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Per wiki policy, Spoilers Off applies here and all spoilers are unmarked. You Have Been Warned.


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  • "Weird Al" Yankovic wrote the theme song.
  • In the beginning, George and Harold finally give us an origin issue of Captain Underpants! Admittedly, they did provide one in "Wedgie Woman", but this time the origin is animated! And on screen!
  • The scene where Mr. Krupp becomes Captain Underpants for the first time, especially to long-time fans that grew up reading the books. Because it's not just George and Harold witnessing their creation come to life, it's the fans witnessing their childhood come to life!
    Harold: Captain Underpants… is that really you?
    Captain Underpants: Let's see: Underpants? Check. Captain? Also check. I'm pretty sure I'm Captain Underpants!
  • The scene where Captain Underpants gets his superpowers. And unlike when it happened in Book 3, George and Harold think it's the coolest thing ever.
    Harold: No way!
    George: He has real superpowers!
    Harold: Aw, that is an obvious twist I did not see coming despite my many years of comic book studies!
    (The two high-five one another.)
  • Special mention needs to go to the beginning of the fight between Captain Underpants and Professor Poopypants. Captain Underpants doesn't hesitate for a second before jumping into battle against the villain, and despite being thoroughly disadvantaged not possessing superpowers at the time, he fights on anyway.
    • Shortly after the Captain Underpants persona was created, he immediately takes off to find people he can help. The initial effectiveness of his actions has much to be desired, but his determination and dedication to being a hero is admirable.
    • He doesn't even let falling face-first into the ground from several stories up, nearly getting hit by a car, or any rude remarks thrown his way hinder him!
      Driver: OUTTA THE ROAD, BOZO!
      Captain Underpants: (salutes) Why, thank you, vehicle person!
  • Another small example, but Captain Underpants landing on a robber duo, thwarting their getaway with several bags of stolen bank money right in time for the police to show up and arrest them. This is his first success as a crime fighter as well as a shout out to a similar scene from the first book.
  • Several of the pranks themselves are rather impressive, as George and Harold Lampshade:
    George: Some of those must have been really hard to pull off.
    Harold: And dangerous! Like that tiger!
    George: Oh, that tiger was crazy!
  • George's rousing speech to convince Harold to help him hijack Melvin's Turbo Toilet 2000 and liberate their peers from enduring another minute of boredom at the school's Invention Convention:
    George: Look at our fellow children! Look upon their sad, miserable, pathetic faces! Come on, Harold! If you won't do it for me and you won't do it for you, do it for future generations! Save the first graders, the kindergartners, the unborn, from a life of eternal boredom!
  • Melvin and Krupp's Batman Gambit to acquire proof of George and Harold pulling a prank with a disguised nanny cam in a stuffed turtle toy deserves due credit.
  • The scene where George hypnotizes Krupp is full of them.
    • George's description of the 3D Hypno-Ring's creation. Not only are the visuals amazing, but it also showcases more of George's storytelling talents other than authoring the comic books he co-creates with Harold. And he came up with it all on the spot!
      George: Forged from the molten plastic of Shandong, China... In the lowest floor of the darkest basement where only toy prizes dare be made... exists the most powerful item ever found in a box of Frosted Sugar Doodles! The Hypno Ring!
    • The whole reason George hypnotizes Krupp to begin with was to save the threatened destruction of his friendship with Harold!
    • The hypnosis scene itself, is just amazing. When Krupp starts falling into a trance, the Hypno-Ring causes everything in the room to float, with a giant red swirl of energy shooting out of Krupp's office as if reality itself is changing to set the spell.
    • Unlike in the books, there are no directions as to how to use the Hypno-Ring. George just guessed and improvised his way through figuring it out.
      George: (to a hypnotized Mr. Krupp) When I snap my fingers, you will obey our every command!
      Harold: Wait, how do you know all this?
      George: I dunno. I just say the first thing that comes to my mind with great authority!
  • The boys steal a crane to chase after Captain Underpants though town. After initial trial and error, Harold manages to operate it with stellar ease, even managing to perfectly parallel park the thing! Keep in mind, he’s only ten!
    George: You are so good at operating a crane Harold!
  • Harold's marksmanship skills. In the scene where they first enter the treehouse, he slingshots a pebble at the pinwheel from a decent distance with exceptional accuracy, then far more impressively later in the climax, is able to restore the shrunken Captain Underpants and the school back to normal with one shot from a far greater distance.
  • The scene where George and Harold enter the school dancing to Yello’s “Oh Yeah” is both this and a Funny Moment. Ferris Bueller would be proud.
  • All the creativity George and Harold incorporate into their pranks and inspire in others during the climax. When they hack Melvin's Turbo Toilet 2000 to fire rolls of toilet paper and play music a la dance party, watch what the other students do. One uses a toilet paper roll to perform a makeshift ribbon dance, another wraps himself up and pretends to be a mummy, several others craft a trampoline, use it as jump ropes, and even circus ribbon trapeze acts to name a few. When it happens again during the climatic battle, they use the super sized TP in a similar vein, such as for making an improvised slide among other activities. George and Harold may have kickstarted the impromptu dance parties, but it was the other students themselves who took what was provided at their disposal and utilized it various in unique ways to have fun to their choosing with their own ideas/ingenuity, building off of what the boys started. It really shows how much of an impact they have doing what they do for their school peers.
    • And this is just what they came up with using only rolls of toilet paper!! Imagine the possibilities of what they can accomplish applying that same creative ingenuity into other things!
    • What makes this scene better is that Adam Lambert's Think is playing in the background during the scene, that calls back to the start of the film where the boys crash the Invention Convention.
  • The boys launch themselves to the top of the Turbo Toilet 2000, but only narrowly so. Harold uses one hand to support both his and George's weight hanging onto the edge, and the other to swing George up the rest of the way.
  • Harold using his enlarged hand to physically fight back against the giant Professor Poopypants, as well as to save George from a shrink blast, which simultaneously restores his hand to normal.
  • Captain Underpants saving George and Harold from Professor Poopypants after receiving his newly acquired superpowers, then later from the Talking Toilets at the end.
  • George and Harold resisting the effects of Professor Poopypants' Anti-Humor Ray. It takes Poopypants cranking it up two more notches in order for Harold to lose his sense of humor and then the ray has to be on full force for George to lose his.
    • And it doesn't even last for long. They inevitably overpower and destroy it when they recall a memory of how they connected as friends through their shared sense of humor.
      George: Never underestimate the power of laughter, Poopypants!

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