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"It's what's on the inside that counts. After all, 'Charm is deceitful and beauty is vain, but a person who obeys the Lord will be honored.' Am I right, people?"
— Michelle
Invasion of the Body Swappers!

Tom Bancroft


Kirby Atkins

Music by

Kurt Heinecke


February 16, 2008


23 minutes

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Invasion of the Body Swappers! is the tenth and final episode from the first season of 3-2-1 Penguins!.


Michelle is reading a magazine and Jason is playing hockey indoors. Michelle asks Grandmum if they can go to the store later to buy some lip gloss. She wants the lip gloss because she wants to look as pretty as the girl in the magazine. Grandmum answers that lip gloss won't make her look like the magazine girl. She assures Michelle that she looks fine just the way she is. Michelle responds that she doesn't look good at all. Grandmum reassures her that she is beautiful on both the outside and inside, but it's inside that matters most. She quotes the verse, "Charm is deceptive and beauty is vain, but a woman who obeys the Lord will be honored." She is about to explain what that means when her kettle starts to whistle and she leaves. Jason and Michelle then get galeezel aboard the Rockhopper for another mission.

Aboard the Rockhopper, Zidgel recaps how they negotiated a land-for-peace deal with the Belly Buttonians and the Lint people in the Naval Crater on Planet Epidermis. When Midgel and Michelle ask where they're going next, Zidgel answers that they're going to the Miso Guapo Convention, the annual gathering for all users of Miso Guapo Hair and Skin Care products, in Sector 9. Zidgel is expected to give the keynote address this year due to Miso Guapo thinking that he perfectly epitomizes the Miso Guapo standard of physical perfection.

In her room, Michelle is complimenting how good Miss Pretty Pretty looks before one of her eyes falls out. Jason enters the room and notices this. He doesn't understand why Michelle's doll is named Miss Pretty Pretty when she is a rag thing and her voice chip stopped working. Michelle tells him that she's had her for a long time and she's a really good friend. Midgel arrives and tells Jason to ready the ship. Midgel then asks Michelle if everything is alright. Michelle asks if he thinks she's pretty. Midgel answers that he doesn't know about that kind of thing. To him, the prettiest thing in the world is the Rockhopper. Michelle then enters the main room and encounters Fidgel tweeking the galeezel device. She asks him if he thinks she's pretty. Fidgel responds with a quote of his mother's, "Pretty is as pretty does." He thinks his mother was the prettiest woman in the world.

Back in Michelle's room, Zidgel waltzs in and sings about how handsome he is. Zidgel asks Michelle if she thinks he's handsome. Michelle answers that she does. She asks if he thinks she's pretty. Zidgel answers dismissively that he does. Back at the main room, Fidgel is preparing to test the tweeked galeezel on Kevin. However, Zidgel walks in and gets affected by the galeezel. This causes Kevin and Zidgel to switch bodies. Zidgel panics when he finds out about this.

At the Comet Lounge, Sol comments about out of all the fixes they've been in before, this one takes the cake. Zidgel asks Fidgel how much longer on the galeezel since he's supposed to be at the convention in an hour. Jason points out that it's going to take longer than that. Zidgel tells Kevin that he has to give his keynote address due to being in Kevin's body. Sol tells him that even though he and Kevin switched bodies, it's still him on the inside. Zidgel responds that he doesn't understand, the Miso Guapo conventioneers have a very high standard on physical appearance.

Meanwhile, Cavitus has arrived at the convention, wishing he could be one of those who are attending. He plans to take all of the Avocado Body Balm. When one of his minions asks him why he would want mashed avocado, Cavitus answers that taking the Body Balm will make himself better looking.

Over at the convention, Michelle gives the captain's speech to Kevin and tells him to do it word for word. Miso Guapo then comes up on stage to introduce Captain Zidgel. Aboard the Rockhopper, Zidgel is hoping that Kevin doesn't mess this up. He asks Fidgel how is it coming on the galeezel. Fidgel answers that it's coming and to have patience. Zidgel then works hard to get Kevin's body in shape. At Cavitus' ship, when Cavitus notices Kevin at the convention, he adds taking him to his overall plan.

Back at the convention, Michelle walks up to an alien saleswoman who asks her if she wants to be pretty. Michelle answers that she does. The alien saleswoman tells her that her hair needs to be poofier and she needs to get rid of Miss Pretty Pretty. Michelle does so before her makeover begins. Meanwhile, Kevin is giving Zidgel's speech when he blows his beak into the paper that the speech was on. Kevin then attempts to do the Penny Volcano Trick, which Zidgel does with success. Miso Guapo reveals his Avocado Body Balm and offers free samples to everybody. However, Cavitus fires the tractor beam in order to take all of the free samples and Kevin as well. Zidgel notices Cavitus and orders Midgel to go after them. Midgel tells him to give him the keys. At this moment, Zidgel realizes that the key are in Kevin's pockets in his body. When Kevin is aboard Cavitus' ship, Cavitus attempts to gloat, but Kevin doesn't respond.

At the convention, Midgel lets Michelle know about their situation. She tells Miso Guapo to do something about it, but he dismisses her concerns due to him paying more attention to how one looks on the outside. Michelle then tells him that if they don't do the right thing, it doesn't matter how one looks.

When Michelle walks up the stage, she immediately straightens her hair before she speaks. She tells the conventioneers about her doll Miss Pretty Pretty. Her grandmum gave the doll to her when she was two years old. She's been Michelle's best friend for a long time. When Miso Guapo tells her to get a new best friend, Michelle replies that although she might not look like much, her beauty is how she makes her feel. After she pulls out the sound chip, it starts to work again. Michelle then repeats the verse that Grandmum told her. Miso Guapo apologizes to Michelle for his behavior and offers some help. Michelle asks if she can borrow the Zidgel cardboard cutout.

Aboard Cavitus' ship, Cavitus tries to make Kevin speak up when Zidgel speaks. When Cavitus asks how Kevin is able to speak without moving his beak, Zidgel turns his attention to the cardboard cutout. He claims that Kevin is just a decoy. Cavitus points out that his beak isn't moving. Zidgel replies that he does that a lot. Enraged, Cavitus releases Kevin and a couple of the free samples.

Back at the Comet Lounge, Zidgel feels glad to be in his own body again. Michelle says that Miss Pretty Pretty taught her a lot, like the proverb Grandmum told her. Sol reminds Michelle that good looks don't last, but kindness, love, and friendship do. Zidgel then decides to not endorse Miso Guapo products anymore due to his allergy to avocadoes.

Later that night at Grandmum's cottage, Jason and Michelle thank God for another day and another lesson. Michelle tells God to help her remember that it's on the inside that counts, no matter what she sees on T.V. or any magazine. In outer space, Bert complains that the body balm doesn't do anything. His minions then decide to give him a bath.


Preposterous! Maybe in my suit of armor, I meet the proportional requirements to be considered handsome, but inside, I'm still only a small pudgy vermin!

- Bert Bertman

Fun Facts


  • The verse quoted is "Proverbs 31:30."


  • This is first time we see Kevin without the hood he normally wears.
  • Zidgel stating he's allergic to anything avocado is somewhat odd, considering he had avocado in his hair before and didn't had a reaction from it. Also, he stated before that he ate guacamole before.
  • It is never explained how Cavitus grew back after being shrunk in his last appearance.

Real-World References

  • The episode title is a parody of "Invasion of the Body Snatchers."

Episode Transcript