While Skipper went on his solo mission, Dr. Blowhole wipes Skipper's memories away and Dr. Blowhole uses his memories to locate Kowalski, Private, and Rico.
The penguins try to use Private's cuteness to their advantage. But Private gets fed up with everyone using him and decides not to use his cuteness anymore, even when he and the other penguins are about to be shipped to another zoo.moreless
Kowalski, Private and Rico decide to become superheros after reading a few comic books and their new personas might come in handy when they hear about a theif loose in the zoo.
Officer X becomes the substitute worker at the zoo while Alice goes on vacation and he is determened to get revenge on the penguins for all the misery they have caused him.