"Zidgel! Midgel! Pumpkin-headed kids! This is Jason! Listen! You have to stop complaining! You've turned into 'seeds of discontent' - and it's spreading to everyone around you! Start thinking about all the things you have to be thankful for! Then do everything without complaining or arguing, and in this crooked world, you'll shine like stars in the universe!"
— Jason echoing Grandmum's verse
The Amazing Carnival
of Complaining

Ron Smith


David Pitts
Jon Gadsby


Phil Vischer (story)
Mike Nawrocki
Ron Smith
Tom Owens

Music by

Kurt Heinecke
Adam Frick


Chordant Distribution


November 16, 2001


33 minutes

Previous episode

The Cheating Scales
of Bullamanka

Next episode

Runaway Pride at
Lightstation Kilowatt

The Amazing Carnival of Complaining is the third direct-to-video episode for 3-2-1 Penguins!


Jason is thumb wrestling himself in the table, feeling bored. After a while, he gets bored of thumb wrestling and decides to play with the chicken teapot cover and pretend it's the "Forty-Foot Chicken" in an attempt to bring the Penguin figurines to life. He asks the Penguins to get him out of the cottage. When no answer comes from the figurines, he reads a comic book about Space Camp and eats a grape. He crunches into a seed and comments about it. Grandmum hears him say "seeds" so she offers Jason to join her and Michelle out in the garden to plant pumpkin seeds. She lists what the pumpkins could be used for and Jason gets disgusted at what kinds of treats she says. Michelle asks if it's too bad the video game's busted. Jason then proceeds to complain how there's nothing to do at the cottage and how much he'd rather be at space camp. After Jason finishes complaining, Grandmum tells him that isn't a way to look at things. She asks if he knows what the Good Book says about complaining. "Do everything without complaining or arguing, so that you become blameless and pure, children of God without fault in this crooked world in which you shine like stars in the universe," she quotes. She informs Jason that if he doesn't control his complaining, it'll spread to everyone around. And that he'll be a seed of discontent. She asks Jason if he'd rather be a grumpy seed or a shining star. She then reminds him that she and Michelle will be out in the garden if he changes his mind.

After Grandmum and Michelle go outside, Jason asks himself why anyone would want grapes with seeds. He then shoots a grape at the spaceship, causing the spaceship to start flying. Zidgel tells Jason that they need his help once again. Jason gets all excited until Fidgel points out that the aliens just had the batteries in backwards, enabling them to shave again. Due to this, the mission is canceled. Midgel comments on those aliens are so fuzzy that if they don't shave their noses once a day, they risk suffocation. Jason is disappointed at this news because he was hoping to get out of there. Kevin thinks what Jason said is a good idea. Fidgel notices that they now have the day off. Zidgel comments that it's carnival season. Jason and the Penguins start listing places where they can go, like the Stockpod Races, the zoo, the botanical gardens, the derby, the symphony, Comic-Con, Madison Square Garden, the magic shop, and the hardware store. They eventually unanimously agree to go to the carnival. Zidgel gives the rest of the crew their orders, Fidgel to get Jason aboard the ship, Midgel to get them out of there, and Kevin to just turn the page. Fidgel galeezels Jason and Midgel flies the ship off into outer space.

Flying the ship, Midgel welcomes the passengers aboard Fun-Flight 3-2-1 and announces that their flight attendant will be serving refreshments shortly and tells them to sit back and enjoy today's on-board entertainment. The "on-board entertainment" is Fidgel playing his ukulele and singing "The Seats on the Ship." After Fidgel finishes singing, Kevin serves Zidgel and Jason some pumpkin pie and seedless grapes.

Midgel soon announces that they're coming up on Planet R&R and the Carnival Moon. He then ejects a set of wheels for the landing gear. After he's done so, he tells Jason that since he's been using his head, he's got the landing gear worked out. The ship's landing starts out well at first, but crashes into where it was supposed to land.

At the Carnival Moon, Uncle Blobb is about to begin his song and train ride with some pumpkin-headed kids when he sees Jason and the Penguins at the carnival. He rushes over to greet them. Zidgel greets him back and says that they came for a day at the carnival. Kevin adds that they got a day off. Zidgel asks if Uncle Blobb minds if they join him. Uncle Blobb answers that he doesn't mind and shows them the train that they will ride. He then searches the train for some Blobb-Toppers, but finds only two due to the pumpkin-headed kids wearing most of them. He hands them over to Zidgel and Midgel, who put them on.

Uncle Blobb starts his song and train ride. On their way to their destination, the passengers notice the Whirl-A-Tron and quickly get the desire to get on it. However, just after Fidgel, Kevin, and Jason get on the ride, Uncle Blobb turns on a switch that activates the Blobb-Toppers and discourages the passengers who are wearing them, including Zidgel and Midgel, from riding the Whurl-A-Tron by telling them that it is old and cheap.

While Jason, Fidgel, and Kevin are having fun riding various rides at the carnival, Uncle Blobb convinces the other passengers to complain how bad the carnival is. Zidgel and the pumpkin-headed kids get convinced that the Bouncing Spin is just a boring ride for little kids. And Zidgel comments that if he wanted to get dizzy, he'd do some long division while Midgel is driving. Jason, Fidgel, and Kevin notice that the other passengers aren't happy and wonder why they're not having fun.

Meanwhile, the other passengers arrive at their destination, Fun House. As soon as they step off the train, Zidgel and a pumpkin-headed kid ask when the fun will start. Uncle Blobb notices that the passengers are dissatisfied and reassures them that he saved the best ride for last. He informs them that since space is tight, they'll have to go in one at a time.

Jason, Fidgel, and Kevin notice a pumpkin-headed kid entering Fun House and decide to investigate what is going on. They sneak towards Fun House and have Jason look inside it. Jason sees a robot clown named Bizzmoff the Amazing Juggler ask a pumpkin-headed kid if he had fun at the carnival. The pumpkin-headed kid angrily retorts that he didn't. The minute he yells that, he turns into a seed of discontent and Bizzmoff grabs him with his robotic arm and transfers him to a room where a large machine would attach a rocket to the canister. Jason sees all of this happening and tells Fidgel and Kevin to get into Fun House and stop all this from happening. They enter the room where this process is happening and see a window open to reveal Planet R&R. The canister with the seed gets transferred to where a robot will start the rocket engines to make it fly off to the planet. Jason hears another pumpkin-headed kid get turned into a seed of discontent and goes to the machine's controller, which looks like an arcade game. He pulls a few levers and presses a few buttons, deactivating the machine and stopping the process.

However, Uncle Blobb notices Fidgel and Kevin in the room, but not Jason since he hid behind the arcade game. Uncle Blobb asks them if they're looking for Zidgel and Midgel. Fidgel and Kevin quickly yell at Zidgel and Midgel to stop complaining since they're in danger. Uncle tells them that they can't hear them no matter how much they yell. He then reactivates the machine and uses it to throw Fidgel and Kevin into case that looks like an apple. After he's done so, he asks himself where Jason went. Fidgel and Kevin demand to know what Uncle Blobb did with their friends and the kids. Uncle Blobb explains that he's a businessman and he makes his fortune by depopulating planets. He points to Planet R&R and says that it'll undergo a mass exodus. He explains why by saying that he turns carnival goers into seeds of discontent. He presses a button that sends the seed of discontent to the planet. He also says that a steady supply of willing participants is all he needs. On his way to the planet, the seed of discontent complains that he is going too fast and he can't see. Uncle Blobb goes on to explain how the seeds' discontent will grow and spread and will soon make the native population so miserably gripy, making the planet uninhabitable and evacuation necessary. Of course, only at the request of his clients, who pay him quite handsomely. Uncle Blobb calls his scheme perfect since nobody wants to be around a complainer. After the planet is depopulated, the seeds will be disposed of and a whole new world will be available for redevelopment. Kevin is horrified when he realizes what Uncle Blobb meant by "dispose of."

Uncle Blobb notices that the depopulation of Planet R&R is already happening. He sees someone leaving the planet and encourages them to keep griping. He then listens carefully to see who'll be turned into a seed of discontent next. Zidgel turns out to be next to turn into a seed of discontent. When one of the machine's arms grabs the canister that Zidgel is in, Jason jumps up, grabs the canister, and pulls on it in an attempt to free it. Uncle Blobb notices what Jason's doing and tells him not to bother since the machines are too strong. Fidgel says there has to be a way to rescue Jason. Kevin suggests using the galeezel.

Meanwhile, Midgel says that the carnival is the worst place ever and turns into a seed of discontent. Kevin grabs the galeezel and fires it at Jason, but the galeezel claw activates the rocket on Jason. Due the rocket activating, the machine spins around faster until Jason breaks free of one of the machine's arms. He flies quickly around the room and uses the robot with the hammer to break the apple-like case from the machine. As the case is bouncing, Fidgel grabs one of the machine's arms. While flying around, Jason grabs the microphone that Uncle Blobb has. As Uncle Blobb runs to get his microphone back, Fidgel goes to the arcade game. When he notices that Zidgel is about to blast off the the planet, he acts fast by pulling a few levers and tries to grab Jason. As Uncle Blobb goes on the moving path, he notices the case that Kevin is in and tries to run from it. Fidgel uses the machine's arms to grab Jason and remove his rocket. He notices that Planet R&R is nearly overcome by the seeds of discontent. He thinks he should have a look inside to canisters to see what's causing it.

However, Jason tells Fidgel to put him down and he thinks he knows the answer. Jason uses Uncle Blobb's microphone to tell Zidgel, Midgel, and the pumpkin-headed kids to stop complaining since they turned into seeds of discontent and their discontent is spreading to everyone around them. He tells them to start thinking about all the things they have to be thankful for. He then repeats the Bible verse that Grandmum told him earlier, hoping to restore the planet. It works, since the planet is being restored to its former condition. Jason encourages them to be thankful for everything.

Midgel says that he likes the aroma of electrified helium-neon gas. Fidgel uses one of the machine's arms to shake Midgel out of the canister, turning him back into a penguin. Zidgel says that being a seed encased in a canister and suspended in space by laser beams isn't so bad. This turns him back into a penguin. He then comments that they've got themselves a fine day. When he notices Uncle Blobb trying to sneak away, he orders Fidgel to grab him. Uncle Blobb requests for Zidgel to let him avail himself of the facilities. Zidgel reluctantly allows him to do so, but tells him to make it snappy. Uncle Blobb enters the outhouse rocket and flies in it to escape.

Aboard the ship, Zidgel recaps how the pumpkin-headed kids were returned to their original condition, a little wiser and a lot shinier. After waiting several hours, he also concluded that Uncle Blobb was not coming back from his potty break. Jason tells Zidgel that he likes something about the Penguins. Zidgel asks what is it he likes about them. Jason is about to answer when Zidgel interrupts with his guess of what it is by asking if it's their dashing good looks. Jason says that's not it and tries to tell him when Zidgel interrupts again by asking if it's their wit. Jason says that's not it either and tries to answer the first question when Zidgel interrupts a third time by asking if it's their snappy sense of fashion. Midgel tells Zidgel to let Jason finish. Jason tells Zidgel that he and his crew make a great team and they're fun to do things with. Even though he doesn't get to go to Space Camp for now, but he's got to look on the bright side. He does get to hang out with them all summer. Zidgel constantly interrupting Jason soon causes the Penguins to bicker. To drown out the Penguins' bickering, Jason decides to read a comic book.

Soon enough, Jason finds himself back at Grandmum's cottage. He decides to eat another grape, but bites into a seed. He eventually goes outside to join Michelle and Grandmum in planting pumpkins.

At night before they go to bed, Michelle thanks God for the sunshine and the garden and asks Him to help her pumpkins grow big. Jason thanks Him for all the fun that he can have at the cottage and helping him learn not to be a seed of discontent.

Meanwhile, at the Comet Lounge, the Penguins perform their second song, The Shinin' Star Swing!




You call that a fun ride?! If I wanna get dizzy, all I need to do is a little long division while Midgel is driving!

- Zidgel

Home Media

Main article: The Amazing Carnival of Complaining/Home Video

Fun Facts


  • A botanical garden is a garden that has a collection of wide range of plants.


  • This is the third and final 3-2-1 Penguins! episode animated entirely by Big Idea.
  • This is also the final episode to have the score done by Kurt Heinecke.
  • The parking number "P3" could be referring to the fact that it's the third episode of the series.
  • The verse quoted is "Philippians 2:14."
  • There were a few differences between pre-production and the final version:
    • Midgel was going to remove his pilot's hat, which reveals a bald spot. He then tries to place the Blobb topper without anyone looking.
    • A pumpkin-headed kid playing ring toss, and wins a Uncle Blobb plush. He then complains for no apparent reason, saying "Razz-berries!"
    • Jason plays a dart game, winning a bigger Uncle Blobb plush.
    • A pumpkin-headed kid complaining about his corn dog being an actual hot dog.
    • Jason, Fidgel, and Kevin playing a squirt gun game with inflating balloons, and Kevin gets covered in Carnival Moon schwag after winning.
  • On the television airings, the Comet Lounge scene was removed.
  • This is one of two episodes in which the Bible is mentioned by name.


  • Midgel looks at his wrist to find out the time, even though there's no watch.
  • After Uncle Blobb starts the shuttle, the lighting on his clothing drastically changed.
  • The seed Jason spat out is too large to be a grape seed. Fidgel later stated that it's a watermelon seed.
  • The animation of the cowboy alien, the Lizard King, and the Bandicoot King dancing is recycled from the previous episode.
  • Despite being a song, The Seats on the Ship isn't credited.
  • Despite the fact that outer space is one big vacuum, the ship's landing gear tires remain intact.


  • After Kevin figures out what Uncle Blobb will do to the turned-seed customers, Fidgel's logo blinks.
  • After Uncle Blobb starts the shuttle, the lighting on his clothing drastically changed.

Inside References

  • Like the previous episode, many mentions from the first episode are in here, including:
    • Jason wanting to go to space camp with his friend Trevor.
    • The Turbo 3000 being busted.
    • Jason stating the landing was better.

Real World References

  • Comic-Con is a fan convention. Several of them are held in America, but the best known area is in San Diego.
  • Madison Square Garden is a multi-purpose indoor arena in New York.
  • Fresca is a citrus-based soft drink manufactured by The Coca-Cola Company.
  • The scene where the Rockhopper crashes into the side of the parking lot is similar to the scene where Flik smashes into a rock on a dandelion seed in A Bug's Life.
  • "Alright, crew, remember where we parked, Section P-3" is a variation of the quote "Everyone remember where we parked" from Star Trek IV: The Voyage Home.
  • Fidgel's disguise as a cardboard box is similar a technique to the "Metal Gear" series, where the player can use one to avoid being spotted.
  • "You talkin' to me?" Is a line from Martin Scorsese's 1976 movie Taxi Driver.

Episode Transcript



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