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The evil genius Karl sets out to destroy King Julien. When both Clover and Maurice are captured, King Julien must save them from his new nemesis.

This marks Karl and Chauncey's first appearance.



It is Franksgiving, a day where every lemur writes a wish in a rock intended for the great sky god Frank. The wishes are then sent to Frank in a hot air balloon which is released. As many lemurs begin writing wishes, Julien struggles to think of what to write. He eventually decides to write "surprise me" on the rock. After Maurice warns the crowd that they may only put one wish in the basket, Julien is ready to release the full balloon. However, right after Mort cuts the rope, Julien is whisked away into the sky by his feet. The rope had somehow tightened around one of his feet, pulling him up with the balloon. However, Clover is quick to save him, perfectly calculating how to launch herself at the flying balloon. After moments of panic, Julien is delighted to see Clover speeding towards him. She quickly bites the rope and frees his foot. However, the two suddenly stop in mid-air, and begin a rapid descent down to the ground. Mort, prepared to do anything for his king, offers himself as a cushion to land on. The two falling lemurs collide with Mort, crushing him flat. After making sure he is alright, Julien claims that the gods were merely having fun with him. However, Clover, being incredibly intelligent, quickly notes that the vine is indigenous to the kingdom and could not be from the gods. Julien dismisses her and calls the kingdom for a water slide party.

At the water slide, Julien slides down a slide with no water. He shoots into the pool, but the pool too has no water. Head stuck in the ground, Julien tries to scream for help. Clover is quick to his rescue yet again. After pulling him out, she tells Maurice she is skeptical of the day's events. Maurice asks the king if he has upset anyone lately. He shakes his head in confusion. He rephrases, until the king claims that he has done nothing wrong, and that his citizens love him. Still skeptical, Clover says she should stay close to him for security purposes. He refuses and goes to shower off the mud left in his fur. Sighing, Clover and Maurice decide they should send someone to watch Julien for the rest of the day. They choose Mort, as the king will not suspect he is there to watch him. The two gently convince Mort to follow Julien in secret.

Mort begins his mission, following the king as he takes a walk through the jungle. After saving from a carnivorous plant, Mort follows Julien to a large bowl of fruit. As Julien is about to take a bite, Mort stops him. He says he worries the fruit might be poisoned. Julien nudges him aside at first, but then allows Mort to try it first. Mort eats the fruit and vomits. Now convinced that something might be off, Julien sets a trap with Mort as the bait. When Mort returns, he is holding a bomb, which then explodes. Julien is now scared that someone is out to hurt him.

Later that night, Julien tells Clover to check his room for any more traps. She finds nothing, and soon leaves to find Mort. Julien barely blows out his candles before a voice is heard and his candles flicker back on. The voice says that he has been searching for Julien for a long time. Julien first mistakes the voice for his conscience, but soon realizes it is another animal. The fanaloka next to him reveals himself as Karl. He says he will not harm Julien yet, and that he has heard many tales of his exploits. Scared, Julien tries to scare him off, but Karl tells him that they are locked in a never ending battle as arch enemies. He says that he will leave Julien alone, for now. He leaves, flickering the candles again. Julien screams.

The next morning, Julien explains what happened to Clover and Maurice. Clover asks to go and fight Karl herself. When he says no, she convinces him by saying she can kill 45 different ways with her teeth alone. Finally, Julien let's her go.

Clover chases after Karl, but is stopped by surprise by Karl himself. He tells her that he already knows a lot about her. Angry, Clover says she has had training and prepares to fight him. The two run at each other, before Karl is surprisingly able to tie her up. He says he will not harm her.

Later that night, Karl appears in Julien's bed again. He says he "passed his test", and that he has Clover hostage. At first, Julien tries to deny all knowledge of her, but Karl reassures him he has not hurt her. He proceeds to offer Julien a laminated brochure of his lair, complete with directions. Karl then leaves, flickering the candles again.

The following morning, Julien sends Maurice off to Karl's lair. Again, Karl appears to tell Julien he has captured Maurice, and gives him another brochure with a final warning.

The next day, Julien and Mort decide to find Karl themselves. Julien ties Mort to a stick to trigger any of Karl's traps, but is taken by surprise when he is launched into a fallen zeppelin by a panel on the ground. Mort screams for Julien. Julien crashes into a seat inside Karl's zeppelin. Karl is there already, drink in hand and expecting his visit. He greets Julien, and tells him he wants to savour this moment. Afterwards, Karl starts to tell him why he wants to destroy Julien. As a child, he was never taken seriously, unfavoured by his parents. Wrapped up in his own story, Karl does not notice Julien sneak off to rescue his friends.

In another room, Clover struggles underneath some tight ropes. Maurice, beside her, tells her not to count Julien out yet, he may still beat Karl. Clover says that is nonsense. However, to her surprise, Julien shows up. He unties the two and they head outside.

However, as they escape, they are greeted by Karl, who is standing with a large weapon in hand. Karl praises Julien for distracting him, but tells him that now he will destroy him. At first, Clover bravely stands in front of the king, but backs away a little as Karl readies his weapon. Just as he is about to fire, a large hot air balloon crushes him. A certain rock, with "surprise me" scribbled on it, rolls to Julien's feet. Julien picks it up and laughs, as the gods have answered his wish.