Maurice is having trouble with his annoying king, and goes missing after fighting over a camera with Julien. Maurice disappears, but since his picture is showing on the camera, Julien thinks he's stuck in the camera, which he believes is a magic gift from the "Sky Spirits", but the penguins think otherwise. The penguins find him in a junkyard and bring him home to Julien's kingdom where he decides to accept Julien over those "crazy penguins".

Note: This episode was also released on DVD on February 6, 2009 as part of the Double DVD Pack of Madagascar: Escape 2 Africa.

The penguins build a rocket to go to the moon after being annoyed by King Julien and the other lemurs too much. However, thanks to a miscalculation made by Kowalski (who later says he "Forgot to carry the two"), they end up on top of a building with a cat named Max trying to catch birds for food. Meanwhile, Julien and the other lemurs deal with the booby traps in the penguin's habitat while trying to "borrow" their TV. When the penguins return and discover this occurring, Rico coughs up a hammer for Skipper, who declares "Operation: Hammerhead" in retaliation.

Note: This is the first appearance of Max, the stray cat that Skipper names "Moon Cat".

When Marlene screams in the night, the Penguins decide to investigate the noise. After Julien "scares" away the "ghost", it returns. The Penguins realize the "ghost" is an alligator named Roger screaming because of his fear of Marlene's snoring.

Special guest star: Richard Kind as Roger the alligator

Julien starts to mock Skipper when Skipper won't allow him to play "Capture the Flag". Skipper eventually agrees to play against Julien, who wins, taking the penguins' TV as a prize. In successive rematches, Julien continues winning until he has all of the penguins' possessions. After finally realizing that the lemurs travel by the tree-tops, rather than by land, Skipper challenges the lemurs to one more rematch, for all or nothing. The penguins win by flying (using jet packs) and take all of the lemurs' possessions, including Julien's bouncing castle, Julien's crown, all of the penguins' possessions that the lemurs had taken in the previous matches, and Mort.

After Mort accidentally destroys Julien's floating chair because of his obsession with Julien's feet, the king proclaims that anyone who touches his feet will be banished from his "kingdom" forever. Mort finds himself waking up, touching the feet (twice, but screams and wakes up Julien on the second time) and is banished. Marlene brings Mort to the penguins to help Mort overcome his crazed obsession over King Julien's feet, making him "100% lemur foot-phobic" but, when Julien floats away in his chair, Mort has to save him by grabbing his feet. In return for this, Julien withdraws his decree and allows Mort to hug his feet only one time.

The penguins don't like the new webcams that have been installed around the zoo and rebel, but Julien plays to the cameras, because he wants to be voted most popular animal. When Private accidentally slips and falls into the fish bowl he becomes incredibly popular and is taken away to entertain his fans on stage. Julien's attempts to become more popular result in Mort being flipped onto Private's stage, destroying it. All of the cameras are knocked down, with one ending up pointing into the zoo kitchen, where Alice is dancing while using a banana as a microphone. Private is rescued but the ultimate winner is Alice, who is voted most popular because of her kitchen antics.

While trying to prove he can have fun on "Fun Day", Skipper causes Julien's crown to fall into the sewer, making Julien scream for hours. After a visit from an angry Maurice, the penguins set out to retrieve the crown. Meanwhile, Marlene tries to keep Julien calm, while he mourns for his cherished, missing crown. When the penguins find the crown, Skipper has to fight a giant rat for its return. When the crown is returned to Julien, he finds a smudge on it and calls for his spare crown. Furious, Marlene makes Rico regurgitate a crowbar so that she can beat up Julien.

The animals are successful at getting their favorite snack of popcorn from zoo visitors until Alice catches a boy tossing a piece of popcorn to Marlene. Alice then yells at the boy and slaps signs reading "Do not feed the animals" around the zoo, preventing the animals from obtaining the treat. The animals assemble to determine how to get popcorn on their own, but the penguins and lemurs don’t want to work together. The penguins then raid the zoo storage facility, the lemurs following behind, resulting in two bags of popcorn being taken between them. But when they get back to the zoovenir shop, they realize that they have unpopped popcorn, and Julien believes that the "popcorn eggs" need to be hatched under their warm bottoms. When Alice finds a trail of popcorn leading to the penguin habitat, Private helps Skipper hide the bag in the incinerator, and it soon pops, filling up and then bursting from the penguin habitat. Skipper and Private land in Marlene's habitat and Marlene congratulates them on their job "sort of" well done. Julien thinks the salty snack gods gifted him with it as a reward for helping to "hatch" the "eggs". At the end, lying on a popcorn pile with the other penguins, Skipper declares that he is "pretty darn sick of popcorn."

Skipper runs from the zoo veterinarian in order to avoid getting a shot. The penguins try to force him to do it, but Skipper seems to escape and avoid all they throw at him. Private rips off Skipper's hospital ankle bracelet by accident. When the penguins give in, Private has an idea. Private says that he could pretend to be Skipper and get it all over with, and he wants to take the risk of getting another shot. Private waddles over to Alice, who is searching for Skipper, with Skipper's hospital ankle bracelet on, and she takes him to the veterinarian. When the chimps inform Skipper a second shot could make Private become sick, or worse, he goes back to the veterinarian's office, and tells Private that he'll take the shot. He is given the shot and screams in pain but is proud about it afterwards. At the end, Alice tells the penguins they have an appointment with the dentist, and shows Kowalski has an extreme fear of the dentist. Private states, "But we don't have teeth."

Absent: The chimpanzees, Marlene the otter, Mort and Maurice

Mason and Phil are fed up with the lemurs annoying them. They find out a total eclipse is coming and tricked Julien by telling him the "sky spirits" are angry at him just as the moon covers the sun. Julien promises to be nice to everyone just as the total eclipse ends. The penguins are then annoyed with Julien being nice. They then figure out Mason and Phil tricked Julien. Skipper distracts Julien while Kowalski, Rico and Private make a laser that shoots lightning pointed to the sky and hooked to the bell on top of the entrance building. They make the time on the clock move faster making the bell ring and shooting lightning in the sky. The lightning strikes Skipper who survived it (but it was aimed to shoot Julien so he would be his normal self) and Julien decides to be himself anyway. The episode ends with Julien, Maurice and Mort annoying the chimps once again.

Marlene is getting a new roommate. Before her roommate arrives, she dances with Skipper with excitement, but Skipper is paranoid that Marlene's roommate may be a spy, possibly with the intent of stealing Kowalski's newest invention, a device whose function is not yet known. The penguins point out to Marlene that the new arrival weighs at least 1,500 pounds, enormously heavier than she is, and suggest that multitudes of otters might be on the way. The new roommate turns out to be a walrus named Rhonda, who is sloppy, has bad manners, bullies Marlene and uses her as a live tissue. She also farts in the water constantly as well as in Marlene's home. After faking her approval to the penguins several times, Marlene finally asks them to ship her somewhere else. But when she learns that a labeling error resulted in Rhonda being headed for a polar bear reserve in Alaska, her guilty conscience causes her to save the annoying roommate. Marlene ends up using Kowalski's invention, which turns out to be a plasma cutter, to free the crate at the dock where Rhonda is being shipped out. Once the crate gets back to the zoo, Marlene and the penguins arrange for Rhonda to be transferred to the Hoboken Aquarium. Rhonda ends up being a spy after all, and she steals Kowalski’s plasma cutter and discusses it with Dr. Blowhole, Skipper's unseen dolphin arch-enemy, en route to a new aquarium.

The zoo animals order Chinese food. All of the penguins read their fortune cookies and are happy with the results. However, Rico's fortune reads "You will soon meet a foul end". While Rico and the penguins do not believe in curses, Julien tries to make them believe by tricking Rico into believing that he is cursed to the point where Rico hides in a pillow fortress. Skipper then confronts Julien and they agree to make Rico think that he is not cursed by going through with an ancient lemur ceremony. After a duck lands on Rico at the end of the ritual, Private reveals the meaning of the fortune: the duck's bottom is a fowl end.

Roger the alligator (whom the penguins had previously met in the episode "Haunted Habitat") comes up to the penguins’ HQ when The Rat King and his minions invade Roger’s home and throw him out. Roger tells the penguins that he had tried being nice to the rats, including making muffins for them, but his efforts were not successful and that he is not comfortable with being aggressive to get his home back. Soon after Roger tries again to be nice to the rats and again gets beaten up by them, the penguins decide to help Roger confront the rats. When training Roger fails to be a viable option, Kowalski rigs up a contraption with a blender to switch Roger and Rico’s brains (not a physical transfer, but one done through the aid of the contraption) so that Rico, inside Roger’s body, could take care of the rats. Unfortunately, after defeating the rats, "Rico" begins to go on a rampage, tearing apart the zoo and the vicinity thereof. (Kowalski attributes this to the differential between an alligator’s cold blood and a penguin’s warm blood.) The penguins and "Roger" then try to stop "Rico," who is eventually brought down when "Roger" sings, in a Jack Haley-style singing voice. At the end of the episode, once Roger and Rico had assumed their proper bodies again, Roger conducts the penguins in singing a lullaby.

While alone on aerial recon duty one night, Private sees a flying orca. He alerts all of the zoo animals to the presence of the predator, which Julien dubs a "skorca", a contraction of "sky orca". While the penguins set off to track down the skorca, Julien engages the services of Joey the kangaroo to eliminate the threat. After discovering that Private consumed an entire box of "Winkys" during his patrol the penguins believe the skorca sighting was a hallucination resulting from a sugar high. They change their minds when they see the skorca, which is actually just a large parade balloon. During a fight with Joey for the privilege of destroying the skorca, when Private popped the balloon it flew away and took Private with it. Believing he is dead, the penguins held a memorial service for Private but he returns during the service with part of the skorca and is treated as a hero.

After cleaning their habitat in record time, the penguins head out to obtain snow cones as a reward. They invite Marlene who initially accepts but panics after finding out that the snow cone stand is outside the zoo, as she was born in captivity. However, when Skipper reassures her that she’ll be safe with the penguins being with her the whole time, Marlene agrees to go. Julien decides to join the group without an invitation. Once outside the zoo, Marlene is overwhelmed by the outside world and goes crazy. She kidnaps Julien and becomes amorous with him. The penguins eventually rescue Julien and trap Marlene in a cage before getting their snow cones and returning to the zoo where Marlene returns to normal.

Absent: The chimpanzees, Mort, Maurice, Alice

The penguins try to hide their cat friend, Max (who had appeared in the "Launchtime" episode), from an animal control officer, Officer X. After running away from the animal control officer, Max asks the penguins to help him hide. The penguins hide him in Julien's bounce house, but he is found shortly after. Then they used Max's scent in Joey's habitat so he could take out X, but X took Joey out. When the penguins run out of ideas, Phil and Mason suggest that Max pretend to be a red Rhodesian slasher, an "ultra-rare, incredibly vicious wildcat," which is coming to the zoo. They agree, and paint Max red. When Officer X comes, he thinks Max is the red Rhodesian slasher. But after celebrating, Max accidentally rubs some of the paint off, which Officer X sees. He is saved from capture by Alice, who instead puts him in a cage with a female red Rhodesian slasher, hoping that the two will mate. After getting beaten up by the female, Max begs the penguins to help him, so the penguins create a diversion for Officer X by using Mort to resemble a rabid Chihuahua. But when Max gets out of the cage, X goes after him. However, when he catches the cat, it turns out to be the female slasher instead, which Rico had painted to resemble Max. After the female slasher beats up X, Mort then sets off all of the traps outside of the zoo so Max can escape.

Special guest stars: Wayne Knight as Max the Cat and Cedric Yarbrough as Officer X

At closing time, the penguins hear a little girl crying that she has lost her doll, Private goofingly thinking Skipper was crying. Skipper quickly informs Private that is not him. The penguins try to throw it to her, but this backfires when the doll hits the girl and bounces into the sewer, making the girl cry. After Alice is asked to retrieve the doll, she finds the job incredibly annoying, and does nothing except file the missing toy report after the girl and her mother leave Alice’s office. The penguins then decide to take up the mission themselves, with the idea of using Rico's doll as look-alike, which makes Rico upset. After delivering Rico's disguised doll to the girl's home, security cameras spot the penguins and animal control is called. After the penguins fall into a trap, Officer X (whom the penguins met in "Cat's Cradle") tries to take them with him, but after using Rico to regurgitate dynamite, the penguins escape to the sewer. However, Officer X's high-tech van has laser-drilling capabilities, allowing him to break into the sewer. Kowalski soon falls in love with the van, and is saddened when Skipper states that they have to destroy it. After X gains the upper hand and lassos them, the penguins try to cause a sewage pipe to spray sewage on X. While the pipe is initially clogged with the doll that the girl had originally lost, sewage soon comes out and gets all over X. Skipper then gives the doll to Rico. After returning home with Rico wooing the doll, the penguins watch a news report showing X being arrested on TV for a "vandalism spree over several city blocks."

At night, King Julien is preparing to turn on his boom box and asks Maurice to turn it on, but it shown to eventually be stolen. More items around the zoo get stolen, including Joey's shrub and Bada and Bing's tire swing. The animals meet up at the shop and gather up all of their complaints, including a rhino, Mason and Phil, and Marlene. King Julien questions if they are going to finish the thief, but Skipper tells him that instead they will do recon, but Rico dashes in and tells Skipper that their TV is stolen. They then head out and the thief is revealed to be a raccoon with a green hat, looking like Robin Hood, and goes by The Archer. He spots a noodle box, but Skipper surprises and kicks The Archer. The Archer fires an arrow and escapes, which causes the penguins to go on a wild chase around the zoo. After dashing across all the habitats, Skipper catches up with The Archer and they engage into a sword fight with plastic knives. The Archer trips Skipper and holds him at knifepoint, but Skipper is eventually the victor. They take The Archer back to their base and confront him, but The Archer explains that he is actually a giver. They give him all the items around the zoo. The next morning, Private decides to give The Archer a gift, his favorite butterscotch lollipop. They head out and meet up with a clueless squirrel, and after a conversation, they figure out that The Archer is actually a con man and his name is actually Archie. They chase him down again, but Private throws his lollipop and trips The Archer, and after a close stand-off, Rico tortures him with a strange attack. They then force The Archer to be a true hero.

The episode starts with Alice bringing in a new addition to the zoo. The new animal turns out to be a frog, named Barry. At first, all the others think he is cute when he says he gets what he wants. When he just lays a finger on Rico's foot, he is automatically poisoned and stunned, and the penguins find out that he is a poison dart frog. The penguins try to get rid of Barry, but Kowalski and Skipper soon get poisoned too. Private has an idea: He creates a robot suit, and tells Barry that he could touch him, but Barry cannot touch Private. Private scares him, but they soon end up hugging. Skipper, Kowalski, and Rico wake up recovered from the poison and find the frog in the penguin's HQ playing Checkers with Private (who is still in the robot suit). Skipper then sends himself, Rico and Kowalski back to bed believing that they are having hallucinations.

After waiting alone for visitors to come to the zoo, Skipper finds the other penguins watching the "Dumb Animal Channel" Rico discovered on TV. Skipper takes a peak at it, and he soon gets addicted, too. Marlene appears and tells the penguins that the zoo is closing forever. The five animals investigate and find plans to what is happening. They tell all the zoo animals that if there are no more guests, they will be shipped out all over the world. Mason pulls out a camera he took from the lost and found and suggests they make a commercial promoting the zoo to be broadcast all over New York City. The penguins go and search for equipment they needed to broadcast. Meanwhile, Julien steals the position of director from Mason. Julien attempts to tell the animals to do exciting things, but fails. When Skipper gets back, they start broadcasting. But Julien wants the signal to be broadcast more than the 45-mile radius it will travel, so he increases the power. The satellite gets destroyed and all the animals think all hope of saving the zoo is lost. But just as the penguins are about to destroy their HQ in order to protect their secrets, Alice opens the gates and visitors enter. It is revealed that the visitors were also addicted to the Dumb Animal Channel, and since the satellite carrying the show had been destroyed, decided to return to the zoo to see real animals.

"Mother Duck" and her ducklings discover a monstrous snakehead fish living in their pond. They ask for the penguins’ help getting rid of the deadly fish, which the penguins try to accomplish by building a submarine. Everyone except Skipper is afraid of the fish, so when the submarine gets stuck in an old tire, Skipper goes outside to untangle it and is swallowed by the giant fish in the process. The remaining penguins, under Kowalski’s leadership, forge ahead to avenge Skipper. At the end, the others see that Skipper is alive in the mouth of the fish and toss him a bottle of soda that had been shaken up earlier when Julien tried christening the submarine. It causes the fish to blow up, and it is soon served as sushi by the penguins.

Bent on an agenda to take over the world, the penguins' mad dolphin nemesis, Dr. Blowhole, kidnaps King Julien in an effort to lure the flightless force into a trap so that he can annihilate them once and for all. It’s up to the penguins to spring the trap before Blowhole’s plan to flood the Earth comes to fruition.