Animated characters Rocky and Bullwinkle share the screen with live actors portraying Fearless Leader (Robert De Niro, who also co-produced the film), Boris Badenov (Jason Alexander) and Natasha Fatale (Rene Russo) along with Randy Quaid, Piper Perabo, Kenan Thompson and Kel Mitchell.

It also features cameo appearances by performers including James Rebhorn, Paget Brewster, Janeane Garofalo, John Goodman, David Alan Grier, Don Novello, Jon Polito, Carl Reiner, Whoopi Goldberg, Max Grodenchik, Norman Lloyd, Jonathan Winters and Billy Crystal.

The film follows Rocky and Bullwinkle, who are enlisting their help by a young rookie FBI agent named Karen Sympathy to stop Boris, Natasha, and Fearless Leader from taking over the United States.

[2] It received mixed reviews with criticisms toward its writing, plot, and humor while praising the performances, visual effects, and faithfulness to its source material.

Their animated home, Frostbite Falls, is deforested, Rocky can no longer fly, and their show's unseen Narrator lives with his mother.

They escape by tunneling to a Hollywood film studio, where they trick executive Minnie Mogul into signing a rights contract to their series and green-lighting a potential movie, dragging the villains out of the animated world and transforming them into live action characters.

FBI Director Cappy von Trapment deploys rookie agent Karen Sympathy to recruit Rocky and Bullwinkle to stop RBTV's intended broadcast.

They are trialed for numerous misdemeanors in ten states, but the presiding Judge Cameo has the charges dropped upon recognizing Rocky and Bullwinkle, informing the district attorney that celebrities are above the law.

Cappy finds Bullwinkle and scans him into the White House's computer system, then e-mails him to the studio just as Fearless Leader addresses the nation, disrupting the broadcast, and a chaotic fight breaks out, leading to the capture of the villains.

[4] Robert De Niro was also announced to be in negotiations for the role of Fearless Leader, with Des McAnuff set to direct from Kenny Lonergan’s screenplay.