The humanoids and Circus humanoids sat in the train as it chugged toward Rome. The penguins took charge of the train, and they were having lots of fun.
As the train picked up speed, they pulled whistles and opened steam valves. Meanwhile, Jewel and the lemurs bounced along the train cars. Wanting to explore, Julien and the others jumped into a box car.
King Julien: Hey, this is not first class.
Maurice: Definitely coach.
As Jewel, Julien, Maurice and Mort walked around the car, they saw that the walls were covered in giant claw marks. Metal hooks dangled from the ceiling.
Mort: La la la la la la la...
King Julien: Mort! Stop it!
Mort: Hee-hee-hee-hee-hee-hee...
Jewel whimpered. She didn't like to see this happening... Suddenly, they stepped on something crunchy. Looking down, they saw fish bones and heads littering the floor. Screaming, they jumped back in fright. What kind of place is this?
Then they heard a low grumble and saw a pair of glowing red eyes in the corner of the car. Shaking in fear, Jewel and the lemur humanoids watched as a huge black bear emerged from the shadows. Jewel carefully picked up a fish head before she felt the bear's claws. She looked up and gasped. She whimpered as she shut her eyes, curling her body into a ball. She opened her eyes and saw the bear looking at her. Jewel whimpered but the bear sniffed her gently. But this wasn't any bear. It was a circus bear with a pink bow on her head. Instead of running away, Julien gazed at the massive beast.
King Julien: Hey, gorgeous. Has anyone ever told you that you look like a supermodel? Albeit a fat, hairy one who smells.
In response, the bear picked up Julien in her mouth. Then she pulled on the back and started to bob for fish.
Julien: You have a very hairy back. l like that in a woman.
The bear growled happily.
Inside the Colosseum of Rome, a big circus tent was set up. Customers line to buy their tickets, excited to see the show. Mason, who wore clown makeup and a fake nose, took the money and handed the people their tickets. A few were surprised at the ticket taker's hairy hands but this was the circus after all. Mason passed the money at work. Kowalski poured the money into Rico's bag and then took out rolled up bills.
Skipper: What a dump! lf they want to attract a decent sports team, they should bulldoze this rat trap and invest in a new arena.
As the chimps and penguins were working the sales, the larger humanoids strolled around backstage.
Alex: The Colosseum, Marty! The original theater-in-the-round. You know, my ancestors used to perform here.
Marty: No kidding!
Alex: Yeah. Every show had a captive audience. Apparently, they killed.
Marty: Sounds like a great gig!
Marty and Alex opened a curtain and continued walking through the backstage area, which was bustling with activity as the animals got ready for the show. All around them, the circus folk are putting their costumes up and warming up their act.
Stefano: Trenta minuti, everybody! Trenta minuti!
Marty: This is so exciting!
Alex: Remember, we just lay low. Stay out of the way. Let them do their thing.
Marty didn't answer Alex, he was too busy looking at a group of little terriers dressed in top hats and chiffon dresses.
Marty: Aw... Would you look at this? You gotta go back in your momma's belly, 'cause you're too cute to be out here in the real world.
Freddie: Oi! Naff off, you muppet!
Another dog pulled out a chain, another whipped out a switchblade and another broke a bottle and held it out threatening Marty.
Marty: Whoa! What the...
Alex: Marty, they're professionals. Come on.
Marty: Whoo! You look gorgeous!
Alex left Marty behind as he went to address the elephants.
Alex: All right, animals! We may be your new owners, but we don't want to reinvent the circus wheel here, so just go out, do what you do! Just think of this as a fun warm-up for that promoter in London. Right, Marty? Mar-Marty?
Then he spotted Marty. He was with a group of white mares.
Marty: l want to be a circus horse!
Horse #1: We could paint you white!
Horse #2: And then paint you pink!
Misty: That's good! Try and paint my stripes pink/
Marty: Awesome!
Alex: Not laying very low, are we, Marty?
Stefano was looking around for Sonya the bear.
Stefano: Sonya! Where is the bear? Sonya! We're about to start!
Alex sighed and kept walking through the backstage. He passed Vitally who was leaning against the tent pole and eating a bowl of borscht.
Alex: Hey, Vitaly! Got your game face on.
Vitally snarled in response.
Alex: Good game face. What is that cat's problem? "I'm a mean Russian cat who isn't nice to anybody."
Alex spotted Gloria and Melman. Melman was trying to juggle bowling pins and Gloria was wearing Sonya's tutu and dancing in a front mirror.
Melman: Hey, honey, look! Look, I'm doing it!
Gloria turned to look at Melman who dropped the pins.
Alex: Guys, stop fooling around.
Melman: We're just having a little fun.
Alex: Let's let these animals do their show.
He stopped when he saw Marty wearing a ridiculous clown outfit.
Marty: Ta-da! Da-da da-da-da-da-da-da, circus! Da-da da-da-da-da-da-da, Afro! Circus Afro Circus Afro Polka dot, polka dot, polka dot, Afro!
Alex: Really?
Stefano ran past shouting Sonya again.
Stefano: Sonya! Where is Sonya the bear?!
The only one who knew to find Sonya was Julien. That was because he was with her. Julien and Sonya were having a blast riding around Rome. Julien stole the Pope's ring and presented it to Sonya. Then they traveled through ancient columns.
King Julien: l want to kiss every inch of your huge head. lt may take me a number of weeks.
He leaned forward but before he could make his move, they rumbled down a set of stairs. He lay face first beside Sonya.
Julien: That was heavy.
Sonya sat up, held out the broken pieces of her trickle and started to cry.
Julien: Don't cry. Stop crying! lt makes me cry to see you cry, my darling. l will get you something even better.
Julien led her to a fancy motorcycle store. They hopped on a Ducati bike and roared out of the dealership. Sending people running in fear.
Julien: Hey, you can buy love.
As Julien and Sonya explore Rome, Misty looked around at the back stage, making sure that all the humanoids were ready for the show. She looked around and saw Gia behind a screen.
Gia: Ladies and gentlemen, presenting Gia, the trapeze-flying jaguar! And there she go. The triple-flip roll with a double leap, and...
Misty leaned in and watched her and practiced her act. Then she tore the screen and fell at Gia's feet.
Gia: What are you doing?!
Misty: That's just paper.
Gia: Were you spying on me?
Misty: No, no, no! l just came by to say that l don't want you to think... Ah!
She fell through another piece of paper screen and fell to the ground again.
Misty: l don't want you to think of me as some sort of authority figure.
Misty leaned up against a rock of hanging rings and pulled the whole thing down.
Gia: Don't worry. l don't.
Misty: You don't? Oh.
Gia: Not at all.
Misty: Well, the other circus animals might find me a bit intimidating.
Gia: No. Nobody is intimidated at all by you.
Misty: Oh, good stuff. Good. Good news.
Gia: ln fact, l do not think they have given you a second thought since you showed up.
Alex: That's good to hear.
Gia: lf anything, they're starting to feel sorry for you.
Alex: OK, l get it. OK? Oh! Ah!
She fumbled the rings and one fell from her hands.
Gia: Ah! ls there more?
Misty: l just wanted to thank you for letting us get on the train back there. l know the big cat with the accent...wasn't so excited about us getting on. Ah!
Gia threw a hoop around Misty's neck and pulled her close.
Gia: Look, Tiger girl. This circus means everything to us. And if you do anything that threatens this circus, you will have to answer to me. Capisce?
Misty: l capisce, cool. Trust me, we're cool. Ah! Woah!
She leaned against a cable wire, and the wall collapsed. As the wall fell, her leg got caught in a rope and she swung up. But before she could fall, Gia caught her.
Marty: You call this laying low?
And with that, Gia dropped Misty down.