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"When you cheat, everyone loses. That's why God loves it when we play fair; everyone wins! Not many feelings better than winning fair and square."
— Grandmum
The Cheating Scales of Bullamanka

Ron Smith


Jon Gadsby


Phil Vischer (story)
Mike Nawrocki
Ron Smith

Music by

Kurt Heinecke


Word Entertainment


July 20th, 2001


33 minutes

Previous episode

Trouble on Planet

Next episode

The Amazing
Carnival of

The Cheating Scales of Bullamanka is the second direct-to-video episode for 3-2-1 Penguins!


In a space captain's blog style, Jason and Michelle report live stranded on Planet Grandmum's house. Together, they recap what they did at Grandmum's cottage.

Jason and Michelle are finishing their second game of Squid-Tac-Toad. Jason is about to use his Squid-Hopper to knock off one of Michelle's Yellow-Capped Whopper Dingies when Grandmum interrupts them. She tells them that their Granddad gave her that game on their fifth anniversary when they were in Australia. She asks how their game is going. Jason answers that Michelle tied them at two games. Michelle proudly declares that she has one more game to win to be the champion. Grandmum says that both Jason and Michelle are both good players, but girls have a better chance at winning because their fingers are bigger for the spinners.

Jason and Michelle begin their third game. Some of the things that happen in the game are Jason placing his Red-Naped Ib on D-3, Jason using his Squid-Hopper again, and Michelle using her Toad-Roller. As the game is coming to an end, A-1 is the only space where either of them could win. Jason and Michelle spin their spinners to determine whose piece will land their. Michelle, concerned that her piece won't land there, distracts Jason by saying hello to "Pidgel." When Jason turns around to find out who that is, Michelle turns the arrow from the Red-Naped Ib to the Yellow-Capped Whopper Dingy. After Jason turns back to the game, Michelle places her piece in the empty space and claims victory. Jason doesn't hold the loss against her, instead, he congratulates her on her winning the game.

As soon as Jason walks upstairs, Michelle takes off her glasses and looks at the Penguin figurines in the ship and tells them that she didn't cheat at the game. Grandmum agrees with her and says she knows better than that. She asks if Michelle knows what the Bible says about cheating. "The Lord hates cheating scales, but accurate weights are His delight," she quotes. Michelle says that she doesn't know what that means. Grandmum starts to use an analogy to explain the meaning. In her analogy, she takes five pounds of socks to the laundry, but the person at the laundromat adjusts the scales so that it says that she's got ten pounds. Now she has to pay double to get her socks washed. She concludes her analogy by saying that cheating is no different than stealing. Michelle points out a flaw in her analogy by stating that the game pieces aren't socks. Grandmum replies that the analogy also applies to playing a game, but instead of cheating something out of their money, it's cheating someone out of the good feeling they would get by winning fair and square. She goes on to tell Michelle that when she cheats, everyone loses. And the reason why God loves it when they play fair is that everyone wins if they do so.

Michelle thinks that she just bent the rules a little when she was playing. The Rockhopper starts to fly and Zidgel calls out to Michelle. Michelle thinks they want Jason, but Zidgel points out that his crew needs her this time. Michelle realizes that Jason was telling the truth when he said the Penguins were alive. Midgel says that she is probably daydreaming. Fidgel galeezels Michelle into the ship. After that, he notices that Michelle looks exactly like her brother, but with pigtails. Michelle corrects him by saying that she and Jason aren't identical twins, they're just the same age, although she is five minutes older. Kevin interrupts her by pointing out that there's no "Pidgel" in their crew. Midgel notices that Michelle isn't wearing her glasses. Fidgel then galeezels Michelle's glasses. Michelle tells Fidgel not to worry about her glasses because she doesn't need them. Midgel says to Michelle that she needs to wear her glasses. Zidgel comments that if the glasses leave red marks on her beak, she doesn't have to wear them. Michelle complains that the glasses make her look silly. Zidgel agrees with her, but not before accidentally saying that glasses make him look silly. Fidgel disagrees, he thinks Michelle looks good wearing them. The crew then gets ready for their next mission as Midgel flies the ship off into outer space.

Zidgel is about to introduce himself and his crew to Michelle when she attempts to guess who's who, but fails. After Michelle's failed attempt at guessing the Penguins' names, she says that her brother told her a lot about them. Zidgel informs Michelle that there is a problem at the Colossal Aussie Colosseum at Space Base Bullamanka. Fidgel says that they received a distress call from the king of the bandicoots, who's hosting the royal grand tournament of one of their local tradition games. However, the final champion ship game has been suspended under some kind of protest. They've been instructed to help sort things out as ombudsmen. Michelle, excited to go on this mission, orders everyone to buckle up for landing. Zidgel points out that space travel can take longer than what the TV shows depict. When Midgel announces that they're coming up on Bullamanka, Zidgel repeats Michelle's order for everyone to buckle up for landing.

After the entire crew buckles up for landing, Zidgel asks how are they going to land since the terrain is rough. Midgel responds by turning the ship over and revealing that Bullamanka is down under. As Midgel activates the landing gear, a pair of red tennis shoes, Fidgel points out that this is the first time they ever used landing gear. Michelle asks if they never tested it before. Zidgel, Midgel, and Fidgel act as if "testing something" was foreign to them in response. After the ship's rough landing, the Penguins comment on how smooth the landing was. Michelle just asks if the landing gear broke off.

As soon as Michelle and the Penguins enter the Colosseum, the Lizard King tells them that they can't interrupt the tournament. Zidgel replies that they just came to arbitrate the tournament. A voice then called out for them to get him out of a cage due to his species being endangered. When Michelle asks who that was, the Lizard King answers that it doesn't matter because he won the game and he's the new champion. Since he's the champ, he gets to drop the loser's pieces down the Gurgler. The voice is about to point out that the Lizard King cheated when he yells at him to silence him. Midgel asks him where the other player is. The Bandicoot King tells him that he's up there in a cage, not looking forward to getting sent down the Gurgler. Fidgel wonders how did he end up in that cage. The Bandicoot King says that he was winning when the Lizard put him in there. Since there's no opponent, the Lizard King wins by forfeit. Michelle says that doesn't make sense. Zidgel points out to her that since the Lizard King is the champion, he understands the rules of the game.

Michelle then orders the Penguins to huddle. During their huddle, Michelle soon recognizes the game as a larger version of Squid-Tac-Toad. She's played it before, and she's the champion back on Earth. Since she's a girl, she's also got the upper hand. When the Lizard King overhears something about Michelle being the champion, Zidgel says that he shouldn't butt into their huddle. Kevin says that it's cheating. In response, the Lizard King's neck frill pops open in anger.

The Lizard King tells Michelle that he admires her and her fame as a Squid-Tac-Toad player is known throughout the galaxy. Michelle is confused at what he said. The Lizard King claims to have studied her tactics and known of her strategies. He is impressed, but he's not intimidated because he's also a champion. When he interprets Michelle's unimpressed expression as skepticism of him being champion due to him not being a girl, he shows her and the Penguins his bony fingers. He challenges her to a game. If she wins, everyone goes free. If he wins, all the captured pieces are sent down the Gurgler. After Michelle is presented with those results if she plays, she brings the Penguins together for another huddle.

After a quick discussion on whether or not Michelle should play, Fidgel and Kevin encourage her to do so. Michelle decides to play the game because she has to save the Bandicoot King from going down the Gurgler. The Penguins yell a cheer for her and Michelle walks up to the Lizard King and asks where her game pieces are. The Lizard King has most of his game pieces, but most of Michelle's are locked in the cage with the Bandicoot King. As they both know, an unarmed opponent is a forfeit, which technically means he wins again. Michelle reacts in shock. The Lizard King is about to pull the lever that sends the Bandicoot King and three of the game pieces down the Gurgler when Michelle says she'll find her own pieces. The Lizard King asks where she is going to find three more Red-Naped Ibs. Michelle looks at Zidgel, Midgel, and Fidgel and gets the idea of using them as game pieces. Since the Squid-Hopper is busted, Michelle is going to need a new one. She looks at Kevin and decides that he would be the new Squid-Hopper.

The two koalas blow the horns to announce the starting of the tournament. Some of the things that happen in the tournament are Fidgel getting sent to D-3 and getting knocked off by the Toad-Roller, Kevin attempting to knock off a Yellow-Capped Whopper Dingy with a small ball and failing, Kevin knocking out three Yellow-Capped Whopper Dingies at once, and Midgel getting knocked off by the Toad-Roller.

As the tournament is coming to an end, the Lizard King notices an empty square in the corner. When the arrows stop spinning, the Lizard King yells at Michelle that there's something behind her. One of the koalas blows a horn into her ear and the other koala throws a boomerang at one of the arrows so that it lands on the Toad-Roller. Kevin says that he saw the Lizard King cheat. Zidgel is about to protest the Lizard King cheated when he gets told that since he's a game piece, he's not allowed to talk. Kevin insists that the Lizard King did cheat. The Lizard King uses the Toad-Roller to knock Zidgel off the square and places his own game piece there. He then declares himself the winner and pulls the lever to send the Bandicoot King and the captured game pieces down the Gurgler. Michelle, thinking fast, uses Kevin to stop the cage from tilting down. The Lizard King notices Michelle trying to delay the proceedings and uses the Toad-Roller to attempt to knock Kevin away from the cage. Michelle, not knowing what else to do next, repeats the Bible verse that Grandmum quoted to her earlier to the Lizard King. He ignored her due to him not knowing what that means. To explain to him what that means, Michelle repeats the beginning of the socks in a basket analogy to him. She then goes on to explain to him that whenever he cheats, he's taking something that doesn't belong to him. Not only is he taking away her chance to win the game and save her friends, he's also taking away his own chance to win the game fair and square and to be a real champion, she tells him. She adds that God loves it when they play fair, because everyone wins if they do so. And that there aren't many feelings than winning fair and square.

The Lizard King ponders on whether or not he should send the pieces down the Gurgler for a moment, and then decides not to. He tells Michelle that he's won a lot of games by cheating, but out of all the things it's got him, a good feeling wasn't one of them. He realizes that the only way to really be a winner is playing by the rules. The Bandicoot King asks the Lizard King if he wants to play another game. The Lizard King accepts the offer. He then gives the order to reset the playing field. The Lizard King apologizes for cheating. The Bandicoot King holds no hard feelings against him. Zidgel congratulates Michelle on telling the Lizard King about fair play, and then asks her how she likes the redhead look. Michelle answers that it's too woodpecker.

After the ship leaves the Colosseum, Zidgel recaps how Michelle's playing skills and speech about playing by the rules helped saved the Bandicoot King of Bullamanka. As soon as he finishes his captain's blog, he notices that Michelle is looking very blue despite the fact that she saved the Bandicoot King. He asks if her oxygen levels are okay. Michelle tells him she isn't feeling like a champion. Zidgel asks why she doesn't. Fidgel assures him that the oxygen levels have nothing to do with it. Michelle admits that she cheated in the game that she and Jason played. The Penguins gasp and Michelle's oxygen levels go down. She states the reason she cheated was that she really wanted to win that game, but the more she thought about it, the worse she felt. Zidgel tells Michelle they had a saying back at the Academy, but he forgot what it was. As he struggles to remember that saying, Midgel takes the ship back to Grandmum's cottage.

Back at the cottage, Jason asks where the spaceship is. Michelle shows him the Penguins' ship. Jason gets a little confused at first because she didn't believe him about the Penguins being alive. Michelle says she's learned a thing or two.

Later that night, Jason and Michelle say their prayers. After they finished praying, Michelle admits she cheated in the game she played with him, and she tells him that she's learned a lot. She then apologizes and asks for forgiveness. Jason forgives her, but challenges her to another Squid-Tac-Toad game after breakfast.


The "Ombudsmen" voiceover is done by Laura Richey, while the Coliseum Annoucer is done by Kurt Heinecke



I know what you're thinking. 'But he's not a girl, how can he ever become champ?' Well, have a squiz (look) at these!

- The Lizard King as he shows off his bony fingers to Michelle.

Michelle! Look behind you! It's a didgeridoo!

- The Lizard King distracting Michelle.

Home media

Main article: The Cheating Scales of Bullamanka/Home Video

Fun Facts


  • "Down Under" is a term for Australia or New Zealand, while "Counter clockwise" is where the clock goes the other direction.
  • The Lizard King and Bandicoot King both speak in a Australian accent.
  • Kevin having the clothing stuck onto him is a result of static clinging.
  • Zidgel explaining about the demands of space travel is mostly based on what fictional media portrays on how traveling through space can be done easier than in real life. Best examples that showcase this are the Star Trek series and Doctor Who.
  • A didgeridoo is an Australian wind instrument, used by Aboriginals. The koalas use it to distract Michelle in order to help the Lizard King win.


  • This is the first 3-2-1 Penguins! episode to have a title card, as well as the first episode with a song at the end.
  • This marks the first appearance of the Lizard King, Bandicoot King, Rusty and Ventrilomatic.
  • This is also the first time Jason is replaced with his sister to be galeezeled.
  • Some of the scenes in this episode were removed in the televised version, including...
    • Jason and Michelle's dialogue in the beginning.
    • The final scenes of the Comet Lounge.
  • There were a few differences between pre-production and the final version of the episode.
    • The spinner Michelle changes was going to be the one with the Squid-hopper and Toad-roller. This was likely a parallel to when the Lizard King cheats later.
    • Michelle was going to sit next to Kevin, with him smiling and pinching her cheek.
    • Fidgel took notes on Michelle being identical to Jason instead of using the Quantum Spectrum Analyzer.
    • One of the koala henchmen had a screwdriver.
  • It is revealed that Michelle's middle name is Francis.
  • In the DVD scene selection, the first chapter has an overview of the cottage, with stock footage from the previous episode. However, that was not included in the Warner Bros. reprint. That is because in the original VHS and DVD releases, there was an intro of Jason and Michelle recapping the events from that said episode.
  • The verse quoted is "Proverbs 11:1."
  • The Lizard King would become a background character in the TV series, and would later have a major role in the episode Hogs and Kisses, where he encounters Jason on the Space T-Freeze ship and they both get captured by Cavitus. He does have a minor role in the episode I Scream, You Scream! His voice, also sounds different from the original videos, speaking in a slow paced Australian accent instead of a fast paced accent.


  • Jason states in the prologue that Michelle was dressing up the penguin figures, even though she never did.
  • The quantum pen Kevin uses to write over "men" has a red tip, but the words are in written in purple.
  • Zidgel saying it'll take days to travel through space is somewhat odd, considering the previous episode he asked Midgel to go into hyper drive.
  • According to Fidgel from the commentary, the Gurgler sends the game pieces to the snackbar of the arena. So the Lizard King was just probably trying to make it look scary.
  • The animation frames during when Michelle's confusion on the crews' names are more choppy.
  • Kevin breaks the fourth wall when he's the only character moving when the voiceover describes "ombudsmen", while everyone else is frozen in place.
  • The Lizard King's fingers aren't bony when he's wearing his gloves.
  • The original cover depicts Midgel in the cage.
  • Some of The Lizard King's lines were re-recorded in the Warner Home Video reprint for unknown reasons. In one of these instances, he now says "look" instead of the Australian slang word "squiz" when he shows Michelle and the penguins his bony fingers.
  • The Bandicoot King could have easily escaped by slipping through the bars of the cage, which would make the penguins' mission entirely pointless.


So that's why you don't wear glasses...

  • Michelle's right arm clips through her head when she is playing against Jason.
  • Throughout the episode, the black lines for Michelle's eyes would clip through her face.
  • After the Rockhopper drops, the shading by the television is missing.
  • Between after Zidgel says "That was freaky" and before Michelle tells the crew to huddle, a black line can be seen on Zidgel's head.
  • When Zidgel scolds at the Lizard King for barging in the conversation, his top beak has a red mark.
  • When the Toad-Roller is heading towards Zidgel, the red color on his hair disappears.

Inside References

  • A lot of mentions and references from the previous episode are included here, such as;
    • Midgel stating that Michelle might be daydreaming. Even Kevin says "Woah! Deja vu!"
    • Him also trying out the new landing gear after hearing Jason's advice, as well echoing "No job's too hard when you use your head."
    • President "No, I'm the President" is still flying through space, being knocked over.
    • The vacumm cleaners were shown during the Fair and Square music video.

Real World References

  • Zidgel's laugh when he and the other penguins were free is the famous Woody Woodpecker laugh.
  • When Kevin says, "Whoa! Deja vu!" the guitar riff from the Twilight Zone briefly plays.
  • The song "Hello, My Baby" is heard briefly as Fidgel waves to the crowd. This song is sung by Michigan J. Frog in the Looney Tunes short "One Froggy Evening."


Click here to see transcript for the commentary.

Episode Transcript