Of Rats and Men

Of Rats and Men is the 38th episode of Teenage Mutant Ninja Turtles (2012 TV series). It aired March 2, 2014.

Synopsis
When the Rat King returns, Splinter must overcome his fears of being controlled by Rat King in order to defeat his enemy. Meanwhile Michelangelo adopts a stray cat that April found, after it unknowingly eats ice cream and mutagen transforming it into an "Ice Cream Kitty."

Major Characters

 * April O'Neil (Mae Whitman)
 * Casey Jones (Josh Peck)
 * Donatello (Rob Paulsen)
 * Leonardo (Jason Biggs)
 * Michelangelo (Greg Cipes)
 * Raphael (Sean Astin)
 * Splinter (Hoon Lee)
 * The Rat King (Jeffrey Combs)

Minor Characters

 * Ice Cream Kitty (Kevin Eastman)
 * Irma (Kate Micucci)
 * Joan Grody (Kari Wahlgren)
 * Rat Man Freak (Jason Biggs)
 * Giant Rats

Plot
The episode begins with Casey, April, and Irma walking on the streets after a tutoring session (and after getting a gluten-free Pizza). A small, harmless, common rat is then seen running across the street, which, obviously, suprises Casey...Irma then wonders why some one as big as him would be afraid of something tiny in comparison. Following the rat, however, a lone cat appears and April takes an immediate liking to it. While she quickly decides to bring the kitty home (since it doesn't even have a tag on it), something is watching Irma from behind. After both Casey and April say goodbye to Irma and leave, the strange something then emerges from it's hiding place and it seemingly attacks Irma.

Meanwhile, in the sewers, Leonardo is just preparing to face off with his blindfolded sensei. Leo asks if this is even the slightest bit unfair, but Splinter is soon to make him rest assured that it is not by any means....Leo then rapidly lunges at his sensei, both Katanas in his hands, but Splinter holds his ground and is able to evade all of his attacks, while explaining that, when your eyes are covered (impaired), you have no other choice but to rely on your other keen senses to overcome your foe and that practicing this is a way to potentially forge one's Martial Art skills to the most superlative degree possible. After a little while longer, Splinter comes around behind Leo so quickly, grabs one of his wrists and he defeats him with ease, causing the other brothers to snicker at him....For some wierd reason, Splinter then hits the three of them on the back of their heads. Then, he strangely collapses behind them and then stands up again, his eyes lit up with a very bright red color. He then scolds the Turtles quite loudly -- and then, after he is eventually able to calm himself, the apparition of an all too familiar face repeatedly flashes through his mind....He then decides that he must meditate in order to find the true source of what's bugging him.

Later, Donnie is seen trying to work on yet another Retro-Mutagen attempt, while Mikey is in his lab licking a multi-flavor ice cream cone, causing some trouble, and spilling it all over his brother's desk by accident. Donnie then asks him to leave the area, but, before Mikey can do so, a large scoop of ice cream then falls off and lands in the jar full of the solution...However, Mikey quickly hides in front of it to prevent Donnie from becoming really enraged. Then, April and Casey enter the room. April asks the two if they can look after the stray cat that she had just found, and Mikey instantaneously grabs it, having already taken a liking to it as well....While Casey, April and Donnie are talking among themselves, Mikey allows the cat to run amuck on the table and it ends up licking the jar full of both the antidote (which contains a certain, unspecified amount of Mutagen) and the ice cream. As the cat's body slowly begins to break down, Mikey looks on in terror and greatly regrets what he has done. However, just when the cat appears to be deceased, it begins to reform, as both it's former body structure and the ice cream have somehow been able to amalgamate!!! Mikey very quickly takes the cat out of the room, without the others being able to take any notice.

Meanwhile, Splinter is continuing to meditate in front of the picture of his family. Suddenly, the Rat King's face flashes through his mind once again. Splinter then begins to struggle within himself, telling the Rat King that he had already defeated him a while ago....The Rat King, however, then tells him that he cannot die at all, for he only lives when Splinter is still alive -- and that he lives within his very soul....Splinter then instructs him to get out of his mind, but the Rat King refuses, intent on both subjugating Splinter once again and finding out how he managed to mutate (which is also addressed later on). The villain then says that he now has what he came for and departs.

Splinter then comes out of the Dojo, desperately wanting something from the fridge to put on his head and possibly a cheesicle. However, as it turns out, Mikey had just stuffed the kitty in here as well - and Mikey ends up choosing the decision of not allowing his sensei to open it...However, Splinter becomes increasingly mad after this statement and attacks both Mikey and the other three Turtles all at once (while under Rat King's control, of course), while Casey resorts to cowering in horror. The Turtles manage to pin him down at one point, but he then jumps free and claims that he is soon going to take over the city and then the immense world. Splinter then calms himself after this unlikely statement. He then notifies to his sons that the Rat King has made his harrowing return....

Elsewhere, on a rooftop in the city, the Rat King himself is pondering over just what he could do to the human race and even the world itself with such a prodigious supply of rats (who he calls his 'bretheren')...He then orders several dozen GIGANTIC rats to begin invading the whole city...

Meanwhile, down in the sewers, the Turtles, Splinter, Casey, and April are all watching a current news report about the rodents - the humongous rodents - that are invading the city again, one by one, and the total chaos that is resulting. Despite Splinter's explicit warnings, they decide that they must go up to the surface and at least try to lead some of the rats away, so three of the Turtles and April quickly head up there in the Patrol Buggy, with Mikey wearing a large piece of cheese tied to the top of his head....This plan actually works for the most part - and tons of rats soon begin following them. Leo then arrives there in the Shellraiser, but a couple rats manage to jump onto it and end up quickly toppling it over. Meanwhile, Casey is riding on his own bicycle behind all of them and begins fending off the rats with some marbles (that can easily be sprayed from the back of the bike and cause the rats to slip on the street) and some tailor-made flamethrowers...However, one manages to catch Casey off-gaurd from the front and knocks him off of his bike, before snatching him up in it's jaws and easily bringing him down into the sewers, much to April's grief...Elsewhere, the Rat King then climbs atop one of the huge, copious rats and then commands all of them to retreat back to the hideout.

Back at the Turtles' lair, Splinter is seen yet again engaging in deep meditation, trying to desperately purge his mind of these thoughts, but, again, the Rat King enters into them and tells him that he belongs to him once again, but he just does not know it quite yet....

The Turtles soon arrive hime, and Splinter explains to them that, when the Rat King managed to peer into the depths of his mind, he somehow uncovered all of the secrets behind his mutation and is going to use this knowledge to transform all of the humans (that he was able to capture) into lethal rats. Raph then says that they must find a way to stop him for good, but Splinter, fearing greatly for their safety, says that Rat King is simply too powerful for any one of them. Leo tries to reason with his sensei, but he commands him to stop. April then says that she believes in him and what he is capable of (and that Casey's life is in grave danger), hopefully granting Splinter a change of heart....

Meanwhile, in a very different section of the sewer, the Rat King has all of the humans locked up in numerous cages suspended from the ceiling there. Both Irma and Casey are in one of them - and Casey pretends to be someone else whilst conversing with her...The Rat King then rises and explains to them (and reiterates to us) that he has been able to change the once ordinary rats into giant rats with a certain, unperfected growth serum as a test, but, as it turns out, these are not the soldiers that he originally wanted to have under his command...He then tells them that he has finally uncovered the secret of transforming the entire human race into an army of ferocious rodents -- and that nothing is to stop him as of now...

Meanwhile, the Turtles are just gearing up for a very tough battle by gathering up a ton of smoke bombs and they are also preparing to go find the hideout. Mikey also brings the "Ice Cream Kitty" along as an unlikely weapon...Elsewhere, the Rat King is examining the brand new serum that he has just put together. One of the rats then informs Falco that the serum also has not quite been perfected quite yet, and a grotesque entity (an experiment gone wrong) is then shown to prove the truth of this statement. Thus, the Rat King decides to get the better of the circumstances and decides that he should immediately try it out on Irma, as she looks like a great test subject, but she passes out shortly thereafter...Quietly, the Turtles and April are just entering. Unexpectedly, it is revealed that their sensei came along with them too, in spite of what he had claimed earlier on. They then tell April to release all of the people, since the Turtles cannot risk being put into plain sight. While she busies herself with that, Leo prepares to throw a single blade right at Rat King, who has already sensed Splinter's presence there and takes control of him, ordering him to kill his sons, one by one...Splinter then grabs and quickly turns the blade on Leo, but Mikey, however, grabs and tosses the mutated kitty right (contained with a box) at Rat King's face, resulting in the latter loosing control and Splinter reverting back to his normal self....Meanwhile, April has managed to find a lever that can release all of the humans - and Casey, April, and Irma then lead them out of the area as quickly as they possibly can. After they do so, Casey encounters anothenow r big rat and decides to put his fear behind himself for one brief moment and defeats the rodent. The Turtles then face the multitudinous rats as well, while Splinter goes to chase after the Rat King (who has a rat sitting on his shoulder), who has fallen through a narrow hole into a long tunnel, where yet another large rat is waiting for him to climb on....

Soon, all of the huge, revolting rats are actually defeated by the four Turtles. Donnie almost falls to death into a giant fan that Irma had activated by accident earlier, but, luckily, Mikey rescues him at the very last moment. They then wonder where their sensei could have gone off to...

Meanwhile, Splinter still effortlessly chases after the otherwordly villain, whom is now jumping from platform to platform in another, very dangerous part of the sewer....Splinter soon winds up clinging onto a platform for dear life, but the Rat King then sends a horde of small rats down onto him, which bite his fingers and cause him to fall down many feet, but he manages to cling onto another platform. He refuses to give up here and now and goes to pursue the Rat King once more. When the two finally meet face to face, Splinter quickly lunges at him multiple times, but the Rat King is able to dodge every single one of his well-placed attempts and reminds him that he can see everything coming from over a mile away....Just when the bad guy begins to gloat about just how supreme he is, Splinter then knocks the rat right off of the Rat King's shoulder and it then plummets over a nearby cliff (along with the many bandages over his eyes). The Rat King tells him that he will pay for that action, but the villain then realizes that this was only a mere distraction so that Splinter could grab hold of a blindfold that he had with himself. Splinter then covers his own eyes with it, which ultimately prevents the villain from seeing through him, thus giving him a taste of his own medicine.....With his competitor's mind completely 'inactive', Splinter begins to defeat him easily. Splinter then explains to him that the sense of control is nothing but an illusion. This is proven true when the Rat King runs toward where he only thinks that Splinter is and he ends up falling over the edge of the cliff and into the void....Splinter then says "Goodbye, my king", before removing the blindfold from his forehead and triumphantly walking in the other direction.

Trivia

 * Chances are that the episode's title is based on the title of the famous book, "Of Mice and Men."
 * Rat King has tried to turn people into rat people back in the 87 series. Though this time he captured Irma and Casey instead of Irma and Vernon.
 * When the rats attack the city, the movie title in the cinema - Food of the Vermin in 3D, is a nod to H.G. Wells' novel, Food of the Gods which was later adapted to a movie by Bert I. Gordon and Damian Lee's Gnaw: Food of the Gods II.
 * The Rat King's white rat, Aristotle, is analogous to Socrates, the white rat in Ratman's Notebooks. That novel went on to inspire the film Willard, its sequel, Ben and the 2003 remake of the first film.
 * Some of the scenes in this episode some viewers might find scary.

Gallery
Of Rats and Men/Gallery

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