It was the dead of night in New York, although the bright city lights kept the Big Apple brightly lit up like the 4th of July.

The residents of the Central Park Zoo, minus the nocturnal ones, were fast asleep. Things were remarkably peaceful in the zoo that always seemed to have strange phenomena coming from it. Even the lemurs were taking a night off from their usual dance parties, much to everyone's relief, especially their commando neighbors, the penguins.

However, elsewhere in Central Park, a shadowy figure was making their way through the park, panting heavily and mumbling under their breath.

"Where? Ohhh, I-a know it's around here…Santa Maria please let it-a be around here-a…"

As they ran through the park, they spotted a large brick wall in the distance. They quickly raced towards it, and nearly collapsed in relief.

"Oh thank you, thank Santa Maria!"

Their narrow form squeezed through the iron gates, and they started sniffing through the zoo. After a few minutes, they found themselves at the penguin exhibit, and leapt into the water surrounding the small island.

Under water, they peered in through a porthole, and saw the sleeping forms of the aquatic birds. Letting out a cheerful cry, they returned to the surface, and crawled onto the island, heading for the food bowl covering the entrance.

::::::::::::::::::::

The penguins were in a well-deserved slumber, snoring slightly, when suddenly they were abruptly awakened by the alarm. The room was bathed in a red glow as they jumped out of their bunks, taking defensive positions.

"Brace yourselves men, we don't know what we're up against!" Skipper yelled.

"They're coming in through the fish bowl entrance!" Kowalski announced.

They all tensed, ready to attack, when the intruder dropped into their HQ.

"What the?" Skipper exclaimed.

The 'intruder' sat up, revealing a sea lion wearing a puffy collar around his neck.

"Penguins-a!" he shouted happily.

"Stefano?" Private exclaimed in surprise.

Stefano jumped at them, managing to snag all of them in a hug.

"Oh, hello my-a finely dressed friends-a!"

"Stefano, what're you doing here?" Private asked.

"Yeah, I thought you were supposed to be with the rest of the circus hippies?" Skipper added.

At this, Stefano immediately burst into tears.

"Oh it was-a horrible! There we were, just-a finishing up our latest show, when suddenly- GAH, it's-a too horrible to even recall-a!" he sobbed.

"What happened?" Private asked.

Before he could answer, another animal climbed into the base.

"Hey, guys, it's the middle of the night. What's with all the racket?" Marlene asked grumpily. She paused when she noticed Stefano.

"Uhh, guys, who's the seal?"

"Sea lion!" Stefano retorted in annoyance.

"Okay, sea lion, sorry! Anyway, what's going on?"

"Yes sea mammal, what is going on?" Skipper demanded.

Stefano turned back to the penguins, and flopped onto the floor in front of them, grabbing Skipper in his flippers.

"It is her, the crazy woman-a! She is back and-a has captured them! Alice, Marty, Melman, Gloria, Vitaly, and Gia! They-a were all caught!"

"So what about you?"

"I managed to slip away at the last moment-a! WHAT ARE WE GOING TO DO?"

Stefano once again collapsed into tears, while the rest of the room was left silent in shock, though Marlene was more confused than shocked at the moment.

:::::::::::::::::::::

Elsewhere in America, in Miami, a large 18 wheeler was parked at the docks. Inside the trailer, there were several cages, each holding an animal.

"Well, this isn't exactly what I had in mind when we came to Miami…" Alex muttered.

"How did we get here again?" Marty asked.

"The crazy animal control lady found us and shot us with tranquilizers." Gloria replied.

"I thought ve sent her to the Madagascar." Vitaly muttered.

"We did, apparently, she figured out a way off the island."

"What are we going to do? If we don't get out of here, she's gonna mount our heads on the wall! I DON'T WANT MY HEAD ON A WALL! I LIKE IT ON MY NECK!" Melman shouted.

Suddenly the door opened, and a red haired woman walked into the trailer. The animals fell silent, glaring at her.

"So, the animals thought they had seen the last of me, eh? Well too bad for you!" Dubois laughed.

"Now then, let's see," she pulled out a clip board and pencil, and started checking of the animals, "Tiger, jaguar, hippo, giraffe, zebra, lion, and, sea lion-"

She stopped when she noticed an empty cage. Narrowing her eyes, she shouted, "Geoffrey!"

A man scrambled into the room, sweating nervously, and stood in front of her.

"Where is the sea lion?"

Geoffrey gulped, twitching nervously.

"Um, well, um, ya see…when I found him, he uh…"

Dubois tapped her foot impatiently, and her glare indicated he'd better just get to the point.

"HE JUST LOOKED SO CUTE WITH THE BIG EYES! I JUST COULDN'T TRANQ HIM, AND BY THE TIME I WORKED UP THE NERVE, HE JUMPED INTO THE WATER AND SWAM OFF! PLEASE DON'T MURDER ME!"

Dubois looked down at the sobbing man, who'd fallen to the floor and started sucking his thumb, with a look of distaste.

"Rookies," she sighed, "Which direction did he go?"

"H-he s-swam up n-north…"

"Hm, north…"

Meanwhile, the animals had been listening to their conversation.

"North…he must be heading for New York!" Alex exclaimed.

"The zoo!" Gloria gasped.

"The penguins!" Marty added.

"Atta boy, Stefano!" Alex cheered.

"I am sorry to burst your bubble, but in situations like this, Stefano can be…how should I say this…hysterical?" Gia stated.

"That's an understatement…" Vitaly muttered.

"Don't worry, I think our determination's rubbed off on him a little. I'll bet right now he's with the penguins, thinking up a rescue plan, and not shedding a single tear!"

:::::::::::::::::::

"AAAAAAAAAAAHAAAAHAAAAAA!"

Stefano was curled up in corner of the room, sobbing hysterically, with Marlene desperately trying to calm him down.

"Hey, hey, Stefano! Just calm down, take deep breathes, and relax. C'mon, c'mon, say it with me, reee-laaax."

"MOMMMYYY!"

"Yeeeaaah, I give up…" she sighed, before turning to the penguins.

"So, what're you guys doing?"

"Exactly what it looks like we're doing." Skipper replied.

Marlene studied the board they were looking at, and saw a bunch of papers tacked to it, with various drawings of lions, giraffes, hippos, zebras, and what looked like a circus.

"Uhh, yeah, what is it?"

"Our rescue plan, duh."

"Oh, right, I should've guessed that, my bad…"

"Alright, from my research, the circus is in Miami, and since Stefano escaped, Dubois will come after him. We all know of her tracking skills, so we can assume that she'll reach New York in three days' time." Kowalski announced.

"Right, so that gives us enough time to think of a plan! Now, Stefano, we're going to need your-" Skipper paused when he turned to the sea lion, who was still in hysterics.

"Ugh, Rico…"

Rico waddled over to him, and Rico spit out a fish, and held it up to the sea lion. Stefano stopped crying, staring at the fish as if in a trance. Rico swung it back and forth a little, and Stefano's eyes followed its movement.

"Stefano, when you eat this fish, you will calm down." Skipper said in a slow voice.

"Okay…" Stefano mumbled.

"Are you guys seriously trying to hypnotize him?" Marlene asked.

"We're not trying to, we are."

Rico tossed the fish at Stefano, who jumped to catch it, and swallowed it in one gulp.

"Good, now, we're going to need your help for this jail break, so cut the hysterics alright?"

"Right, from now on, I-a will be strong! Let us fight the crazy woman-a!"

"Wow that actually works." Marlene muttered in surprise.

"Of course it did, nothing can hypnotize a sea mammal better than a salmon." Skipper stated.

"Right…"

"Now then, on to operation: Save the Circus Hippies!"

"RIGHT!"

:::::::::::::::::::::::

I just saw Madagascar 3, and I loved it! Especially the circus scene with Firework playing, that was just cool! Out of all the characters, Stefano had to be my absolute favorite, even rivaling Julian as my first favorite! Now, I'm not sure how the Italian dialect works, but I hope I got his accent right! R&R!

Oh, also, you might need a translator in the next chapter, cuz there's gonna be a splash of Italian in it!