The Penguins (voiced by Tom McGrath, Chris Miller, Conrad Vernon and Christopher Knights) compete with an Arctic spy team to save all the world's penguins from a mad scientist who is also a sad, silly octopus (voiced by John Malkovich). Also with the voices of Benedict Cumberbatch, Ken Jeong, Annet Mehendru and Peter Stormare. Directed by Simon J. Smith and Eric Darnell. [1:32]

SEX/NUDITY 2 - Two male penguins accidentally kiss on the beak instead of the cheek, but the kiss lasts several seconds until they back off in haste. An owl seems to kiss a penguin behind her upraised wing.
► A penguin says that he should kiss a snowy owl, but does not do so. A penguin says to an owl that octopus thugs nearby are fighting and entwining themselves, implying that he wants to hug her, but she stares at him coldly. A penguin tells a dashboard hula doll that he cannot call her "mistress" and she slaps his face. When a penguin first sees an owl, he stares with a blank expression on his face, implying that he is in love. A harp seal calls out to penguins in jail-like cages, "Love the one you're with!"
► Several penguins are dressed like mermaids with shells for bra tops. A penguin in an airplane luggage compartment is shown wearing a bra on his head.

VIOLENCE/GORE 3 - Inside a submarine, a mad scientist turns into a giant octopus and threatens four penguins with slime that he says will turn them into monsters; a giant ray-gun machine points a probe at them but does nothing, the giant octopus punches one of the penguins without permanent injury, and shorter octopuses run on their toes and warble without mouths. Three octopus henchmen wrap around a gondolier and make him paddle after another gondola containing four penguins; they have an oar duel and all the animals lose their oars and the three octopuses pick up two oars and together use them as stilts until a spaceship descends, and disembarking are a wolf, polar bear, harp seal and a snowy owl, who punch the thugs (no blood or injuries) and save the penguins. A wolf punches an octopus to a point off-screen. Two octopuses get into a fight, entwine themselves and roll around on the floor. At a sideshow, a penguin shakes a baby squid that starts crying. Three penguins punch a pineapple dressed as a mad scientist and a polar bear punches it straight into the ground. An octopus says that he was kicked out of a number of zoos because people liked cute penguins, then that after he had revenge, he felt empty, because he needed more revenge; a penguin with a gloved fist on his tale punches through a glass wall and knocks out the octopus while other penguins and octopuses slap one another (none appear injured).
► A penguin egg rolls past a line of the birds and three young chicks slide after it as it gathers snow to become a large snowball, all nearly going over an ice cliff; two chicks pull the third one up to safety, but a human cameraman uses a boom mike like a putter to send them over the side and down onto a rusty old ship where a leopard seal swallows a seagull whole; several seals snap large teeth and roar with squeaky sounds at the three chicks, but one of the chicks swallows the egg and all three escape by being flung off the ship's mast by a seal and they land on a small iceberg that they sail away on as the ship explodes in large flames and smoke in the background.
► A wolf accidentally blows up his flying vessel in large flames, but he and his crew escape while four penguins fall out of a plane's cargo bay, inflate a bounce house and land safely on the ground where they steal a flying vessel and the wolf's crew fires a harpoon into it and drag behind it toward a submarine; a wolf hangs on the line and is hit in the head with various objects of ballast, including a blue chemical and debris from the sub's toilet and the flying vessel blows up in large flames and smoke and we see the penguins and wolf's crew floating in the sea in a toy house and a wok. An ice cream truck runs over a several octopuses (no blood) and then a pest truck runs over the ice cream truck crew.
► A penguin lashed to a medical table escapes a green neon ray, leaving a scorch mark on the table and his buttocks while in the background, we see machines with gigantic snapping metal teeth and a dozen chainsaw blades whirring and a penguin yells, "Oh no, we're dead!" (none of the machines hurt penguins or other animals). A penguin loads himself into a ray-gun machine and shoots to cure other strange looking penguins (please see the Substance Use category for more details); we hear loud booming footsteps approach and see a huge octopus with long eyelashes and wide eyes grab buildings and the camera pans back to show him inside a snow globe; a little girl takes the globe and shakes it with glee, running away from the camera.
► An octopus uses green glowing monster slime in a ray-gun machine to make a grasshopper grow enormous teeth and to give penguins green pox-covered feathers (also deer and moose antlers, lobster claws, bat wings, ram's horns, an Afro, crustacean antennae, crossed eyes, huge crooked teeth, snake tongues, clown noses, warts, a gloved hand on one tail and moronic facial expressions), a penguin loads himself into a ray-gun machine and creates purple cuteness serum that makes strange looking penguins revert to cute, and a small lemur is loaded into a ray-gun machine and when fired makes a penguin lose his moose antlers as well as the hand growing out of his tail and his purplish hue.
► Penguins fly out of a circus canon into a sky full of fireworks and slam into a concrete wall, unhurt; they enter a hallway to find a vending machine of cheese puffs and octopus legs grab them from inside the machine and suck them into vending slots and the machine runs on tentacle legs, slaps a few guards and is picked up by a military helicopter and dropped into a large submarine. Penguins play soccer, but the ball turns into a small octopus that grabs them and places them in a cage; they are taken to a place full of penguins in cages, doing things prisoners do: getting tattoos, doing pushups, looking through cell bars. Several penguins dressed as mermaids are captured by an octopus and are placed into cages; an octopus on the outside breaks an aquarium tank full of leopard seals and they slide across the floor on a wave of water as a large shark skeleton falls down on the octopus and captures him, except that he slides down a floor drain to escape. An octopus shoots a neon ray at hundreds of penguins, giving them odd features and a green hue (please see the Substance Use category for more details); the octopus disguises himself as a man and lands the penguins in NYC in his octopus-shaped submarine; releasing the penguins, the octopus/man tells running, screaming people to call the exterminators and they do so on cell phones and we see pest trucks suck up most of the penguins. Three penguins wear lederhosen, dance and play a concertina, using one another's buttocks as drums to distract several octopuses that capture the penguins anyway, while dancing and clapping.
► A tiny lemur that other animals say is cute swallows the lemur king whole. A penguin tries to swallow another penguin tail first, but is unable to do so. A penguin swallows a cat whole and disgorges it; the cat screams in fear and runs away. A tall penguin swallows and spits up many objects (dry, no vomit): snow globes, dynamite, tools, sand, several bags of cheese puffs, machine parts, a clock, a large vial of goop and a paper clip. A penguin learns to swallow and disgorge a paper clip without vomit. In another scene, a penguin riding at sea in a wok retches loudly over the side twice, but is completely obscured by another bird. In a sideshow scene, a penguin swallows an entire flaming shish kabob and skewer.
► An octopus/mad scientist says his "deadly green goop" will not kill animals, but will make cute animals into monsters; however, it only makes them look strange (please see the Substance Use category for more details). A penguin shouts, "We're all gonna die!" in two scenes. A wolf screams about an octopus, "He's gonna kill us all!" We see white expanses of Antarctica and hear that it is a wasteland except for cute penguins. A tiny harp seal says he invented nano-charges he calls "wet-kabooms." A hologram shows animals wearing armor and blowing open a vault door with smoke. Standing behind a waist-high rock with their flippers crossed in front of them, three penguins say they must ready their coconuts, then they put coconut halves over their ears.
► An egg cracks open, spraying three penguins with slime and one says that he was sprayed with umbilical sack material and another shouts, "We're all gonna die!" Four penguins are packed into cardboard boxes several times and mailed around the world; inside one packing box, we hear a tooting noise (flatulence) and four beaks punch through the cardboard, gasping for air. A wolf in charge of spies called the North Wind declares, "No one breaks the Wind (double entendre)!" A penguin implies that wearing lederhosen gave him a wedgie (stuck in his German word). A penguin spits out orange cheese curl dust to blind a pursuing enemy, octopuses squirt ink at enemies and temporarily blind a penguin.

LANGUAGE 2 - 7 mild anatomical terms (chubby bonbons [meaning "buttocks"], Earth's frozen bottom, tush, coconuts [meaning "testicles"], butt-hand, bum sniffer), name-calling (sass mouth, no good dirty low down dog, low down dirty filthy bum sniffer, pathetic, useless, flipping useless, sick, nanny-state, irresponsible, silly willy, blowhards, monster, maniac, dork), stereotypical references to people who are different, bigots, Americans, Kentucky hillbillies, Canadians, Asians, the French, Hispanics, the Dutch, Norwegians, Russians, Italians, mad scientists, evil octopuses, government agents, wildlife advocates, heroes, exclamations (Oh my gosh, Booyah, Crikey, Heck, Where the dickens, Where the ...), 2 religious exclamations (Sweet Sirius Gods, My God).

SUBSTANCE USE - Pink sleeping mist seeping out of a toy clock puts several human guards to sleep, and pink-feathered sleep darts fired at four penguins put them to sleep temporarily. A wolf at a dinner table drinks a glass of champagne while a bottle is seen in a bucket next to his elbow.

DISCUSSION TOPICS - Being different, bigots, snobs, loneliness, neglect, sadness, grudges, revenge, family, friendship, respect, fear, danger, not giving up, teamwork, apologizing.

MESSAGE - Do not underestimate others based on their appearance.