Baxter's Gambit
Teenage Mutant Ninja Turtles (2012 TV series) episode
Baxter's Gambit title.png
Season Code: 119
Episode: 19
Original airdate April 5, 2013
Written by Jase Ricci
Supervising Producer Ant Ward
Producers: MacGregor Middleton
Joshua Sternin
J.R. Ventimilia
Peter Hastings
Ciro Nieli
Directed by Alan Wan
Voice Direction Andrea Romano
Supervising Director  Ciro Nieli
Episode chronology
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"Cockroach Terminator" "Enemy of My Enemy"

Teenage Mutant Ninja Turtles Season 1
September 29, 2012 - August 8, 2013
List of Teenage Mutant Ninja Turtles episodes


  1. Rise of the Turtles, Part 1
  2. Rise of the Turtles, Part 2
  3. Turtle Temper
  4. New Friend, Old Enemy
  5. I Think His Name is Baxter Stockman
  6. Metalhead
  7. Monkey Brains
  8. Never Say Xever
  9. The Gauntlet
  10. Panic in the Sewers
  11. Mousers Attack!
  12. It Came From The Depths
  13. I, Monster
  14. New Girl in Town
  15. The Alien Agenda
  16. The Pulverizer
  17. TCRI
  18. Cockroach Terminator
  19. Baxter's Gambit
  20. Enemy of My Enemy
  21. Karai's Vendetta
  22. The Pulverizer Returns!
  23. Parasitica
  24. Operation: Break Out
  25. Showdown, Part 1
  26. Showdown, Part 2

Season 1Season 2 - Season 3 - Season 4 - Season 5

"Baxter's Gambit" is the nineteenth episode of the 2012 TV series. It first aired on April 5th, 2013.


Fed up with being humiliated by Fishface and Dogpound and defeated by the Turtles, Baxter Stockman seeks revenge by luring both parties into a deadly labyrinth.


Major Characters

Minor Characters


The Turtles and The Foot Clan are both staking out a very powerful and perilous device that is currently in The Kraang's hands (whom are exiting out of a warehouse). Donnie explains to his brothers in quite a complicated manner that the device (A sub-spacial endoparticle disrupter) can cause so many things to implode (He also even imitates exactly what the device sounds like when it hits something), causing the other Turtles to look at Donnie with mostly shocked expressions on their faces.

Meanwhile, Baxter Stockman, Dogpound and Fishface are all on a different roof, with Baxter (who is observing the device through a pair of binoculars) saying that he is the leader for now, causing Dogpound to physically threaten Baxter, along with Fishface, whom both express that they will certainly not hesitate to kill Baxter if he either decides to complain or assume their role once again...This immediately makes Baxter want to plot some form of vengeance on both of them under his very breath.

Both The Foot and The Turtles soon jump off of the two buildings at the very same time, as Baxter is left on the top of the building. Raph immediately starts fighting it out with Fishface, as Dogpound goes up against the other three. Mikey is almost struck with one of the blasts from the Kraang's device, but Donnie pushes him out of the way at the last possible second, so the blast ends up hitting a nearby car instead - which shrinks down in size and dematerializes (as Donnie had called upon). A lengthy fight then ensues between all three of the factions at once and eventually, Dogpound does end up overwhelming Leo, but this merely achieves very little, since The Foot Clan are utterly incapable of retrieving the device back to The Shredder (as The Kraang end up driving away with it). This causes both Fishface and Dogpound to run off in two separate directions, with the Turtles fleeing as well, stating the battle is not over, as Baxter is left on the very top off the building alone.

Back at the lair, Splinter teaches the Turtles that evading a sword or any single weapon that you cannot see demonstrates that you have the ability to sense the intentions of your enemies. He casually goes from one Turtle to the next, seeing if they can instinctively avoid being hit by a hard wooden sword (a Randori). Leo turns out to be the only one who manages to succeed. Raph states that he knows the one and only intention of every single one of his adversaries To take him down, which Master Splinter disagrees.  

Back at The Shredder's Lair, Dogpound states that the Technology was practically in their grasp, but that Baxter's plan is what ultimately caused them to be unsuccessful but Baxter quickly excuses himself and says that he has just recently devised a plan that includes a trap for the meddlesome Turtles that is guaranteed to be inescapable. He also says that he will absolutely need the help of both Fishface and Dogpound to lure them into it Shredder comes to an agreement.

Later that night, the Turtles spot Dogpound and Fishface standing out in the open on a street, and Leo tells his brothers to wait and to use their gray matter in order to proceed with caution, but he soon finds his brothers gone and already fighting, so he reluctantly runs over to help them Fishface and Raph face off yet again, but Fishface is quite easily defeated this time around, as is Dogpound by Leo, Donnie and Mikey. The two villains then begin running away, with Raph running after them, despite Leo stating that something just isn't right, but he is forced to run after them as well (along with the other two brothers). They then soon find the two henchmen in a random building, when, suddenly, a red circle forms around all of them, and their outer-surroundings then rapidly turn into nothing but black and white stripes. Mikey then says that it might indeed be a trap.

Baxter then calls out over an intercom high above, stating that they are all now in his 'Maze of Doom', and that they could possibly walk away with a grand prize: their lives, but that that is unlikely. He then shoots dozens and dozens of missiles at all of them, including Dogpound and Fishface (which surprises them, as they have just come to realize that Baxter keeps things just a little TOO furtive for their liking), stating that he has had more than enough of being tossed around like a ragdoll and that he is tired of the two Mutants' threats, and that he is now going to repay them in kind.

Fishface then says that Baxter is an imbecile and Dogpound then says that he is a traitor, causing Baxter to mention that, at the very, very end of the labyrinth, is his one and only "MONSTER OF DOOM". Baxter then pushes but a single button, causing every single one of the Mutants to fall down into a tunnel.

They soon fall into an enclosed round room and, mostly out of pure boredom, they begin to fight each other yet again, until Leo sees laser pendulums beginning to appear nearby. Thus, they stop fighting, as they all slowly begin to realize what's happening. One pendulum nearly hits Fishface, but Raph kindly pushes him out of the way; He then wonders why he did this right afterwards. Dogpound soon finds the exit and tells them to follow him, which they do. Dogpound, not looking, is also almost hit with a laser, but Leo throws a few shuriken at the very top of the laser holding, so it passes Dogpound for the most part, only managing to come in contact with/cut off some of the spikes on his larger, disproportionate shoulder.

They soon make their way into the next room, where Dogpound claims that he smells what could be yet another possible exit not far towards their right. But then, quite a few small metal balls with laser shredders appear out of nowhere ("Balls...of doom." as Leonardo calls them) and begin violently attacking them, but the unlikely team actually manages to get to the exit unharmed. Dogpound then sniffs the air, and realizes that they have already been where they are before. A few seconds later, they are suddenly split into two groups by a really big metal wall, with Raph and Fishface being one of them; Leo, Mikey, Donnie, and Dogpound being the other. Leo then sees Donnie using his T-phone, and tells him that there is no signal, but Donnie claims that he might be able to follow something known as an ambient A.C. Current in order to trace their way to Baxter. However, he will need just a little time...Mikey then asks Baxter what made him interested in becoming such a super-villain, so Baxter tells him that, since the chances are that he won't be alive to read his auto biography, he will tell him but Mikey quickly loses interest.

Meanwhile, in the sewers, April is running through "Ukes" (a specific type of counter-defense) with Splinter, until she asks when she will truly get the opportunity to use a weapon. Splinter states that she already possesses the Kunoichi's most powerful weapon: the mind. April asks when the last time was that he saw someone hit someone over the head with their own mind. Seeing that she does have quite a point, he decides on letting her choose a suitable weapon.

He brings out a pile of weapons, amongst which is a staff with a long metal chain attached to it, which he hands to her. He says that the weapon must choose her just as much as she chooses the weapon. She tries to swing the chain, but it gets wrapped all the way around a branch of the tree in the room. He then gives her a spiked-club, but it is simply way too heavy for her liking. She does manage to lift it briefly, but it then falls backwards because of the weight. She is then given a pair of kama, which she manages to work with, until she loses grasp of one of them, and it flies high into the air and then comes right back at her like a boomerang, but Splinter catches it at the very last second, saying that they should keep looking.

Still in the seemingly endless maze, Raph complains to Fishface that they are walking through the world's longest tunnel "of doom", when, suddenly, it ends with yet another striped wall; This time an absolutely huge 'fan'. It then begins to turn, and is beginning to suck both of them into it. Fishface, however, uses his robotic legs to simply plant his feet into the ground, but Raph cannot do so and heads straight towards the fan. But, before he can get utterly pulverized, Fishface catches him at the very last second, and then kicks through the floor down below so that they can escape from the fan into another, black tunnel that does have some visibility. Raph then says that this makes the two even but Fishface then says that the pleasure of killing Raph has been primarily reserved for himself.

Baxter continues talking about his life, like how he was expelled because of using genuine lava for a science fair volcano. Mikey sarcastically says that he's such a poor, poor man.

After a long moment of silence, Raph asks what Xever is doing with The Shredder in the first place. Surprised at Raph's respectful tone and him using his actual name rather than using a derogatory nickname such as "Calamari boy" or "Fish sticks," Xever replies that, in many ways, it's all he has ever known. At a young age, he reveals that he learned a rule: If you want something, you take it. He became perhaps the best thief in town, until he was ultimately caught by the police, but the owner of the brief case he stole, Shredder, had a change of heart and saw his skills as a hoodlum to be potentially useful in many ways...He says that his most recent order was to destroy Raph, his brothers, and Splinter. Raph then realizes that he only does all of this because he owes a large debt of gratitude to The Shredder but it’s mostly because he likes to crack other people’s heads.

Dogpound, after helping destroy a ton of lasers that Baxter sends on them, yells that he will find Baxter without a doubt, and, luckily, Raph and Fishface manage to hear him from behind the wall. Xever then busts the wall open with one, single kick, and then Raph gets teased just a tiny bit by Leo.

Donnie finally thinks that he has got a lock on Baxter, and this prompts Dogpound to rip a random floor tile open, but the floor ultimately collapses underneath them. They then immediately find Baxter, but Baxter wanted them all to destroy each other instead of collaborating, and, so, the temporary team begins to face off against his utterly gigantic Monster"of doom".

Back in the sewers, Splinter then tries to give April a chain with two small metal balls attached to each side, but it ultimately flies out of her hand and accidentally comes in contact with a portrait of Splinter's family. April picks it up and hands it to Splinter, to which she then asks about the picture. Splinter tells April that it was his dear family before his incidents with the Shredder, that is. April then says that his daughter must have been quite beautiful, which Splinter agrees, stating that, if she were alive, she would have been around April's current age. He then tells April to wait for just a moment and subsequently goes into his room to look for an unspecified something.

The boys then begin to fight, but Baxter gets the best of them. Leo then instructs Mikey and a surprisingly cooperative Dogpound to lure the Robot Monster under Baxter as much as they possibly can (who is standing on some sort of flying doohicky), but he is simply too fast and mindful. He then tells Raph and Fishface to take the shot. Fishface then slides onto his back a ways, and Raph jumps onto his feet, and then gets launched up at Baxter, but the vindictive, yet brainy scientist is ultimately able to escape with a metal propeller that he can very easily install on top of his head, and he then shares a few choice words before rapidly flying away.

Meanwhile, in the sewers, April waits, and then sees Splinter coming out with a tessen in his left hand. He says that he was greatly hoping to give it to his long lost daughter one day, but that April should become the rightful owner of it. She remarks that it is beautiful as well, and he then shows her that it makes quite a good/dependable weapon by throwing it right at the tree's trunk. April finally has found her weapon of choice.

Elsewhere, the boys finally manage to find a way out and after declaring the truce to be over, all decide to commence in a continuation of their perpetual war, as they never were able to finish a portion of it much earlier. But all of them are far too tired to really make an effort to actually do so. Mikey then launches an attack by swinging his Nunchucks halfheartedly while shouting "Booyaka-" before yawning loudly and falling over. So, all of them just decide to just forget about it for the time being and leave.

Mikey then declares that Raph and Fishface were able to make a pretty good team back there, but Raph says that he'll take them down whenever he gets the chance. To shed just the slightest bit of light on this, Fishface then throws one of Baxter's balls with laser shredders (which he actually managed to pick up somewhere in the maze) at Leo, but before it can hit him, Raph extends his Sai to pierce into it and says to trust your senses, and that they will see him coming. Fishface then wickedly smiles at Raph and walks away, with the Turtles watching the two villains leave into the night.



Baxter's Gambit/Transcript


Donatello: (sees Kraang carrying a device) "Whoa, that's a Sub-Spacial Endo-Particle Disruptor!"

Leonardo: "Going to have explain if that's 'oh, no' or 'yay.'"

Donatello: "In the hands of the Kraang, it's a definite 'oh, no.'"

Michelangelo: "Why? What does it do?"

Donatello: "The disruptor can desynchronize subatomic residences which invert poly-molecular structures causing them to implode." (Mikey stares at him with a face that says, "What?")

Raphael: "It makes things go boom."

Donatello: "Technically, it makes things go: Zwee-choo...*POP*!" (the others look at him weirdly) "It's important to be accurate."

Raphael:  "Kraang and Fishface and Dogpound?! I must be dreaming, pinch me!" (Mikey does so) "Ow!" (pounds Mikey on the head)

Michelangelo: "Ow! You said..." (everyone charges into battle)

Donatello: "I got eyes on one giant dog and fish, six'o clock."

Michelangelo: "Where?" (sees Fishface and Dogpound) "Aw man...It's just Fishface and Dogpound."

Leonardo: "What are they doing in the open like this? I think we should proceed with caution guys." (notices no response) "Guys?" (notices they're in the street fighting Fishface and Dogpound) "(sigh) Man..."

Raphael: "Where were we? Oh, yeah, I was turning you into fishsticks!"

Fishface: "Actually, I believe I was turning you into turtle soup."

April: "Sensei, not that I don't enjoy running Ukes 6,000 times, but when do I get a weapon?"

Splinter:  "Ah, but April, you already possess the kunoichi's most powerful weapon: the mind."

April: "When was the last time you saw a guy hit someone over the head with their mind?"

Splinter: "...true, let's find you a weapon."

Michelangelo: "Look, we got 'em on the run!"

Raphael:  "Oh, they aren't gettin' off that easy!" (starts running after them)

Leonardo: "Raph, wait, something's not right!"

Raphael:  "Yeah, you talking while they're getting away!"

Raphael:  "This way!"

Dogpound: "Alright..." (him and Fisface come out of their hiding places) "You got us..."

Leonardo"This is way too easy."

Raphael: "Why are you always worrying?" (they get trapped in Baxter's Stockman's maze) "Oh, I see..."

Michelangelo"Careful, guys, this may be a trap."

Baxter Stockman: "Welcome contestants! I'm so glad you could join us tonight..."

Leonardo: "Blister Stockboy?"

Baxter Stockman: "It's Baxter Stockman! I'm your arch nemesis!"

Michelangelo: "I could totally think of five nemeses way archer than him."

Baxter Stockman: "You'll be playing for the ultimate prize: your lives! In the all new family-friendly, incredibly deadly maze of doom!" (he fires missiles at the Turtles, then Dogpound and Fishface)

Fishface: "You fool. What are you doing?"

Baxter Stockman: "I'm sick of you freaks, you treat me like dirt, threaten me! But Baxter Stockman doesn't make friends."

Fishface: "Have you gone mad?"

Baxter Stockman: "Mad?" (laughs evilly) "I'm full-on-mega crazy!"

Dogpound: "You traitor!"

Baxter Stockman: "And even if you make it through my maze alive, you'll still have to face my monster of..."

Leonardo(unimpressed) "Doom? Is it a monster of doom?"

Baxter Stockman: "No! of....uh...uh..oh, the heck with it!" (he pushes a button, the floor vanishes, the Turtles, Dogpound and Fishface fall screaming down into the beginning of the Maze of Doom)

Raphael: "The world's longest tunnel, of doom..." (sees fan) "We're trapped!" (after Fishface saves Raph's life) "Well that makes us even, huh, fish sticks?"

Fishface: "You think I'd let Baxter do away with you? That is a pleasure I'm reserving for myself."

Leonardo:"(to Raph) "You enjoy your play date?"

Raphael: (sarcastically) "Very funny.."

Michelangelo: "Where's Dexter?"

Baxter Stockman: "Fools! You haven't seen the last of Dexter (clears throat) Baxter Stockman!" (he flies away using his propeller helmet)

Fishface: "The over..."

Dogpound: "Let's finish...this...." (the Turtles get out their weapons)

Michelangelo: "Booyaka..." (yawns and almost falls asleep)

Dogpound: "Aw, forget it...Next time..."

Michelangelo: "Ya know, Raph, you and Fishface actually made a pretty good team back there."

Raphael: "He's still our enemy Mikey and he'll take us out the first chance he gets." (Fishface throws the ball of doom at Leo, but Raph catches it with his sai) "Trust your senses--you'll see em' coming..."

(the episode ends shortly after)

(April is waiting for Master Splinter)

Splinter: "I had one day intended to pass this onto my daughter." (shows April a fan with his clan symbol on it) "But I would like you to have it."

April: "It's beautiful."

Splinter: "Yes, and..." (he throws it toward the tree, revealing it to be a blade)

April: "I think we found my weapon."


  • At 20:35 in the episode's timeline, it appears that Leo is holding one of his swords but still has the 2 swords on his back.
  • When Donnie pushes Mikey out of the Sub-Spacial Endo-Particle Disruptor's way, his mask is red for a second but when he rests after doing the job, his mask is purple again.