The plan is set as the octopuses are on the dock when they noticed the three penguins are wearing the German men outfit while Skipper is holding the accordion.

"We take this shame to our graves."

"Agreed." Kowalski said.

Skipper then started playing the accordion while Kowalski and Rico starts dancing, gaining the octopuses' attention. Kowalski and Rico starts slapping each other's butts as one of the octopus starts clapping to the beat while watching. The octopus next to him started to enjoy the music and slapped him across the head as the other octopus did the same.

"Hey!"

The octopuses starts to follow the penguins up the stairs while singing and clapping, with the North Wind hiding next to the stairs in the dark wearing their armor.

"Time?" Classified asked.

"2200 hours." Eva informed.

"Time to take down Dave."

Classified and his team huddled and watched each other's backs as they approach the submarine quietly. He turned to see Kitty walking out of the dark and under the light revealed her in her white battle armor chest with the North Wind logo in the middle as it only cover her shoulders with her black retractable claw gloves Eva made for her after hearing her not having claws as she thank her for that.

She still wear the same belt with her sword attached to her side and her favorite dark brown boots.

"Wow..." Classified awed at how beautiful and breathtaking she is like the day they first met at the dance fight.

Corporal noticed it and smirked and cleared his throat, snapping Classified out of his loving trance.

"Right. Sorry. Thank you."

Short Fuse brought out bombs and exploded the door and they drop down, running inside the submarine. They broke down the first door, melted down the second door, and cut the walls with the laser as it leads to Dave's office. The North Wind and Kitty aimed their weapons at Dave and Classified punched the octopus away, not tearing his eyes off of Dave while aiming his armed cannon at him.

"David the octopus, show me your tentacles."

Dave spins his chair around with only seven tentacles up.

"All of them."

Dave raised his last tentacle up with his juice box and took a sip of it when suddenly, the octopus thugs drops down on them from the ceiling and tackled them to the ground, binding them to make sure they don't move. Kitty fell to the ground next to Classified all tied down.

"So... You didn't think about the trap Dave was going to make?" Kitty said, deadpanning at him which caused him to smile nervously.

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

The octopuses dragged the North Wind and Kitty away in cages they were transported in as she shared one with Classified. Short Fuse started rambling on, not wanting to believe they would lose like that.

"Stay calm! Do not panic! We will still win! Be full of love! Don't hate! Follow your dreams! Love yourself! Love other people! Pick and choose your battles in life! Don't let anyone tell you what to do! Ignore the haters! Love the one you're with! Love the one you're with!"

They passed by Skipper, Kowalski, and Rico in a cage as Kitty looked at them with worry and sadness with her ears down while Classified looked away, not wanting to face them.

"Eva." Kowalski called in worry.

Eva looked at Kowalski with no emotion and blank expression.

"I know."

"Don't worry, Kitty. Everything will be just fine. I promise." Skipper assured as they past by.

Kitty gave him a sad smile before turning away with her head low. They then made it to the room as the octopuses took them out of their cage and tied them up together and placed them on the platform with tracks underneath them as the orange octopus was in front of the buttons with the magazine tucked under his tentacles.

"Alright, alright, octopus. Whatever Dave's paying you, I'll double it." Classified suggested.

The octopus only gurgle in response.

"Is that a yes? Does anyone speak octopus?"

"Sorry." Eva said, shaking her head.

"Nope." Kitty said as she was tied up next to Classified.

"No, not a clue." Corporal said.

"Blast it."

Then, the octopus pressed the button and levers and the platform started to move as they were being backed away. Kitty struggled to break free as she wished she had her claws.

"You... free... us. We give you... many fishes. Om nom nom nom nom..." Classified said.

Then, they were turned around to show them the death ride filled with spikes, knifes, etc.

"What is that?"

They watched as the sharp teeth machine is chomping down then the chair getting stabbed and then exploded.

"Oh, great." Classified sarcastically said with a deadpan look.

"Oh, no! This is it!" Short Fuse screamed.

"I don't want to die all squishy!" Corporal whimpered.

Kitty gasped in fright as Classified quickly grip onto her paw as she grip his back. They were about get chomped on the sharp teeth machine as they screamed for their life when they were suddenly stopped and were zoomed back to where they were at the start. Though, Classified was still screaming.

"We're dead! Dead! Dead! Dead!"

They were turned around to show Private holding a baseball bat with the unconscious octopus next to him in front of them.

"Oh, no, we're dead! Dead! Dead...!"

Everyone looked at Classified who's gripping onto Corporal for dear life with Kitty deadpanning at that.

"Wow... Real smooth."

"I pushed a button." Private happily said, kicking the octopus off the controller to show the big red button as Classified finally noticed him.

"Private! Way to go!" Kitty said happily and relief to see him okay.

"Super. Well done, Private!" Corporal praised.

"Good work, malinki." Eva praised.

The rope fell off as Kitty jumped off and hugged Private.

"You're okay! Good thing your obsession with pressing buttons worked out pretty well."

"Yay. Yes. Yes. Excellent button-pushing. Compliment, praise, etc." Classified said, clearing his throat snapping out of his fright and wiping the paw print away from Corporal's fur he was holding onto.

Classified turned to the group.

"Alright, agents, we are back in business."

Private clapped excitedly and hopped off of Kitty's hand as she followed him after. They only stopped to see the North Wind running to the opposite direction.

"Wait! Skipper, Kowalski, Rico, all those penguins, they're this way!" Private said, pointing the other way.

"And so is a massive army of octopi. And as soon as we return to the North Wind headquarters, grab fresh equipment, and work up a smashing new plan, we'll come speeding back and take down Dave." Classified said as he puffed his chest out proudly.

"But the penguins are in danger! We have to go now!" Private said as Kitty nodded in agreement.

"Don't you care for those penguins?"

"Again, huge army of octopi."

"So, because you failed once, you're just running away?" Kitty asked in disbelief.

"We did not fail. And we are not running away. We're just very sensibly regrouping." Classified said in a stern tone which made her glare at him.

"Skipper wouldn't care. Plan or no, fancy equipment or no... he'd never leave a man behind." Private said.

"Well, I suppose we can't all be penguins, can we?"

Classified and his team turned around and started to walk away. Kitty felt a little hurt to hear that and glared at them and spoke.

"No."

The North Wind turned to her.

"But maybe you should be."

Kitty and Private nodded to each other as he lead the way with Kitty running after him on two. Classified watched on sadly as she disappeared.

"Come on."

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

Kitty who's back into wearing her belt with her sheathed knife to the side and her boots ran along with Private as they search for the penguins including Skipper, Kowalski, and Rico. They skidded to a stop to look into a window to see all the penguins including the three boys they know. Private begins to bang on the glass to get their attention.

"Skipper! Skipper! Skipper! Rico! Kowalski! I'm up here! With Kitty! Up here!"

But Skipper, Kowalski, and Rico couldn't hear him as it appears that Skipper is holding a small feather that's supposed to be Private's.

"You have to get out of there! Move!"

No response from them as the boys turn around, only to notice the Medusa Ray in front of them, ready to fire.

"Oh no..." Kitty gasped.

One of Dave's henchmen fires the Medusa Ray at Skipper, Kowalski, Rico, and all the penguins, as Private and Kitty watches in horror.

"Noooooo!"

They were all transformed into hideous green freaks as they moved to the exit as soon as the submarine opened. Kitty and Private hurried down and ran to the opening only to see the mutant penguins causing chaos as everyone flee from their lives as Dave purposely shouted at something until the exterminator trucks pulled in and started sucking them in.

"Oh, dear. Oh, no. Oh, no. Oh, no. What do we do? What do we do?" Private anxiously asked.

Before he and Kitty could get out, the door closes on them, causing them to bang on it.

"Crikey!"

They turn around to see three octopuses drop down and glare at them. Private gasped and hopped onto Kitty's shoulder.

"Come on, then. You wanna go? You want some argy-bargy? AAAAHHH!!!"

Kitty charges at the octopi with Private letting out a warrior cry, much to their surprise. Before they could fight, Private made Kitty turn a corner into darkness. This caused the octopi to get confused on where did they go until it revealed the Medusa Ray charging towards them, causing them to move out of the way. Kitty and Private are driving in it as they headed to the exit and slammed through.

"Whoo-hoo-hoo-hoo! Yee-haw! Ow."

They then crashed into a stop towards the trees.

"You okay, Private?"

"Yeah."

"Smart thinking, though."

"Thanks, Kitty."

They got out of the vehicle and went off to find their family as Kitty hid behind the trash can with Private in it as he was disguising himself to look like those mutant penguins with the donut and some fake green antennas. They look around until they spotted something.

"Skipper!" Private called.

Skipper sliced the toy penguin by the head with his crab claw hand and jumped out of the merchandise stand and spotted a white cat and chased after it. Kitty grabbed Private and used one of the exterminator's truck to move over to Skipper as they landed safely and ran towards him to the back of the van.

"Wait! Hold on!"

They went inside to see Skipper halfway swallowing the cat.

"Skipper! No! Don't eat that!" Kitty gasped in fear.

But Skipper didn't listen and swallowed the cat whole, making Private and Kitty shriek.

"Oh, that is just wrong!!" Kitty exclaimed, fearing she'll be eaten too.

Private walked up to Skipper and removed the disguise.

"Skipper, listen. It's me, Private and Kitty. I've got a plan, but I need your help."

"We need our Skipper." Kitty said, sitting down like a cat would.

Skipper seemed to focus at them as he started to have a vision and remembered them. Once he blinked, he looked at them in shock.

"Private?"

"Yes. That's it." Private nodded with a smile.

"Private, you're alive! Oh, God!"

Skipper pulled Private tightly in a hug and let him go, laughing happily before he coughed out the white cat. The white cat looked up and yowled in fear and ran off. Skipper turned and gasped to see Kitty and hugged her.

"Kitty! You're alright!"

Kitty hugged him back, holding him up in the air before placing him down.

"I know. But I'm still a tough girl and no damsel in distress."

She hugged Skipper again along with Private before letting them go.

"Now let's go save our team!"

Skipper and Private nodded and they ran off and found Kowalski holding up the trash can with a hiss.

"Kowalski! You've got to get a grip!" Skipper scolded.

Kowalski just hiss at them and was about to throw the trash can on them when Private steps in.

"Kowalski, Eva is worried about you."

This made Kowalski snap out of it and drop the trash can.

"She is? What did she say? Did she say my name specifically? I mean, were there... were there tears? Details, come on, tell me! Private! You're alive. Come here."

He finally realized Private was okay and wrapped his snake-like hands around him, hugging him tightly.

"This feels a little awkward, but I'm happy. Kitty! You're okay, too!"

Kowalski set Private down and Kitty kneel down to let Kowalski hug her as she hug back. They soon turn to hear Rico as they see him by the kebab stand and ate the kebab on a stick with fire on it and swallowed it.

"Rico! You need to listen to us." Skipper said, but Rico burps out fire. "I guess you're kind of the same either way."

This made Kitty giggle as Rico looked over and gasped.

"Private! Kitty!"

He flew over to them and gave each of them a hug. Skipper turn and quickly warn them.

"Heads up!"

They turn and they all quickly hop onto the umbrella to avoid the exterminator truck that kept sucking in the mutant penguins.

"Looks like we're back in business, guys. And our business is saving penguin-kind. Who's with me?" Skipper said as he held out his crab claw hand.

"Count me in." Kowalski said.

"Let's do this!" Private said.

"Boo-hah!" Rico said.

"Heck yeah!" Kitty said as they all pile their paw and flippers into a pile.

They cheered before jumping and making the umbrella spin a bit in their dramatic fighting pose.

"Let's create and feel momentum. Sir, how long do we stand here like this?" Kowalski said.

"Until we've reached maximum coolness." Skipper said.

The umbrella keeps spinning until it stops as Skipper smiles with confidence.

"There it is. Now all we need is a plan."

"I've got one." Private said.

"Eh? Uh, huh?"

Private goes over to the ray as Kitty follows him and takes the Medusa Serum out.

"You stole Dave's ray?" Skipper asked happily.

"Well, I figured if we could reverse the ray, we could turn everyone back to normal."

Private tossed the remote to Rico who caught it.

"Reverse the ray?" Skipper asked as they look at Private.

"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!" Kowalski explained, looking at his abacus before tossing it aside.

"Immeasurable cuteness? Where the heck are we supposed to get that?"

They suddenly saw Private going inside the ray, holding the cup wire with a smile. They realize what his plan was as Kitty didn't agree to that. Private placed the cup wire on his head and the other on his butt, making him glow pink for cuteness with hearts floating around.

"No, wait. Private, no! We don't know what that will do to you! Ah!"

Skipper accidentally knock the remote out from Rico, and it fell to the floor, pushing the red button, causing the ray to shoot at the mutant penguin that was walking past by until it made the penguin go back to normal black and white penguin.

"The ray! It works! It WORKS!" Kowalski happily cheered.

"Private, are you okay?" Skipper and Kitty asked in concern.

"Yes!"

Skipper, Rico, Kowalski, and Kitty gasp in surprise and notice that Private has sprouted a hand out of his buttocks.

"Oh, my!" Kitty yelped, covering her mouth.

"Whoa! Butt-hand! There's a hand attached to his butt. That was not... that was not there before." Kowalski said in shock.

Private becomes shocked once realizing he has sprouted a butt-hand, which detaches him, but immediately gets used to it.

"Get out of there. That's an order!" Skipper said.

"Permission to defy order." Private said, saluting him with his butt-hand.

"Permission denied."

"Then I deny your denial."

"It's too risky, Private. It already made you sprout a butt-hand!" Kitty said with her ears down a little.

"I know it has to be me this time."

Private places his butt-hand on the glass.

"And I think you know it too."

Concerned about Private's sacrifice, Skipper and Kitty places their flipper and paw 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!"

Private turns to Kitty.

"Thanks for watching over me and believing in me, Kitty."

Kitty nodded and saluted Private along with the boys as Private smiled and saluted them back. She jumped into the seat and began driving the vehicle of the ray to the center as Kowalski and Rico tied up the snow globes to the tip of the ray in order to get all the penguins. Skipper noticed the octopuses are charging towards them.

"We're only gonna get one shot at this, guys! How we doing on those snow globes?"

"Beam splitter ready! Fire at will!" Kowalski said, putting the last snow globe onto the tip of the ray before he and Rico made their way over to them.

"Do it, Skipper!" Private said

Dave and the octopuses gasp in horror as they watch Skipper pushed the button. But nothing happened. Dave started to smirk as Skipper kept on pushing the button when he noticed a low battery on the screen of the remote.

"Dead batteries?!" Skipper exclaimed.

"Are you kidding me?!" Kitty groaned, banging her head on the wheel.

Kowalski gasped.

"Game over, Skipper!"

"No!"

Private then notices a nearby grocery store.

"Rico, batteries! Skipper, Kowalski, Kitty hold off those octopi! We're doing this NOW!"

Kitty nodded.

"You heard Private! Deploy! Aah!" Skipper said, before charging forward to the octopuses.

Kitty jumped out of the ray and flew towards the octopus and jumped onto their face, making them scream as she rolled the octopus over to the others as she roll out of the way. She noticed more octopuses come towards her as she brought out her knife, ready to cut their tentacles.

"Get back, you aquatic savages!" Kitty hissed.

"Behind you! Beside you! Six o'clock! Twelve o'clock! They're coming from every direction!" Private hastily told them.

"There's just too many of them!" Kowalski exclaimed.

Suddenly, they heard an ice cream van coming, revealing to the the North Wind as they ran through the octopuses and drove straight to the submarine. They jumped out of the van as the van exploded the submarine, making a huge boom. The submarine fell down while they didn't look back. Corporal and Classified gave each other a fist bump.

"Whoa." Kowalski awed.

"You came back!" Private smiled.

Classified smirked and saluted him with two fingers as Private did the same.

"No one breaks the wind." Kitty quoted with a smile.

Classified smiled and winked at her, making her blush. Their moments were cut off when the North Wind were sucked up into the exterminator truck. Kitty then realized the exterminator truck is coming towards her.

"Uh-oh."

Kitty began to run on four and tried to go back to her family to help Rico, but she didn't notice that it was the octopus that's taking the wheel as he managed to suck her in and then got out of the truck as it crash into the statue and fell to the side.

"Oh... that's why you look back at the explosion." Short Fuse said through the truck.