of the way]
Skipper: [interrupting the narration] Seriously? Does anyone even know where we're marching to?
Penguin #1: Who cares?
Penguin #2: I question nothing.
Penguin #3: Me, too.
Penguin #4: Me, too.
Skipper: Well, fine. We'll just fly to the front of the line and see for ourselves. Kowalski, Rico, engage aerial surveillance.
[They flap their wings but cannot fly]
Kowalski: Skipper, we appear to be flightless.
Skipper: [looks at his wings] Oh, well, what's the point of these?
[Rico seems to have an idea. He hits Skipper's wing in some sort of high 5]
Skipper: Whoa, I like it! Hey, this could be our thing! What're we gonna call it? Let's call it the, uh... high 1.
[The egg rolled passed Skipper, Kowalski, and Rico]
Skipper: Hey, anybody see that? That's an egg! Is somebody gonna go get it?
Penguin #5: We can't do that.
Skipper: Why not?
Penguin #6: Well, it's a dangerous world out there and we're just penguins. You know, nothing but cute and cuddly.
Penguin #7: Yeah. Why do you think there are always documentary crews filming us?
[The view zooms out to see two men each with a camera and a microphone for filming]
Penguin #8: Well, sorry, kid. You know, we lose a few eggs every year. It's just nature.
Skipper: Oh, right, nature. I guess that makes sense, but something... something deep down in my gut tells me that it just doesn't make any sense at all. You know what? I reject nature!
[The other penguins gasp]
Skipper: Who's with me?
[With a shout, Skipper goes after the egg, much to Kowalski's and Rico's confusion]

[The penguins have just blown up an old ship]
Skipper: Kowalski, analysis?
Kowalski: We are really... awesome at this!
Skipper: Boys, we did it! Mission accomplished! Hey, we can do our thing! High 1!
[They all high 1, until Skipper accidentally hits the egg they just saved]
Skipper: Ooh. My bad.
Rico: Uh-oh!
[The penguins all look in awe as the egg is about to hatch]
Skipper: Look, it's... it's the miracle of birth.
Kowalski: A moment... of extraordinary beauty.
[Suddenly, the egg explodes open, much to the disgust of the trio]
Skipper: Daaagh!! That is disgusting! I think I have amniotic sac in my mouth!
[Much to the trio's surprise, the newly hatched Private gets up and chuckles. Skipper, Kowalski and Rico look at him lovingly]
Private: Hello! Are you my family?
[The trio turns, knowing that they're far away from land, and nod to each other before turning back to face Private]
Kowalski: You don't have a family, and we're all going to die. Sorry.
Private: [concerned] Wh-wha...?
[Skipper elbows Kowalski]
Kowalski: What? I-I thought that was what we were all nodding about.
Skipper: [hits Kowalski again] No one's gonna die! [to Private] You know what you've got, kid? You've got us. We've got each other, and if that ain't a family, I don't know what is.
[Skipper salutes Private, who does the same thing. He tussles his head]
Skipper: So adorable. Kowalski, what's our trajectory?
Kowalski: 95% certain we're still doomed.
Skipper: And the, uh... other 5%?
Kowalski: Adventuring and glory like no penguins have ever seen before.
Skipper: I'll take that action.
Private: Where are we going?
Skipper: The future, boys. The glorious future.

[The Glorious Future, 10 Years Later. We see all four silhouettes of Marty, Melman, Gloria and Alex dancing from the Circus after Madagascar 3. Kowalski lights a long fuse. A mashup of "Move It" and "Afro-Circus" plays]
Skipper: Ah, that song! I swear it's gonna make me lose my salmon.
Kowalski: Singing getting louder, Skipper!
Skipper: Well, move faster! Somebody get that wig off Private.
[Private was dancing to the mashup with a rainbow afro wig and Rico removes the wig of Private's head]
Skipper: Kowalski, status report!
Kowalski: I'm really getting tired of this song!

Skipper: 10 years ago, on this very day, a tiny egg hatched, and our world got a little cuter. So tonight, Private, we celebrate your birthday by infiltrating the United States Gold Depository in Fort Knox!

[At the gold depository of Fort Knox]
Skipper: Private, if you could have anything you wanted in the whole wide world, what would it be?
Private: Well, gee, Skipper. I think to be a meaningful and valued member of this team.
Skipper: Oh, well, we got you something else.
[The views pans to a vending machine in the break room]
Private: A vending machine?
Skipper: Well, not just any vending machine, Private. The last remaining home in America's nanny states for those succulent and chemically-hazerdous bits of puffed heaven called...
Private: [gasps] Cheezy Dibbles!
[Skipper gives Private a coin]
Skipper: Happy ding-dong birthday, ya little scamp!
[In response, Private pecks Skipper on the cheek, followed by Kowalski, finally giving one to Rico, only for the latter to hold Private for 10 seconds]
Skipper: You mess with the bull, you get the horns, Private. Now hit that machine and get your present.
[Private tosses the coin into the machine and tries to reach in the slot to get the bag]
Skipper: We just broke in the most secure facility in North America. Do you know what that means?
Kowalski: We're wanted criminals who will be on the lam for the rest of their lives, always feeling the hot breath of Johnny Law on our necks?
Skipper: No! It means, as elite units go, we're the elitist of the elite. Top shelf in the bureau. The penultimate... +1.
[As Private struggles to get the bag out from the vending machine, he ends up getting pulled into it by an octopus's tentacle]
Skipper: Where'd Private go?
[The trio walk closer to the vending machine and spot Private, who is stuck up in it]
Kowalski: Oh, there he is. D3.
Skipper: Oh, Private. How much is he?
Kowalski: He's $3.50, sir.
Skipper: Well, that's outrageous... even for Private.
[Suddenly, the tentacle comes out of the vending machine slot, grabs Rico and takes him into it, too!]
Kowalski: Sir, the machine is alive!
[The tentacle comes out of the vending machine again and takes Kowalski]
Skipper: [angrily] Well, I don't think I like your attitude, vending machine… or your prices! [in battle stance] Release them!
[The tentacle comes back out and grabs Skipper in]

[The penguins, having been captured by the vending machine, are flown to a submarine in Venice. Skipper looks around from the cage]
Skipper: Kowalski, analysis.
Kowalski: All evidence indicates... [his stomach grumbles] Oooh, I ate too many Cheezy Dibbles.
[Private coughs out an orange cloud of dust]
Skipper: We're behind enemy lines and incredibly thirsty. Rico, bust us out of these delicious prison.
[Rico sticks out his tongue holding a paper clip and uses it to unlock the cage door.]
Skipper: Nice work, Rico. You're a meaningful and valued member of this team.
[As the penguins exit the cage, Private becomes upset. Then he looks at the paper clip, takes it and swallows it. He tries coughing it up, but no success]
Skipper: Private, quit lollygagging… and regular gagging.
Private: Sorry.
Skipper: It's dark and ominous. 2 of my least favorite traits in a room.
Private: Ooh, look, a button!
Skipper: Huh? Private, don't!
[Private pushes the button anyway, and a platform underneath them descends. They drop down to another room]
Skipper: Now what have I told you about–?
Private: [presses another button] Sorry, what?
[A giant device wheels over, and a laser pops out, pointing at the penguins]
Kowalski: It looks like some sort of giant laser sent to kill us all, sir!
[Skipper steps back from the laser's angle]
Private: Ooh, another one!
Skipper, Kowalski and Rico: NO! [stop Private from pressing a third button. Suddenly, drops of water comes down on the panel and on the flippers. The penguins look up to see something]
Male voice: ♪ Naughty, naughty. ♪
[Dr. Octavis Brine, a scientist, walks in]
Dr. Octavius Brine: Pretty birds belong in their cages.
[Dr. Brine is seen walking on the catwalk, but the camera shows that he is walking upside down. He drops down and his limbs are tangled up. The penguins groan in disgust. Dr. Brine gets himself in that tangled position, and screws his head right]
Penguins: Ew!
Dr. Brine: Now, that's just hurtful. And I was so happy to see you again. [untangles himself] Skipper… [Skipper gasps] …Kowalski, Rico… [bends down to Private] and sweet little Private. [taps on Private's beak] Boop!
Skipper: Who are you? (How do you know our names?)
Dr. Brine: The humans know me as Dr. Octavius Brine - enowned geneticist, cheese enthusiast, and frequent donor to NPR pledge drives… but you know me by a different, much older name. A name perhaps you hope you'd never hear again. A phantom! A shadow of a former life! I… am… [transforms into a purple octopus, who emerges from the costume]
Dave: Dave!
[The penguins gave long surprised looks at Dave with the Dr. Brine wig still on his head]
Skipper: Kowalski?
Kowalski: Sorry, sir. No clue.
[Dave removes the wig]
Dave: (That's better.) Dave!
Kowalski: Dave.
Dave: Dave.
Skipper: Dave?
Dave: "Dave".
Private: Dave.
Dave: Dave!
Rico: [rolls his eyes] Bleh.
[Dave looks confused at the penguins. A cricket chirp is heard. The penguins look down to see a cricket doing the chirp, then stops]
Cricket: Sorry. [goes to leave, but stops] Wait, wait! Uh, I live this way. [walks off]
Skipper: Go ahead, Dan. Continue.
Dave: (Wait, what?) You seriously don't remember me?
[Skipper's eyes shift from side to side]
Skipper: (Uh, I mean…) Dave! Dave! Right! Oh, yeah, long time. Uh, how's the wife? (Uh-oh.)
[Dave punches the wall above Skipper's head]
Dave: I've never been married! You may not remember me, but I could never forget you.
[Dave grabs a snow globe and shakes it]
Dave: Let's shake up some old memories. New York City. [A flashback shows the Central Park Zoo; voiceover] The Central Park Zoo. Life was good! Roomy tank, great location, monkey house views. And of course, my adoring legions of fans!
Girl: Cool!
Dave: [voiceover] Dave! The octopus of 1,000 tricks. [pulls his tentacle through his ear, bringing a ball]
Boy: Awesome!
Dave: [voiceover] I was the total package. [takes out a jar, and squeezes himself in it, then squirts ink, making him hover]
Man: [offscreen] Hey, kids! Get up here! You need to see this!
Woman: Come on, kids! Come on!
[Dave, who looks confused, comes out of the water and sees the baby penguins]
Dave: [voiceover] And then, you arrived.
Man: Oh, they're so adorable!
Baby Skipper: Just, uh, smile and wave, boys. Smile and wave.
Dave: [voiceover] And took everything from me.
Girl: They're so adorable!
Woman: Have you ever seen anything cute?
[Dave has been taken from his tank and put in a box in a truck]
Dave: [voiceover] 4 adorable baby penguins! With you around, no one wanted an old octopus anymore. "Out you go, Dave!" [The scene changes to the San Diego Zoo, with Dave in his tank next to a penguin exhibit] And so it went, over and over again. At zoo…
Girl: Dad, look!
Dave: …after aquarium.
Penguin Fan: I can't see the penguins, man!
[A zookeeper rolls Dave away]
Dave: [voiceover] Adorable penguins stole the show.
Penguin Fan: Whoo! Yeah!
[Dave is shipped to the Brazil Zoo, where people watch the penguins dance. Dave stares there, looking sad as an employee goes to the restroom and water is let out of his tank]
Dave: While I was shunned. Forgotten. Unwanted.
[In the present]
Dave: Alone.
Private: That sounds awful!
Dave: Oh, it was. I came to realize some creatures are born to get all the love. The rest of us get nothing! The only thing that has kept me going all these years is my burning thirst for revenge!
[Skipper and Kowalski stare confusedly]
Dave: And my precious souvenir snow globe collection.
[Rico swallows all the snow globes]
Dave: Ah! What is wrong with you?!
[Rico grunts "I don't know", then swallows the last one]
Skipper: Oh, Daryl, you can't blame us for what happened to you.
[Dave grabs a canister of green liquid]
Dave: Uh, can! That's how this whole revenge thing works. And with this, I've finally have the power to destroy you!
Private: Crikey!
[A group of octopuses surrounds the penguins]
Dave: Nicolas, cage them.

Skipper: So you squiggies wanna do the gondola mambo? Then let's dance.
[One of the henchmen squirts ink in Skipper's eyes, blinding him]
Skipper: Ah! Mother of pearl, that stings! I lost visuals! Kowalski, be my eyes!

[The penguins are cornered in an alley by Dave's henchmen]
Skipper: Alright, boys, battle stance.
Kowalski: [exhausted] We're in battle stance, sir.
[Rico takes the sock off Skipper's head]
Skipper: Oh, good. Now, we spring our trap.
[One of Dave's henchmen grabs the mandolin of the gondolier and smashes it, who runs away]
Kowalski: I'm not sure they're the ones that are trapped, sir.
Skipper: Kowalski, remember our little talk about true but unhelpful comments?
Kowalski: Yes, sir.
Skipper: Sometimes we just have to wing it.
[An owl swoops down, grabs one of the octopi, and throws him in a window. Kowalski stares amazed at her]
Kowalski: Wow!
[A seal pops out of a light bulb, throws a flash grenade at the other octopus, which explodes, pushes him backwards to the wall. The telephone booth changes shape, revealing a polar bear pulling out a taser, shocking the last octopus, who goes through the sewer grate]
Kowalski: Sorry for underestimating the plan, Skipper.
Skipper: It's okay, Kowalski. Just don't ever doubt me again. Now what the heck is going on?!
[As a white plane flies over the rooftops, a gray wolf drops down and lands in front of them]
Wolf: Remain calm, penguins. You are now under the protection of the North Wind. [shows a badge] You're welcome.
[The penguins have been rescued by the North Wind. They are on the plane, which flies off]
Polar Bear: Oh, my gosh. You guys are so cute! [grabs the penguins, and hugs them tightly] And cuddly!
Skipper: Hey, get away! [slaps the polar bear's lower jaw] No more hugs!
Polar Bear: It's like being licked by a basketful of doggy dogs.
Wolf: [sighs] Corporal. Corporal! Chart a course back to North Wind Headquarters.
[The polar bear, Corporal, puts the penguins down, then makes a heart sign with his paws before typing a computer. The wolf turns to the owl]
Wolf: Eva, inform them we’re bringing in witnesses.
Skipper: Private, dibble me.
[Private takes a dibble bag out of Rico's body, gives it to Skipper, then he jumps in front of the wolf]
Skipper: We're not going anywhere with you. [munches] We don't even know who the heck you are.
Wolf: The North Wind is an elite undercover inter-species… [Skipper munches on Cheezy Dibbles each time, interrupting him] The North Wind is an elite undercover inter-spec… An elite undercover inter-species… task… force. Dedicated to help… Helping… Dedicated to help… Dedicated to helping animals, who can't… help… themselves! [Skipper munches again for the last time] Like penguins.
Skipper: [crumbles up the bag, and tosses it] Really? And you are?
Wolf: My name is classified.
Skipper: Classified, eh? What is that, uh, Dutch? I can't really hear the accent.
"Classified": Excuse me?
Skipper: There's the accent.
Agent "Classified": (What?) No, my name isn't "Classified", my name is classified, because I am the leader of this strike team. The seal is Short Fuse, weapons and explosives. The bear is Corporal, he’s our muscle. And the owl is Eva, intelligence and analysis.
Skipper: Well, Agent Classified, we happen to be an elite unit too.
[Skipper accidentally steps on a button which starts an alarm]
Voice: Self-destruct sequence activated.
Skipper: You know, you should really label these things.
Voice: 3… 2… 1…
[The wolf, "Classified", pushes the button, turning the self-destruct off]
Skipper: The name's Skipper. I run this outfit. That there is Kowalski, he's the brains of our operation. Say something smart, Kowalski.
Kowalski: [staring awestruck at Eva] Uhhh...
[Eva looks back at Kowalski]
Skipper: See? He's working on a whole 'nother level.

Classified: Alright, tiny penguins. The best way for the North Wind to protect helpless animals like yourselves, is to bring Dr. Brine to justice. Now you were in his sub, so I need to know everything you know.
[The penguins are relaxing and enjoying the chairs and they raised them up high, giving a cheer]
Classified: [almost losing his patience] Just tell me everything you know.
Skipper: Alright. [lowers his chair, same with the other penguins] Numero uno, never trust a Dutchman in a tulip fight.
Classified: [takes notes] Tulip fight.
Skipper: Canada is secretly training an army of Sasquatch.
Classified: Sasquatch.
Skipper: Hot dogs are in fact only 17% actual dog.
Classified: 17%… Not everything everything! [shows Skipper a board of evidence of Dave, as Dr. Brine, with a picture of a sheep next to it] Just everything regarding your abduction by Dr. Octavius Brine.
Skipper: Ah. Why didn't you say so?
Classified: [confused] What?
Skipper: My team has uncovered that Dr. Octavius Brine is actually an individual known as Derek.
Kowalski: "Dave".
Skipper: As Dave, the octopus.
Short Fuse: An octopus? [laughs] No, no, Dr. Brine is not an octopus. He's…
Classified: [stands in front of the picture of the sheep] An octopus! [clears throat] Precisely! That's exactly what our intel indicated. [puts the picture in a trash bin, and whispers into his wristwatch] Release the sheep.
[At a barn, a sheep gets kicked out and eats grass. Back at North Wind headquarters]
Classified: What you, of course could not know, is that Dr. Brine's laboratory in Venice is secretly developing a doomsday weapon called the "Medusa Serum".
Skipper: Ah, but what you don't know is that Dirk…
Kowalski: "Dave".
Skipper: …Dave won't be using his Bazooka Serum…
Kowalski: "Medusa Serum".
Skipper: …Medusa Serum on anybody.
Kowalski: That part is accurate.
Skipper: Show him, Rico.
[Rico spits out the vial, containing the Medusa Serum]
Classified: You stole the Medusa Serum?
Skipper: Well, stole the Serum, saved the day, did your job for you. Call it what you will.
[On a wall monitor, Dave appears, his red eyes up-close]
Skipper: Debbie!
Kowalski: "Dave".
Skipper: Dave!
Corporal: He hacked into our system.
[Everyone is confused as they have no idea of what Dave is saying]
Eva: Where's the sound? I can't hear anything.
Kowalski: Dave. Your microphone, it's not on.
[Dave puts on glasses]
Classified: Click on the button with the picture of the microphone.
Short Fuse: Every time a villain calls in, this happens.
Dave: Hello? [accidentally presses something, causing his camera to turn off] Hello?
Kowalski: Look, now we can hear you, but every… We can't see you.
Dave: How do you…?
Short Fuse: So annoying! Every time!
Classified: It's like talking to my parents.
Dave: [turns his camera back on] How about now? (Is that better?)
[Everyone is in agreement]
Private: Hooray!
Classified: Yes! That's fantastic!
Corporal: Great!
Dave: Excellent! Now, where was I? (Oh, yeah.) [With his tentacle in a fist, he does an evil laugh]
Kowalski: Dave!
[Everyone glares at Dave]
Dave: Greetings, North Wind! I see you've met my old zoo-mates.
Skipper: We were never mates. There was no mating.
Classified: Turn yourself in, David. You're powerless now that I've stolen your precious Medusa Serum.
Skipper: What, you? You didn't steal that!
Classified: It's over.
Dave: It's over? Then why did I call you? Weird. Oh, maybe it was to show you this! [turns the camera to show them a giant vial containing the Serum as two octopuses behold it. Everyone gasps with shock]
Kowalski: That is a lot of serum for 4 penguins.
Dave: Oh, you thought this was just about you 4? No. No, no, no, no. We're just getting started. [takes a selfie] Now, if you'll excuse me, I have to go do some shopping. For revenge! [presses a button to turn off the screen, but nothing happens. He presses it again, but nothing still happens] Wait. How do you…? [The first octopus comes over to help] What do I push? [The octopus points at something as the other octopus joins in] Is it the red or…? I thought it was… [The second octopus does a facepalm] It's not this…
[The second octopus presses something, and the screen goes black. A picture of Dave's selfie comes out of the printer]

[The penguins are in a box on a plane to Madagascar]
Skipper: Ugh, where the heck are we?
Kowalski: Oxygen content is low. I suggest we limit our breathing.
[Then the sound of a fart broke the silence]
Skipper: Aw, Private!
[The penguins rip holes on the box to breathe for air]
Private: Sorry. I get gassy when I fly.
Skipper: Toot sweet! He does!
Kowalski: We must be on a plane!
[The penguins move the box to be free. They have darts on their necks and a dart on Private's butt]
Kowalski: What did the North Wind do to us?
Private: Look! They gave us badges!
[The Penguins take off the darts]
Skipper: Not badges, tranquilizer darts! Classified! That low-down dirty dog is trying to kick us off the mission!
Kowalski: He thinks we can't save the penguins because we're just "penguins".
Skipper: Well, penguins are our flesh and feather! They're us, and if anyone's gonna save us, it's us.
Kowalski: But, Skipper, we've gotta be 5 miles up. That pretty much limits our options.
Skipper: I make my own options.
[Skipper hits a button, and a hatch opens and boxes come flying out with the penguins]

Skipper: Follow me, boys! We're going in hot!
[Private flames up like a meteor]
Private: Hot, hot, hot, hot, hot, hot, hot, hot, hot, hot…!
Skipper: No one likes a show off, Private.
Kowalski: Aim for first class!

[Dave, as Dr. Brine, holds up a red card to the penguins who played soccer ball at a zoo in Brazil]
Dave: Elijah, would you please take them away?
[As an octopus grabs the penguins, Dave laughs as he and the octopus fly away in the helicopter. The North Wind's jet arrives]
Eva: Penguin footprints, still warm. We just missed Dave.
Classified: Blast it! (We're already too late.) He's gone.
Corporal: So many penguins!
[Corporal starts panicking and stress-eating]
Short Fuse: Boss, he's stress-eating again!
Classified: Corporal?
Eva: [to Corporal] There, there.
Short Fuse: [rubbing Corporal] Rub the angry out of the tummy.
Classified: Coporal? Fo... Focus. We are going to save those helpless penguins because we are the North Wind! And no one, no one, breaks the wind!
Corporal: [salutes] No one breaks the wind!
Classified: There's a good Corporal. [to Eva] How come there's beeping?
Eva: [looking at the beeping screen] Sir, those penguins, they never made it to Madagascar.
Classified: [shocked] What? Well, where the dickens are they?
[Elsewhere, the penguins pop out of the sewer. Rico spits out some sand]
Skipper: Kowalski, what are our coordinates?
Kowalski: According to my calculations, we're arrived in the center of Dublin, Ireland.
[The camera zooms out to reveal that the penguins actually arrived in Shanghai, China]
Skipper: Alright, soldiers, we gotta blend in. River dance.
[They start river dancing]
Skipper: No time to kiss the Blarney stone, boys. We need to find intel on Dave's location.

Skipper: Alright, you! Where's Dave? [repeatedly slaps a baby squid] Give us the goods.
Kowalski: Sir, that's a baby squid.
[The baby squid starts crying, then Skipper puts it down]
Skipper: Sorry, laddie. Stranded on the Emerald Isle without a single clue.

Skipper: Dave's snow globe collection.
Kowalski: It's every zoo and aquarium he got kicked out of!

Skipper: You're up, Private. [Private comes out behind a "Wet Floor" sign, dressed as a mermaid] You just mermaid my day.

Short Fuse: [The Penguins and the North Wind are arguing as to who should turned in Dr. Octavius Brine after having dropped a whale skeleton on him] We flattened him.
[They push Dr. Octavius Brine aside only to reveal an Open Sewer hatch leading to the pipes of the tanks, knowing that Dave is loose]
Kowalski: Drat, Dave is his.
[Having made it to the tank of Mermaid Penguins which Private had been placed into, Dave drains the tank sending all the Penguins in it including Private into his tentacles]
Skipper: Private! No!
Private: [As he gets pulled into the drain with the other penguins in the tank] Skipper, help!
[The Penguins and North Wind sulk in despair, as not only has Private been captured, but now Dave has captured all the Penguins from every zoo around the world]

Kowalski: Sir, Dave’s pulling ahead. We are too heavy.
Skipper: [groans] Curse our heavily Cheese dibbled diet!

[when Rico is throwing away every loose item out of the North Wind’s plane]
Kowalski: That's everything, sir.
Skipper: Have you purged the chemical toilet?
Kowalski: But Rico was in there for 15 minutes!
Skipper: JUST DO IT!
[Classified says "NO!" repeatedly in horror as some disgusting blue liquid falls on his face]

Skipper: [after finding out that Classified put homing devices on them] You low-down, dirty, mangy, FILTHY, flea-bitten, bum-sniffing, TOILET DRINKER! [slight pause] But... good.
Classified: You see? I told you. You should've left this to the professionals.

Dave: [inside his lair after he's captured the last of the penguins from zoos around the world] Ahoy there, penguins! I bet you're dying to know why I brought you all here!
Mermaid Penguin: He's gonna kill us all!
Dave: What? No. My Medusa Serum doesn't kill anyone. Where's the fun in that?
Private: [in woman's voice] So, what does it do?
Dave: Something much, much worse.
Private: [in woman's voice] Right! But like what especially?
Dave: [to himself] Well, that's exactly what I came up here to show you. All I need is a test subject.[pulls out a random cricket] Hello little buggy-boo!
Cricket: Is this about the chirping? Cause I could... Whoa! Whoa! [Dave throws the group and hands it over to one of his henchman]
Dave: Behold! as I unleash the full power of the Medusa Serum! [to his other henchman] Fire! [fires the ray containing the Medusa Serum at the cricket, mutating it into a larger state that even replaces his once cute looking face into one monstrous. All the penguins gasp] Yes! It works! I made a monster! I made a monster! And all you adorable penguins are next!
Private: [normal voice] Crikey!
[Private covers his mouth]
Dave: Who said that? [grabs each Mermaid Penguin] No. No. No. [grabs Private and removes his disguise] Yes! Gentleman, you remember Private.
[Two octopuses and the mutated cricket wave "hello" to Private]
Private: You'll never get away with this Dave! My brothers are coming, and they're gonna get you, and together we'll take a wrecking ball to your whole rotten operation.
Dave: Call off the hunt everyone. Turns out the elite unit will be coming to us. Boop.

Classified: [to Short Fuse] Short Fuse, you were supposed to handcuff them to the raft!
Skipper: Don't you hologram me! [turns off the hologram]
Short Fuse: I tried, but they don't have hands. They just have flippers, boss, and-and I have flippers, so it's flipping useless!
Skipper: All right, pooch. If you won't work with us, you better work for us. Our plan requires a diversion.
Classified: I give the orders around here and as much as it pains me to say this, I need you to act as the die-version for our operation, understood?
Skipper: No. This is our plan and it requires you to cause a deh-version!
Classified: Die-version.
Skipper: Deh-version.
Classified: Die!
Skipper: Deh!
[Skipper and Classified continue arguing pronouncing diversion; Eva lands in front of them]
Eva: Gentlemen, there's only one way to resolve this.
Kowalski: We should kiss.
Eva: Plan-off.
Kowalski: Yep. Plan-off. That's what I was gonna say. Plan-off...

[The penguins are dressed as German folk musicians]
Skipper: We take this shame to our graves.
Kowalski: Agreed.
[They start slap dancing]

[The North Wind have entered Dave’s sub ready to capture him while the Penguins distract his henchmen]
Classified: Alright, Dave, put up your tentacles. [Dave turns around in his chair to face them and raises 7 tentacles] All of them.
[Dave lifts his last tentacle to drink from a juice box. Several octopuses jump onto the North Wind and capture them]

[as Dave prepares to use his ray on Private]
Dave: Who's ready to move into live penguin testing?
Skipper: You point that death ray away from Private right now!
Private: It's not a death ray, Skipper! He's gonna turn us into monsters!
Dave: Yepper-doo! "And what comes next, Dave?" Invasion! Ahhh! Horrible mutant penguins released on the streets of New York City!
Kowalski: You're the monster!
Dave: [angrily] Yes! I'm the monster. Everyone made that clear to me every day of my entire life. But now, let's see how much everyone loves you when you’re the monster!
Private: Skipper!
Skipper: You can't take away Private's cuteness!
Kowalski: He's the cute one! [Rico grunts in agreement] That's his thing!
Private: What?
Skipper: It's all the little guy's got! [Private rolls his eyes]
Dave: Hmm, you are super cute. We'd better crank this up. Drew, Barry, more power. Ready.
Kowalski: Negotiation have broken down.
Skipper: Rico, the paper clip! But us out of here! We need that paperclip.

[after everyone thought Private was killed]
Skipper: Private.
Kowalski: Oh, no.
Dave: I disintegrated him. That wasn't supposed to happen.
Kowalski: You maniac! You blew him up! [Rico whimpers]
Skipper: No...
Dave: Oh, well. This is why we test things, people. I'll have to lower the power for the others. Full speed ahead, gentlemen. The monsters are due in Manhattan.

[Private has saved the North Wind from Dave’s henchmen sending them to their doom]
Classified: Oh no, we’re dead! Dead! DEAD!
Private: I pushed a button!
Corporal: Supper. Well, done, Private!
Eva: Good work, malinka.
Classified: Yes. Yes. Excellent button-pushing. Good job.

Private: Skipper, Skipper! Skipper, Rico, Kowalski! I'm up here, Up here!
Skipper: It's like I can still hear his little voice, calling to us.
Private: You have to get out of there! Move!
Skipper: "You have a great otter there. Moo."
Kowalski: Why would he moo?
Skipper: What are asking me for? I'm not Private's little ghost.
[They turn around, only to notice the Medusa Ray in front of them, ready to fire.]
Rico: Uh-oh!
[One of Dave's henchmen fires the Medusa Ray at Skipper, Kowalski, Rico, and all the penguins, as Private watches in horror]
Private: No!

New York Reporter: [in the harbors of New York City along with a crowd] Breaking news, the penguins have been found! OK, according to my notes, genetic researcher, Dr. Octavius Brine, has found the penguins and is bringing them here to New York's Battery Park. The penguins are coming back! Oh my gosh, look!
Dave: [rising from his sub out of the water] Penguin lovers of the world! Guess who I found. It wasn't easy, but seeing these penguins get what they derserve will make it worthwhile.
New York Reporter: What a weird thing to say. I'm so excited!
Dave: Yay! Your newly improved penguins!
[The doors to the sub open letting out green smoke, showing the captured penguins including Skipper, Kowalski and Rico having successfully been mutated by the Medusa Serum, now not so cute looking with scary appearances. The humans gasp in horror]
Dave: Oh, the people love you. Just go give them a hug.

Private: Come on, then. You wanna go? You want some argy-bargy?
[He charges at the octopuses while emitting a battle cry]

[The penguins are performing an Avengers-style pose]
Kowalski: Sir, how long do we stand here like this?
Skipper: Until we've reached maximum coolness. [smiles confidently after two seconds] There it is. Now all we need is a plan.
Private: I’ve got one.
Skipper: [confused] Eh? Uh, huh?

Skipper: You stole Dave's ray?
Private: Yes, well I figured if we could reverse the ray, we can turn everyone back to normal!
Skipper: Reverse the ray?
Kowalski: That’s brilliant, but... it's impossible! In order to reverse the ray, we would need to replace the Medusa Serum with a power source of almost immeasurable cuteness!
Skipper: Immeasurable cuteness? Where the heck are we supposed to get that? Wait, Private, no. We don’t know what I’ll do to you.

[After the ray Private stole accidentally turned a random penguin back to normal]
Kowalski: The ray! It works! It WORKS!
Skipper: Private, are you OK?
Private: Yes!
[Skipper, Rico and Kowalski gasp in surprise and notice that Private has sprouted a hand out of his buttocks]
Kowalski: Whoa-oh! Butt-hand! There’s a hand attached to his butt. That was not... that was not there before.
Skipper: Get out of there. That’s an order!
Private: [salutes] Permission to defy order.
Skipper: Permission denied!
Private: Then I deny your denial.
Skipper: It’s too risky, Private. It already made you sprout a butt-hand!
Private: I know it has to be me this time. [places his butt-hand on the glass] And I think you know it, too. [Concerned about Private’s sacrifice, Skipper places his flipper on the same place where Private placed his butt-hand. They exchange smiles before Private reattaches himself to the ray using his butt-hand.] I'm the secret weapon!

[Dave holds a microphone during his revenge spree]
Dave: I'M HAPPYYYYY… and yet…
[Dave realizes that his revenge has been succeeded]
Dave: Now...that I finally have my revenge, I feel...empty. As if, what I needed all along was... MORE REVENGE! In fact, Robin, write this down.
[One of his minions writes]
Dave: Tomorrow, we move on: Kittens, then Puppies, Bunnies, Pandas...
[Dave gasps as he sees the penguins using his ray]
Dave: Charlize, they're on the ray!
[Dave runs off, ripping off his human disguise back to his octopus appearance]
Dave: Helen, hunt them down! William, hurt them! Halle, bury them! Hugh, Jack, man the battle stations! Kevin, bake on! We're still gonna need that victory cake!

Skipper: Dead batteries?!
Kowalski: [gasps] Game over, Skipper!
Private: No! [notices a nearby grocery store] Rico, batteries! Skipper, Kowalski, hold off those octopi! We’re doing this NOW!
Skipper: You heard Private! Deploy!
[They runs and ready to face the army of octopis]

Skipper: Rico, dibble me!

Private: [after the sides effects from the ray, he's tinted pink and grown antlers] So, how do I look?
Kowalski: You’re hideously disfigured and will probably be hunted for sport.
Private: [concerned] Wh-Wha...?
[Skipper elbows Kowalski]
Kowalski: What?
Skipper: If there's anything we've learned from this delightful adventure, Kowalski, it's that looks don’t matter. It’s what you do that counts. And look at what you did.
[The penguins from different countries look at the penguins, baby penguins pop out from behind parent penguins]
Skipper: Yes, sir. You are the most meaningful and valued member of this team.
[As Skipper salutes Private, he salutes back. Kowalski and Rico salute as well. Skipper does his brother's salute by crossing his eyes and sticking out his tongue. Private did the same and laughs. All the penguins and the North Wind cheer for Private. The victory celebration was cut when everyone heard a thump. Classified turns around and looks at the city. Corporal and Short Fuse gasp. Eva looks up. The cricket gasps. The penguin couple trembled. They see a tentacle appear and Dave appears with his face in a cute way]
Skipper: Ramirez!
Kowalski: "Dave".
Skipper: Dave!
[Dave laughs evilly and lures over to them, until he bumps into something invisible. The camera zooms out to reveal that Dave is made cute by the ray, shrunk, and trapped in a snow globe.]
Dave: What?! Are you kidding me?!
[The snow globe holding Dave falls out from the tape and Skipper catches it]
Skipper: Dave. Oh-ho-ho, look at you.
Dave: You think this is over? I'm just getting started!
Kowalski: What do we do with him now?
[Rico attempts to swallow the snow globe trapping Dave, but Skipper pulls it away. They see a girl looking at it]
Girl: Awww...
Dave: [last words] Open this right now!
Skipper: Here you go, kid.
[Skipper tosses the snow globe to the girl]
Girl: [gasps] Cool.
[The girl puts her finger on the snow globe. Touched, Dave puts his tentacle on the snow globe where the girl's finger is]
Skipper: I hope you find happiness, Dave.
Girl: [shakes the snow globe hard] It's snowing, it's snowing, it's snowing, it's snowing!
[The girl runs off shaking the snow globe with Dave moaning, much to the surprise of the penguins and the North Wind. After Dave's defeat]
Classified: [clear his throat] Right now, this is difficult for me to say, but...
Skipper: Is it "osteoporosis"? You just gotta lean into the vowels. Ahhh-stee-ohhhh-pahhh...
Classified: No, no, I want to say... You 4 are the bravest agents I’ve ever known. The point is... I was wrong about you, and I hope there’s some way I can make it right.
Kowalski: [to Classified] Give us jetpacks.
Eva: [at the same time; to Kowalski] We could kiss.
Kowalski: [notices Eva] Whoa! Uh... [clears his throat] Did you just say...?
[Eva dips Kowalski, kissing him, while using her other wing to block the camera, much to the disgust of his comrades. As soon as Eva lowers her wings, Kowalski has lipstick marks all over his face]
Kowalski: Well, that feels right!
Private: I think I'd actually prefer a jetpack, please.
Skipper: I think we should go with Private's idea.

[After the Penguins turned Private back to normal with the help of King Julien and Mort]
King Julien: You know, if I'm being honest, I expected a little more... pizzazz! [as a side effect from using the ray, Mort ends up eating King Julien] Yes! Now, that's pizzazz!
[Mort giggles]


  • The movie event that will blow their cover
  • All bark, no flight (Skipper and Classified tagline)
  • Hot wings (Kowalski and Eva tagline)
  • Loose cannons (Rico and Short Fuse tagline)
  • Dangerously cute (Private and Corporal tagline)



Main voices


Additional voices

  • Sean Charmatz — Cricket
  • Werner Herzog — Himself
  • Stephen Kearin — Pilot, Aquarium Employee
  • Kelly Cooney — Mermaid Penguin
  • Susan Fitzer
    Chris Sanders
    Conrad Vernon
    Emily Nordwind
    Mike Mitchell
    Hope Levy
    Walt Dohrn
    — Antarctic Penguins
  • James Pirri — Gondolier
  • Elizabeth Pan — Shanghai TV Reporter
  • Jeff Fischer — Security System Voice
  • Steve Apostolina — Penguin Prisoner
  • Al Rodrigo — Penguin Fan
  • Steve Alterman — Aquarium Announcer
  • Carter Hastings — Boy at Aquarium
  • Hope Levy — Woman at Aquarium
  • Ava Acres — Girl at Zoo
  • Cullen McCarthy — Boy at Zoo
  • Nicholas Guest — Flight Attendant
  • Adriano Aragon — Angry Man
  • Lynnanne Zager — Computer Voice
  • Billy Eichner — New York Reporter
  • Angie Wu — Girl with Snow Globe

See also

Wikipedia has an article about: