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NOTE: This spoiler was submitted by Leah0066.

The film opens with a shot of a single drop of water dripping off an icicle. As the droplet falls, a voice says, “Listen my brother, everything in this world, no matter how big, no matter how small, is connected in ways we never expected.” The droplet of water falls onto a huge iceberg, causing it to split off and fall into the ocean.

Cut to the Emperor penguins from Happy Feet #1. Gloria (Pink) starts singing “Rhythm Nation," and all the penguins join in. Mumble (Elijah Wood) tap dances to “Knock You Out." Everyone sings and dances along with him. He tries to sing part of the song, and they all yell “Mumble!”, because he still sucks at singing. Three little penguin chicks sing “I’m Bringing Fluffy Back” to the tune of “I’m Bringing Sexy Back," The chicks are Atticus, British, and Erik, who is Mumble and Gloria’s son. The medley ends with Gloria singing “Nobody Loves Me Better Than You” directly to Mumble.

All the penguins are dancing together, but Erik isn’t joining in. Mumble asks him why not. Erik says, “Why dance?” Mumble says, “Give it a try and find out. No one’s going to laugh at you.” Erik tries to dance, spinning and spinning around, and he wipes out huge, landing on his head in a puddle and accidentally peeing straight up in the air. All the penguins burst out laughing at him. Mumble tries to comfort him, but he does a terrible job of it, saying things like, “I used to be weird when I was little, and people laughed at me too.” Erik runs and hides in a shallow crevice, in the ice.

Ramon (Robin Williams) is moving through the crowd of penguins, trying to find a female penguin to make an egg with him. None of the girls are interested because he’s short and funny looking. He gets depressed, and he jumps in the crevice with Erik, ostensibly to cheer him up. Instead, Ramon starts shouting that everything is terrible, and he’s leaving to find his old friends, the Adele Penguins. He gets out of the crevice, but Erik stays.

Erik’s little friends Atticus and British jump in the crevice with him. They say they’ll keep him company, so Erik’s parents Mumble and Gloria let him be.

Back to the huge iceberg, which has broken off and is now moving through the water scattering fish, birds, and a huge swarm of krill in front of it.

Gloria and Mumble go back to the crevice to check on Erik and see that he’s missing. Mumble thinks he ran off to follow Ramon. He wants to look for him, and Gloria says, “You’ll find a way to put things right, you’re a good dad.”

Back to the swarm of krill. There are millions of krill, all moving together so all you can see is a mass of orange. One krill asks, “Is that you Will?” The second krill says, “Of course it’s me.” The first krill says, “Well, we all look exactly the same.” The second krill, Will, (Brad Pitt), doesn’t feel the same. He believes he’s an individual, and he wonders what’s outside the swarm. The first krill, Bill, (Matt Damon), says there is nothing outside the swarm. The swarm is the whole world. Will believes if he swims against the swarm he’ll eventually find what else is out there.

Back to the three little penguin chicks. They’ve caught up with Ramon, and they want to go with him to Adeliland (where the Adele penguins live). They tell Ramon they are fugitives and rebels. They can’t swim through the water though, because they’re still too fluffy. Ramon is afraid to jump off a small ledge into the water, so he asks the chicks to push him. They oblige.

Back to Will. Will is swimming against the swarm of krill. Suddenly he sees what looks like a giant black hole in front of him. His friend Bill tells him to swim away or he’ll die, and Will says that’s just a story to scare the krill into obedience. Just as he’s about to be swallowed by what turns out to be a huge whale, Bill shoves him out of the way. Suddenly they are outside the swarm, and they can see the rest of the ocean for the first time. They can see that the krill are being eaten by whales, and Will realizes that all they are is “lunch."

Ramon is trying to swim to Adeliland, but he is chased by hungry seals, and he jumps back out of the water again. He and the chicks decide to walk to Adeliland instead. Meanwhile, Mumble finds their footprints and confirms that the chicks are with Ramon.

Ramon and the chicks find all the Adele penguins, and Ramon is reunited with his friends the “Three Amigos." He tells them that he’s looking to hook up with a girl, but they say there is a “lot more competition now." All the penguins are gathered around to listen to the penguin Lovelace (Robin Williams), who is wearing a colorful wool sweater. Lovelace is hyping up the crowd like a southern Baptist preacher. He’s announcing a new penguin in town, who appears atop a tall spire of ice. Ramon says, “Big deal, a penguin who’s not afraid of heights.” He’s jealous, because all the female penguins are crazy about this new guy.

The new penguin leaps off the spire and flies down to the ground. He has long feathers on his head, and a big orange beak that is cracked and repaired with metal sutures. He’s about to tell his life story to all the waiting penguins, but Ramon keeps interrupting him. The other penguins shove Ramon to the ground, but the new penguin Sven (Hank Azaria) won’t continue. Erik steps forward to ask him how he can fly? Sven asks what Erik’s name is, and tells Erik that where he comes from there are many brave warriors named “Erik." All the penguins start chanting the name Erik and Mumble hears the chanting and finds Adeliland.

Sven tells his story. All the snow and ice in his homeland was melting. He could fly, so he escaped through the stormy weather and hungry polar bears until he crashed into a big red ship. The ship was full of humans who nursed him back to health and fixed his beak. At the same time, Lovelace was caught in an oil spill, and the same humans fished him out and cleaned him up as well, dressing him in the sweater he is now wearing. Sven and Lovelace lived happily with the humans for a while. Lovelace particularly loved the human who played the electric guitar. But then Sven climbed up on some boxes and peeked through a window into the kitchen, where he spotted a bunch of rotisserie chickens cooking and witnessed their human friends eating drumsticks! Sven thought that was his and Lovelace’s future, so the two escaped from the ship. When Sven landed on the shores of Adeliland, a little patch of ice beneath his feet cracked and showed grass underneath. The penguins had never seen grass before, so they decide Sven brought the green because he’s mystical and powerful.

Now Sven tells Ramon that anything is possible through the power of positive thinking, or “Sven Think." He tells Ramon to use Sven Think to find his true love. Ramon tries it, but Mumble interrupts him. Ramon calls “Security!” and the penguins grab Mumble. When they pull Mumble out of the way, Ramon spots the most beautiful penguin he’s ever seen, Carmen (Sofia Vergara). He runs up to her and says, “You, me, egg?” She says, “You, me, fat chance.”

Mumble sees Erik and the two other chicks, and asks them to come home. Erik says, “I don’t belong there.” Sven interrupts them to say, “We have a saying where I am from: believe in yourself, because Sven believes in you.” Erik asks him, “Will I ever fly?” Sven says, “If you want it, will it. Believe in yourself.”

The three chicks follow Mumble back toward Emperorland where they live. Mumble says to Erik, “When things go wrong, running away is not the answer. It’s part of life to figure out who you are, why you are different.”

Cut to the krill Will and Bill, who are clinging to the giant iceberg. The huge berg crashes into Emperorland. Will decides that he doesn’t want to be on the bottom of the food chain anymore. He wants to evolve.

Mumble and the chicks are trying to walk home, but the landscape is different because of the iceberg collision. There is a narrow bridge of ice they will have to cross to proceed directly home. Mumble wants to find a way around it, but the chicks start to cross. When they are halfway across, a huge elephant seal blocks their way. Mumble asks the seal to back up to let the chicks cross, but the elephant seal Bryan (Richard Carter) says he never, ever, backs down or all the other elephant seals would steal his territory.

The chicks try to jump over Bryan, and he smacks them back. When Erik tries to go around him, Bryan hits him, so he flies over the elephant seal’s back and lands behind him. Now Mumble has to go forward, because he can’t leave Erik. He smacks Bryan, and the narrow ice bridge collapses partway, so Bryan is dangling over a deep crevice. Now Mumble can see that Erik is standing with Bryan’s two pups, who are calling for their dad. Bryan asks what he should do. Mumble says, “You’re not going to like this, but you have to back up.” Bryan tries, but the ice collapses entirely and he falls down in the crevice. His pups yell “Dad! Dad!” Bryan is still alive, but he’s hurt, and he can’t move. He calls up to Mumble and asks him to help the pups get home. Mumble decides he has to save Bryan. He tells the chicks to stay put, and one of the pups asks “What can he do? He’s just an ordinary penguin."

Meanwhile, Will the krill climbs up onto land and Bill follows him. Will sees a giant seal and decides that now that he’s evolved and a predator, he’s going to eat the seal. He takes a bite of the seal’s butt, but it doesn’t really work because he’s so tiny. He decides to climb to the seal’s head to try again.

Mumble walks down to the water. He swims underwater to the crevice where Bryan is trapped, but he can’t actually get through to Bryan, because there is a pane of ice between them. Mumble tries to break the ice, but it’s too thick. He swims back up to the surface and sees a seal asleep on the ice. Mumble starts taunting the seal, saying it should try to eat him. The seal keeps sleeping, so Mumble comes closer and closer, still taunting it. Suddenly, Will the krill bites the same seal on the ear, and it jumps awake and leaps after Mumble.

Mumble swims through the water as fast as he can with the seal chasing him. Mumble maneuvers so the seal plows into the pane of ice and breaks it. The seal lands on top of Bryan, and Bryan scares him off. Now Bryan can get out too, and he and Mumble climb back up to the kids. Erik shouts, “It worked! Sven Think!” He is giving all the credit to Sven, not Mumble.

Back in the water, Will the krill watches the seal swim away and says, “I let him go so he can spread the word to the others, tell them there’s a new predator in town.” Bill says, “You’re insane.”

Bryan thanks Mumble for his help and says, “I owe you one. Any time, any place, just ask.” Then he takes his pups back home.

Mumble and the three chicks are looking for their home, but they can’t find it because of the iceberg collision. Finally, they find Emperorland, but their home is completely changed. All their friends and family are trapped in a giant ravine created by the collision. They can see them and talk to them, but nobody can get in or out of the ravine.

The penguins beg Mumble to help them, to get food for their children. Mumble says he should go back to Adeliland to get more help. British says he is the fastest, so he’ll go. He runs off before anyone can argue. Mumble, Atticus, and Erik gather as much fish as they can to feed their friends.

As Erik is bringing in his fish, he tries to slide off a ledge so he can try flying like Sven. Mumble has to catch him before he crash lands, and he’s furious. He says, “Never do that again.” Erik says, “I can fly if I believe.” Mumble says, “You can’t fly, and all these people are trapped, and they’re going to die!”

Gloria hears Mumble yelling, and she tries to comfort Erik from below. She sings him the song “Only love can build this bridge of light.” As she sings, the trapped penguins are comforted, and they start to sing too. The sky fills with Aurora Borealis.

Back in the water, Bill wakes up and thinks he sees the swarm of krill. Instead, it is two giant orange jellyfish with their baby jellyfish. Bill says he always wanted a family with lots of kids. Will says he couldn’t afford kids, the birthday cards alone would kill him. Bill says they could start their own swarm. Will says, “We’re both male.” Bills says, “So what, we could adopt. You said to adapt!” Will says, “No way, I’m a predator now.” Will starts to take off, but Bill follows him saying, “You’re all the swarm I’ve got now.” Will says fine, they can stick together, “But no hanky panky.”

Back on the ice, Erik and Atticus are trying to drag fish to the trapped penguins when a huge flock of scavenger birds attacks them. They dive into a shallow crevice in the ice, and the birds peck at them. The scavenger birds taunt the trapped penguins and tell them that they are going to eat their carcasses when all the penguins starve to death. The old penguin Noah (Hugo Weaving) tries to give the trapped penguins a big motivational speech, but the scavenger birds drop a load of poo on his head.

Erik and Atticus are still trapped in the crevice, until Mumble scares off the birds. British comes back too, and he’s brought the Adele penguins. The scavenger birds fly away, for now.

Ramon has come with the other Adele penguins, and he is still trying to woo Carmen. He lies across a puddle so she can walk over his back, but she still won’t give him the time of day. Mumble thanks Carmen and Lovelace for coming to help, and they say it was really Sven who brought everyone.

Sven organizes all the penguins into an assembly line, fishing and throwing the food down to the trapped penguins. Mumble tells Sven “My wife is down there. I know she won’t eat until everyone else is full. Will you bring a fish especially for her?” Sven sees how pretty Gloria is, and he flies to the water to get her the best possible fish.

In the water, Bill is singing “We Will Rock You," which is annoying Will. Will sees all the penguins fishing and says, “It’s a predator convention!” Bill tries to stop Will from swimming straight into the fray, and Will says it’s time for them to split up. Bill is upset, but immediately Will gets snatched up by a penguin. Bill tries to help him, but it’s too late.

Sven flies down to Gloria with a mouthful of fish. He passes the fish directly from his mouth to hers, trying to be sexy. Gloria is not interested. As he passes her the fish, Will the krill falls out of Sven’s mouth onto the ice.

After Sven flies away, Gloria and Mumble laugh about his attempted seduction and the funny snorting sound he makes because of his wonky beak. Erik says, “You shouldn’t make fun of someone because they’re different.”

Suddenly the penguins see a big red boat out on the water. They ask Sven to get help from the “alien benefactors." Sven remembers the roasted chickens and hides instead. Lovelace isn’t afraid, and he climbs on a tall ice spire to attract the humans' attention. He starts jamming on top of the spire. Over on the deck of the boat, one of the humans catches sight of Lovelace through his binoculars. He runs and grabs his electric guitar, and starts playing. Lovelace jams along to the music.

The humans come ashore with their snowmobiles. They can see the penguins are trapped, and they start constructing a snow ramp to allow the penguins to climb out of the ravine. Will the krill almost gets flattened by the humans a bunch of times, and he finally lands on top of somebody’s head. Will sees his own reflection in the human’s snow goggles and thinks it’s Bill. It makes Will misses his friend.

Before the humans can make much progress, snow starts falling. A huge storm is rolling in. The humans are forced to leave, and the penguins huddle together to stay warm. When the snow clears, the humans are gone. Sven says the sea has frozen, and the ship will not be able to return. The Adele penguins say that now that the water is frozen, they’ll have to go far away to get food. They can’t help the Emperor penguins anymore.

Erik begs Sven to stay. The desperate Emperor penguins are trying to slide off a ramp and fly through the air to escape. Erik asks Sven to teach them to fly. Sven is about to make a confession, but he stops himself. As the penguins launch themselves through the air, he tries to buoy them up, to help them fly, but Sven and the fattest penguin simply crash into the side of the ravine. Mumble notices that when they crash, it causes snow and ice to tumble into the ravine.

Sven gets up, defeated. He admits that he is not actually a penguin at all - he’s a puffin. He was so lonely when he lost his homeland that he pretended to be a penguin, because it was so nice to have a family again. He flies away, miserable.

Mumble taps his feet against the edge of the ravine. More chunks of snow and ice fall. Mumble calls to the Adele penguins and asks them to stomp along the edge of the ravine. Erik starts stomping too, and bigger chunks of ice tumble into the ravine. As a particularly large chunk falls, Erik, Carmen, and Lovelace tumble right over the edge. Mumble grabs a thread from Lovelace’s sweater, and the sweater unravels. Carmen and Lovelace fall in the ravine, but Erik grabs the other end of the thread and Mumble manages to haul him up again.

When Ramon sees that Carmen has fallen into the ravine, he jumps over the edge to join her. Carmen says, “What are you doing, now you’re trapped too!” Ramon says, “I’d rather be with you for minutes than live for years.” Carmen says, “I never realized it before, but you are beautiful.”

A massive chunk of ice is ready to fall off the edge of the ravine, but the penguins are too tired and sore to keep stomping. Sven returns and offers to help Mumble lead the penguins. He shows them a dance from his homeland. At first the penguins boo Sven, but soon they join in. Still the ice won’t fall.

The stomping knocks Will into a crevice. He falls all the way through the iceberg to the water below. It is dark and lonely under the iceberg, and Will is miserable and misses his friend. Suddenly Bill appears behind him. The rest of the swarm are there too. Bill says he decided Will was right: the krill do need to evolve. They have moved beneath the iceberg where there are no predators to eat them. Will is still not convinced. He says, “What difference can one krill make?” Bill says, “You’ll see.”

Meanwhile, Mumble has gone to get help from Bryan, the elephant seal. He finds Bryan in the middle of a territory dispute. Mumble begs Bryan to come help the penguins, but Bryan says it’s not a good time. When Mumble presses him, Bryan says, “Look after your own kind." Mumble says, “If I thought that way, I’d have left you to die.” Bryan says, “Clear out, before I turn carnivore on you.”

Erik has followed Mumble, and he yells, “This is so unfair!” Erik starts singing an opera song about all the lessons his father has taught him. He says Mumble is his hero, and you don’t need to fly to be awesome. Mumble is really happy, and the elephant seals are touched. They decide to help the penguins.

Mumble shows the elephant seals where to stomp, but the seals don’t think his plan will work, the ice is too thick. The penguins sing an “Ice, Ice, Baby” / “Under Pressure” medley, and the seals dance and stomp along with them.

Under the ice, Will hears the stomping. Bill asks, “What are they doing?” Will says, “It’s a momentary relief from the existential terrors of existence.” Bill says, “Huh?” and Will says, “It brings out my happy!” Will starts stomping on the bottom of the ice, and all the krill join him.

Bryan says, “Sometimes you have to back up to go forward!” and he backs up to do a huge running stomp on the ice. Mumble invites Sven to stomp along with him, saying, “Every little bit makes a difference.” All the trapped penguins are dancing and singing along with them. Under the ice, Will does the last stomp that finally brings down the huge chunk of ice. The ice tumbles into the ravine, forming a ramp back up to the top. The Emperor penguins are finally able to climb out, and everyone is reunited.

Gloria, Mumble, and Erik are together at last. Mumble thanks Bryan for his help, and Bryan says, “No worries.” Mumble repeats, “No worries,” as he hugs his family.

The last shot is the family embracing. This image is reflected in a single droplet of water as the credits roll.


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