After a painful afternoon of missions, the other penguins agree to take Private to see Lunacorns on Ice to cheer him up. When he then goes back to his habitat to sleep, he begins to execute martial arts moves against unsuspecting zoo animals while in a sleepwalk-like state. Skipper also agrees to let Private bring his fellow Lunacorn fans along, agreeing before learning that the fellow fans are Roy and Bing. McSlade's toupee then blows off without his knowledge and Alice begins repetitively trying to inform him of such discretely and indirectly. Julien suddenly makes friends with Fred, the mindless squirrel.
Blowhole, whom the penguins must stop from regaining his old memory and resuming his evil plans. As he is about to eat one he feels a rush of guilt for letting down his friends and goes after them. When the penguins happen upon Max, he helps them with dog-locating techniques and later distracts Elmer while the penguins rescue Mort from a dumpster and again so they can manage an escape. He tried to eat the baby fossa, but in the park, Julien stated if he was to eat it, he would have to eat him first. The gophers and other penguins then arrive at the country club, where the gophers trap the penguins and run off with the putter. However, being apart from her other side renders Marlene excessively afraid, and when she and the penguins leave the concert soon after arrival, they discover that the other half of Marlene had escaped from the Personadisentanglizer after taking physical form and is now terrorizing the city.
They tried Kowalski's mind-switcher with Mort and Private, but ended up with Maurice with Julien's mind and Julien with Maurice's mind but the drainer had been placed on Julien's rump, so his mouth was on his butt. After Shelly the ostrich gets her head stuck in drying cement, Rico frees her by breaking the cement apart with dynamite. Throughout Private's adventure, the other penguins repeatedly fail to gain access to see the King Crush monster truck, and accidentally blow it up in the process. The facility locks down and lasers begin firing at the intruders until Maurice uses a remote-controlled tank to destroy them. But this year it might be the adorable Mort, and when he goes missing, Private is torn between his desire to be the zoo cover model and his good heart.
Julien then spills Inflatium on himself, and Skipper rides him through the street. They work together to escape from X's truck and X crashes into a police car and gets in trouble with the law once more. The gophers and other penguins then arrive at the country club, where the gophers trap the penguins and run off with the putter. And they did make it to the film's final show of the opening day, along with all their friends even the lemurs. Just then Rico is looking and sounding sick. Impressed by his passion, Skipper lets Private lead the operation. Can Skipper fix this teenage love entanglement before the whole zoo collapses into a sink hole? When the mission runs afoul, however, Skipper suddenly appears to save them inside the penguins' rocket, only for them all to soon be shot into the bubble when Julien, who is there alongside Maurice and Mort, presses a button.
Shelly then procures her own doll partner from a toy store, which Rico sees as crazy. When a stray dog in the park mistakes the lemurs for cats and chases after them, Julien throws Mort at him so he and Maurice can escape. Next they go to Marlene about true beauty and Marlene tells Private the the quantum-hyercute is inside him. While he waits for his habitat to air out after the penguins accidentally bomb it with stinking fish, Leonard watches an all-night ninja movie marathon with the penguins. But rather than having blown apart, a normal-size Skipper emerges from within his burst outer body. No sooner has Kowalski got his flippers on one, than all three are captured by Officer X, now working as a fishmonger.
Private's quantum-hypercute would not work, but they did scare off the zoo visitors with it, and they managed to seize the card that deactivated the shield. On ice, Roy and Bing unintentionally get in the way of the Lunacorn actors while interacting with their heroes, which entertains the audience but irritates the director until Skipper and Rico are able to contain the chaos. When the night of the raid arrives, Julien and Mort sneak along and Julien, in effort to show Maurice how dangerous penguin missions can be, triggers the lab's alarm by placing his rear on the thumbprint scanner. The baboon ladies take Maurice in because they mistakenly think he's a male baboon. Everyone is enchanted by the little tyke except King Julien, who sees him as a lemur-devouring predator, and he has the toothmarks on his butt to prove it! When Julien learns from them that Private is not allowing them to have fun, he organizes a pool party for them, which several zoo animals attend. Later, Kowalski found that the baby fossa was on a worldwide zoo tour before returning to Madagascar. Kowalski, Rico, and Private then set off in a race against each other to the fish market and then scramble to be the first to snag a kipper once there.
After jumping off, he is soon picked off the street by a woman named Gladys, who thinks he is a cat and brings him to her home. Though she shows no interest in him, Julien repetitively seeks Zoe's affection, which only serves to annoy her to the point of rigging a scratching post to eject Julien out the window. The plan succeeds for the first round of competition, but after Clemson discovers what the penguins had done, he makes it so that subsequent rounds are disadvantageous to the other penguins when they switch minds with Julien. But that was not their problem, as Private was molting. All are then saved after the lemurs eat furros and their burp gasses are collected to be used as a fuel source, with the ignited rocket also causing the bubble to explode in the process. Skipper is victorious, but when Julien starts throwing fruit, Rico crashes into Fred, the mindless squirrel, who subsequently wins an acorn jackpot. Private's quantum-hypercute would not work, but they did scare off the zoo visitors with it, and they managed to seize the card that deactivated the shield.
They have a party that evening, but oblivious to them, The Red Squirrel is plundering again, and when Fred wins a acorn lottery, Red captures Julien and Fred to make them confess about the whereabouts of all those acorns. Accidentally bounced out of the zoo from his bounce house, Julien is carried away by a bus he lands on top of. She winds up accidentally ejecting herself while demonstrating scratching post use to Julien, but is casually rescued as the penguins, Maurice, and Mort arrive. She immediately becomes smitten with him and, after Marlene advises her, seeks to win his affection by building a chewing gum sculpture of him and singing him a song. The baboons begin to pamper him, which makes Julien jealous.
Later, after Skipper finds Arlene in Marlene's habitat with the latter unaccounted for, he suddenly suspects Arlene to have done something horrible with Marlene. I think of it as taking place in a parallel universe. McSlade's toupee then blows off without his knowledge and Alice begins repetitively trying to inform him of such discreetly and indirectly. It guest stars as Parker and as Doris. They do get in, and defeat Red with Fred's mindlessness.
But when the other three set out when Hans makes another attempt on the weapons lab, they are soon captured and Skipper has no choice but to go after them in his inflated state. Though she shows no interest in him, Julien repetitively seeks Zoe's affection, which only serves to annoy her to the point of rigging a scratching post to eject Julien out the window. So to help Julien win, Kowalski uses his mind-switching machine to switch Julien's and Rico's minds to allow Rico to compete for the lemur. So to help Julien win, Kowalski uses his mind-switching machine to switch Julien's and Rico's minds to allow Rico to compete for the lemur. All are then saved after the lemurs eat furros and their burp gasses are collected to be used as a fuel source, with the ignited rocket also causing the bubble to explode in the process. After accidentally showing footage of Private doing an impression of Skipper and Rico drinking spoiled milk, they. When Julien arrives and inadvertently pins down Hans, however, Hans gloats that Skipper was not the one to defeat him, which angers Skipper to the point of finally popping.