Years later gone by as Rico light the fuse. We see all 4 silhouettes of Marty, Melman, Gloria, and Alex dancing.

"Da, da, da, da, da, da, da, da, circus! Da, da, da, da, da, da, da, da, Afro Circus!"

"Ah, this song! I swear it's gonna make me lose my salmon!" Skipper groaned in frustration.

"It's hurting my ears! I'm getting tired of this! It's driving me crazy!" Kitty exclaimed, clutching her head while helping them put the dynamite in the cannon.

"Singing getting louder, Skipper!" Kowalski warned.

"Well, move faster! And somebody get that wig off of Private?"

Private was dancing to "Afro-Circus" with rainbow afro wig and Rico removes the wig of Private's head.

"Kowalski, status report!" Skipper said as Kitty get into the cannon while the other three penguins grabbed a flag.

"I'm really getting tired of this song!"

They then catapulted themselves into the cannon with Kitty as Skipper got in last.

"The best part of owning a circus is you can transport a cannon over state lines."

The cannon then blasted them off with fireworks coming out to the sky as the flag unfolded and used as a parachute. Kitty is in the middle of the four penguins.

"Ten years ago on this very day, a tiny egg hatched, and our world got a little bit cuter." Skipper said, lightly pinching Private's cheek and making him giggle. "So tonight, Private, we celebrate your birthday by infiltrating the United States gold depository at Fort Knox!"

"Splendid!" Kowalski said.

"What?" Private asked in confusion while Kitty just smiled, knowing what's going to happen as they head towards the building.

"There she is, guys. The object of our unholy desire. The butter on our biscuit. The royal flush."

"Skipper?"

"Private, what's our rule about interrupting analogies?" Skipper asked, interrupting him.

"Sorry. Please continue."

"The moment's gone. Private ruined it."

"Sir, we're approaching our target." Kowalski warned.

Kitty quickly flipped backward and landed, but the penguins hit into a wall, and the parachute falls down.

"Oooh..." she winced as the boys fall onto their back.

"But, Skipper, I really don't..." Private started.

"Are you questioning my leadership, Private?"

"No, sir."

"Too bad."

The penguins quickly get back up.

"'Cause I respect a soldier with some moxie."

"Really? Then I really think we should..."

"Whoa, whoa, whoa. Dial back the moxie, sass-mouth. Oh, look at you. Still so adorable." Skipper said, ruffling Private's head and messing his feathers.

The door opened as the guard walked out to where the guards are standing on each side of the door. Skipper brought out the toy clock.

"Fire in the hole!"

He dropped it down to the ground near the guard's feet. He looked down curios and confused.

"8 o'clock. Night night time."

"Wha...?"

The clock emits a pink gaseous clouds which makes the guards lie down unconscious. Kitty and the four penguins hopped down into their fighting stance before slipping in through the door. Private though stopped to check on the sleeping guard.

"Private, come on!" Skipper called.

Kitty climbed up to the ceiling where the pipe lining thing are and crawled there while watching her steps as the boys blended into a black and white loading zone as the guard walk across them without stepping on them, not knowing. She jumped down and met up with the boys as they stopped by the locked vault.

"Please enter pass code."

Kitty made sure there are no guards around as she kept her ears in check.

"Kowalski, you're up." Skipper said.

Kitty brought out her hand as Kowalski hopped onto it and looked at the lock.

"Please enter pass code."

"Rico, sonic incursion device."

Rico coughed it up and tossed it to Kowalski as he holds up a cassette player, and presses rewind and then he presses the play button and Kentucky music plays. This made Skipper and Kitty get exhausted by that music.

"Oh, come on, you're kidding right?" Skipper asked.

"Kentucky, Skipper. They do love their Flatt and Scruggs."

"Y'all come in now, y'hear? Have yourself a iced tea."

The vault was now unlocked to show them a room full of gold bars. Kitty have to cover her eyes at the brightness from the gold.

"Private, if you could have anything you wanted in the whole wide world, what would it be?" Skipper asked.

"Well, gee, Skipper. I think to be a meaningful and valued member of this team."

"Aww!" Kitty smiled in appreciation.

"Oh, well, we got you something else. Kitty?"

Kitty did the honor and opened the door to reveal a vending machine in the break room. Kowalski and Rico both carry Private in front of Skipper and Kitty.

"A vending machine?" Private asked in confusion.

"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..." Skipper said.

"Cheesy Dibbles!" Private gasped, looking excited while Kitty smiled at how cute he is.

Skipper gives Private a gold coin.

"Happy ding-dong birthday, ya little scamp!"

"Thank you."

Private hold the gold coin close to him and pecks Skipper on the cheek, followed by Kitty who knelt down to him and giggled, then to Kowalski, finally giving one to Rico, only for the latter to hold Private and kiss him on the beak for ten seconds as Private struggled to get away before releasing him. Cue, Skipper, Kitty, Kowalski, and Rico smiling at Private with satisfaction.

"You mess with the bull, you're gonna get the horns, Private." Kitty said with a smile.

"Now hit that machine and get your present." Skipper said.

Private runs over to the vending machine and tosses the coin into the machine and tries to reach in the slot to get the bag.

"We just broke in the most secure facility in North America. Do you know what that means?" Skipper asked they turned their backs.

"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?" Kowalski guessed.

"No. It means, as elite units go, we're the elitist of the elite. Top shelf in the bureau. The penultimates. Plus one."

"Right..." Kitty said, rolling her eyes.

As Private struggles to get the bag out of the vending machine, he ends up getting pulled into the machine. Kitty turned and noticed Private is gone.

"Uh, guys? Where'd Private go?"

Skipper, Kowalski, and Rico turned around and they walked over to the vending machine.

"Oh, there he is."

Kowalski pointed and they noticed that Private is stuck up in the machine.

"D3." Kitty informed.

"Oh, Private. How much is he?" Skipper asked.

Kitty looked through and winced.

"Ooh, he's $3.50, Skipper."

"Well, that's outrageous. Even for Private."

Suddenly, an octopus tentacle comes out of the vending machine slot, grabs Rico and takes him into the machine. Kitty jumped back in surprise and hissed as she grabbed the handle of her sword ready to strike.

"Sir, the machine is alive!" Kowalski exclaimed as the tentacle comes out of the vending machine again and takes him.

"Well, I don't think I like your attitude, vending machine. Or your prices!"

Skipper got into his battle stance while Kitty slowly unsheathed her sword.

"Release them!"

The tentacle comes back out and grabs Skipper in.

"AAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!"

"Guys!" Kitty exclaimed and was about to attack when multiple tentacles grabbed her arms and legs and pulled her behind the vending machine and placed her in the cage with the rest of the penguins.

The guard went through the door and the vending machine starts running away from the back room, and went up the golden bars like stairs then crashed into the glass roof and jumped off. It was then grabbed by the hook that's attached to the helicopter and flew away with the penguins and a cat trapped in the living vending machine, taking them somewhere.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The helicopter made to the city called Venice. Up ahead is the big purple submarine as the helicopter fly towards it and enters inside that opened for them and placed the vending machine to the ground inside the submarine and lifted up, releasing a dozens bags of cheesy dibbles and revealing the penguins and a cat in the cage still as they're covered with cheese dusts except for Kitty who only eat two bags of cheesy dibbles cleanly and not messy like those boys who had cheese everywhere. Skipper and Kitty looks around the submarine as Skipper eats the last cheesy dibbles before turning to Kowalski who's sitting down looking full.

"Kowalski, analysis."

"All evidence indicates..."

Suddenly, Kowalski's stomach grumbles.

"Oooh, I ate too many Cheesy Dibbles."

Private coughs out an orange cloud of dust.

"We're behind enemy lines and incredibly thirsty. Rico, bust us out of this delicious prison."

Rico sticks out his tongue holding a paper clip and uses it to unlock the door.

"Nice work, Rico. You are a meaningful and valued member of this team." Skipper praised.

As the penguins and a cat exit the cage in their battle stance, Private becomes upset. Then he looks at the paper clip Rico used, takes it and swallows it. He tries coughing it up, but no success and ends up gagging.

"Private, quit lollygagging. And regular gagging." Skipper scolded.

"Sorry."

Private quickly joins them.

"It's dark and ominous. Two of my least favorite traits in a room." Skipper said as they made their way to the platform.

"Ooh, look, a button!" Private said.

They looked to see him next to the big red button.

"Huh? Private, don't!"

Private pushes the button and the platform underneath them descends and they drop down to another room.

"Now what have I told you about-"

Skipper was cut off by Private pressing another button.

"Sorry, what?"

A giant ray wheels to them and a laser pops out pointing at them.

"It looks like some sort of giant laser sent to kill us all, sir." Kowalski informed.

Skipper steps back from the laser's angle so the ray pointed at Kowalski instead who's wide eyed.

"Ooh, another one!"

They looked again to see Private with the big red button.

"NO!"

They stop Private from pushing the button. Suddenly, drops of water comes down on the panel and on the flippers and paw. Kitty and the penguins look up.

"Naughty, naughty. Pretty birds and cute cats belong in their cages."

The man is seen walking on the catwalk, but he is walking upside down. He drops down and his limbs are tangled up. Kitty and the penguins groan in disgust. The scientist gets himself in that tangled position and screws his head right.

"Ew!"

"Now, that's just hurtful."

He untangles himself.

"And I was so happy to see you again, Skipper,"

Skipper gasps.

"Kowalski, Rico, and sweet little Private."

He flicks Private's beak, wetting it.

"Boop!"

"And this cute cat here. Kitty Softpaws. You may not know me, but I know who you are."

He gives Kitty a stroke on the cheek, making her yowl in disgust and swat his wet hand away.

"Who are you?" she demanded.

"The humans know me as Dr. Octavius Brine. Renowned geneticist, cheese enthusiast, and frequent donor to NPR pledge drives. But you know me by a different much older name. A name perhaps you'd hoped you'd never hear again. A phantom! A shadow of a former life! I am"

A purple octopus emerges from the costume of Dr. Brine.

"Dave!"

The penguins gave long surprised looks at Dave with the Dr. Brine hairpiece on his head while Kitty is just confused.

"Kowalski?" Skipper asked for an explanation.

"Sorry, sir. No clue."

Dave takes off his hairpiece for them to get a better look.

"Dave!!!"

"Dave..." Kowalski said.

"Dave." Dave repeated.

"Dave?" Skipper asked.

"Dave." Dave said, looking at Skipper.

"Dave." Private said, smiling not having a clue of who he is.

"Dave!" Dave repeated again, looking angry.

Rico just gibberish, not caring. Dave gives a confused look. A cricket chirp is heard. The penguins look to see a cricket doing the chirp, who then stops.

"Sorry."

The cricket leaves then stops and turns.

"Wait, wait. Uh, I live this way."

It then leaves.

"Go ahead, Dan, continue." Skipper said with a smile.

"You seriously don't remember me?" Dave asked in anger.

"Dave! Dave! Right! Oh yeah, long time. Uh, how's the wife?"

In response, Dave punches the wall above Skipper's head.

"I've never been married! You may not remember me, but I could never forget you."

Dave grabs a snow globe and shakes it.

"Let's shake up some old memories. New York City. The Central Park Zoo. Life was good. Roomy tank, great location, monkey-house views. And, of course... my adoring legion of fans. Dave! The octopus of a thousand tricks. I was the total package. And then you arrived." Dave said, gesturing to only the four penguins. "And took everything from me. Four adorable baby penguins. With you around, no one wanted an old octopus anymore. "Out you go, Dave." And so it went, over and over, at zoo after aquarium. Adorable penguins stole the show. While I was shunned. Forgotten. Unwanted. Alone."

Dave looks sad in the end as Private looked at the snow globe in sadness.

"That sounds awful."

Kitty picked up Private and hugged him.

"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! And my precious souvenir snow globe collection."

They soon heard a noise and looked back to see Rico swallows the rest of Dave's snow globe collection.

"Ah! What is wrong with you?!" Dave asked, punching the ground in anger as Rico just shrugged in response before swallowing the last one.

"Oh, Daryl, Daryl, Daryl, you can't blame us for what happened to you." Skipper said.

"Yeah, it's the people's fault. They're the ones who didn't think about you." Kitty added.

Dave grabbed the green glowing canister.

"Uh, can. That's how this whole revenge thing works. And with this, I finally have the power to destroy you."he said, looking at them through the canister.

"Crikey!" Private yelped in fright.

Suddenly, the octopuses revealed themselves from the invisibility and landed in front of them, surrounding Kitty and the penguins.

"Nicolas, cage them." Dave ordered.

"I've got some bad news for you, Dennis. You messed with the wrong birds. Because we are an elite unit, the best of the best. Cream of the corn on a platinum cob. And we're gonna take your deadly green goop and sashay right out the exit hatch." Skipper said, making Kitty smirk.

"And just how are you going to do that?"

"Deploy secret weapon!"

Everyone hopped onto Kitty's paws as Kowalski squeezed Rico as cheese dust comes out. Kitty spins around, spraying the octopuses' eyes.

"The cheese, it burns!" Dave screamed out in pain, tossing the canister and Kitty quickly caught it.

"Roll out!"

They ran over to the platform and Kitty gave Rico the canister for him to swallow as he did before Private pushed the red button to send them up.

"After them!" Dave ordered, growling up at them.