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Mikey Let's go, Leo, I'm starving! Yeah, boy! Ramen.
[Leo puts the bowls to Mikey and himself. A little cockroach crawls around on the table with a camera on its head. First, it goes to Leo, then to Mikey, but when it goes on Raph, who was about to eat ramen, panics.]
Raph AAHH! Roach! Roach!
[Raph tries to stomp it with his sai but the bug scurried away. Leo and Mikey watch. Donnie came along holding his computer.]
Donnie Stop! Stop, you'll smash him!
Raph That's the idea!
Donnie [carries the bug in his hands] You can't smash this roach, ok? He's special.[Lightly pets the Spy Roach then shows it to Raph.] Really speciaaaaal~
Leo Okay, I'm going to regret this, but why is he special, Donnie?
Donnie Because I outfitted him with a remote-controlled camera helmet!
Leo Wow, that explains why you're special.
Donnie We can send him into T.C.R.I and spy on the Kraang. The camera allows us to see whatever the cockroach sees.
[He shows the video where the roach sees. Mikey laughs at the part where Raph gets scared of the roach.]
Mikey That is awesome. Big, tough Raph is scared of cockroaches.
Raph I am not.
Mikey Oh, really? Let's go to the video. This is my favorite part, right here. Donnie, can I get this on a t-shirt?
Raph Want to see my favorite part? [Tosses Mikey across the table.]
Donnie We're going to spy on the Kraang with a cockroach!
[Theme song]
[Outside and inside the shellraiser.]
Donnie Come on, roach number one. Make papa proud.
[The roach started to cut through the walls with a saw and started to spy on the kraang.]
Kraang Kraang has been on a diet known as "gluten-free". Kraang has already lost thirteen Kraang units of weight.
[The roach started to climb up the column and looked down from below.]
Leo Wait, what are those guys talking about? Can you get closer?
Kraang That which is known as the next phase of the Kraang invasion to the planet known as Earth will soon begin.
Leo Next phase? That doesn't sound good.
Kraang That which is the laser drill will drill a hole in the planet known as Earth. That is a hole that is 30 miles deep in the Earth.
Donnie Whoa, whoa. They are going to bore a hole into Earth.
Leo I'm guessing that's bad.
Donnie Unless you think the city needs a giant lava fountain.
Leo Yep, that's bad.
Raph Goodbye, harsh winters-
Mikey Lava surfing rules.
Leo It definitely doesn't, Mikey. We have to stop this!
Kraang To execute the plan, Kraang needs to possess that which is known as the diamond lens to make work the drilling of the laser drill.
Raph What does that mean?
Donnie They need a diamond lens to make their laser drill work. now shhh!
Kraang Kraang is already on the way to that which is called the laboratory that is having the lens that is needed by Kraang.
Ralph What?
One of them is going to a lab to get it!
Raph Which lab?
Donnie Maybe, if we listen, they'll tell us!
[He accidentally knocks the roach into the mutagen.]
Donnie Thanks a lot, Raph. We lost the signal!
[The roach started to mutate in the ooze and sink to the bottom. Later it climbs out. The droids looked and saw the splattered ooze. Unknown to them, a massive figure pulled them. In the background, we see that the Spy Roach is bigger now and robotic. It scanned the area and cut its way through the walls.]
Donnie Uh-Huh. I think I found the diamond lab. Now, it's a bit blurry but maybe we can follow it to the laboratory.
Leo We don't have much time till the Kraang drill fires. Let's go!
[Leo starts the Shellraiser. Something thumped under the van]
Donnie Ka-Thump! That's a really bad sound.
Mikey It sounded more like a "ba-dump".
Raph I heard a "fwap".
Mikey and Donnie Fwap?
Raph Fwap.
[They check outside and what they saw was the spy roach now run over and dead. ]
Leo What is that?
Mikey Ugh. Smells like a butt sandwich.
[Raph covers his mouth and gags. Donnie began to analyze the body with his pencil.]
Donnie Oh. Oh, dear. Would you look at that? Hideous and beautiful. It's... blech!
Leo So, what is it, Donnie?
Donnie It's my spy roach.
Raph Your what? Your WHAT?!
Donnie It must have been exposed to some mutagen. You see how the nab helmet merged with his exoskeleton? We have never seen organic and inorganic matter fused in-in-in such an ama--
Raph That's great, Donnie, we can discuss this some more when we're driving away at a thousand miles an hour.
Mikey Come on, you big baby. What are you worried about? We creamed it with our van. It's not like it's going to get up and come after us!
[As Mikey talks, the Spy Roach slowly gets up and grabs Donnie.]
Donnie Uh, guys?! WAAAHH!!
[The roach lifted him in the air.]
Mikey Or maybe it would.
[Raph screams as the roach tossed Donnie and began to approach. Mikey, Leo and Donnie struggle to fight the bug but it is stronger.]
Leo This thing's tough.
Donnie Naturally. Cockroaches are among the most resilient life forms on the planet.
Mikey And the grossest. [gets knocked] Sensitive roach.
Leo Where's Raph?
Raph Eat hot manhole cover!
[Raph started to fire the manhole covers and managed to knock it down. The bug began to twitch and started to approach but it got knocked down completely.]
Raph Oh, no!
[Raph continues to fire again]
Leo Whoa. Whoa. Whoa. Ease up, Raph. I think you got him.
Raph Okay. Okay. [shoots it one more time] What do we do with it?
Leo Forget the roach! We've got to stop the Kraang before they destroy the Earth.
Raph Leo's right. We've got to go.
Mikey You just want to get away from that thing.
Raph Is that so wrong? [the roach is gone] Oh, no. It's gone! Come on, guys, we've got to move.
[They run back to the shellraiser]
[Meanwhile, the Kraang are transporting the lens into the truck.]
Kraang The box which contains the lens is heavier than Kraang thought.
Donnie There's the van! They must have picked up the lens.
Raph Ram that sucker!
[They knock the Krang's van down.]
Leo Halt, Kraang!
Kraang The halting of Kraang is not a thing that the ones who are turtles will be doing to Kraang.
Leo Wrong. The halting of Kraang is exactly the thing that the ones who are- yeah, just halt!
Donnie Which do we save first? The world or the English language?
Raph [pulling the lens] I've got the lens.
[The spy roach appears on the van. Raph screams and the bug starts to fire lasers at the Krang. Once they are down, The cockroach terminatior leaped down off the van.]
Leo Mikey, Donnie, you take the roach. Raph, you're coming with me. Raph? Raph!
[Raph is hiding in the corner.]
Mikey All right, my roachie. Time to meet your maker.
Donnie Wait, isn't that me?
Mikey Exactly. Go get him, tiger.
[The roach grabs Donnie while a few winged Krang fly alongside. Mikey dodged as Leo tried to pull the box. but the winged Krang caught it.]
Mikey Oh, no. The Kraang has the lens again.
[The roach shoved Mikey aside. Leo continued to run from the lasers]
Leo Raph, where are you? Raph, are you hearing me? Raph?
[Meanwhile, Cockroach Terminator scanned to see Raph hiding behind the shellraiser.]
Raph Why did it have to be a cockroach? Why did it have to be a cockroach?! That is a big cockroach!
[Donnie attacks]
Mikey We're not done with you yet, Spy-Roach!
[Mikey sprays bug spray at the bug, making him screech. He and Donnie began to spray him and whack him down as the roach fell on his back.]
Donnie Yes, nail him, Mikey!



Mikey: Uh-oh.

[But the bug spray is out. Before the roach could fire, he gets run over by a truck.]

Mikey: How does that grill taste, bug?

[The driver screams seeing the bug and leaps off. The truck crashes into a warehouse. Donnie cheers.]

Donnie: Now, where's the diamond?

Leo: Raph lost it. Raph, where were you?

Raph: [lying] I was busy.

Leo: Busy cowering in terror. We have got to find the drill before the Kraang cracks open Manhattan like an egg!

[Raph sighs. As they leave, Spy Roach emerges from the flames. Back at the shellraiser]

Leo: You blew it, Raph. You've got to get your head together.

Raph: [guilty] I know. This stupid phobia is going to end up getting the whole team killed. Listen, I'm sorry, Leo.

Donnie: Guys. Okay, here's a map of known Kraang facilities, and here's the map of the fault lines in New York City. Now, if the Kraang are going to drill into the Earth's crust then this is where they do it.

Leo: All right then, guys. We've got a little more time left before the Kraang start drilling.

[They continue to drive. They hear something thump coming from below and a buzzing sound of a chainsaw.]

Raph: What's that sound?

Donnie: I don't see anything outside. Uh-oh. He's back!

Raph: What?! Where?! Where the heck could it be? He's underneath the van. He's underneath the van!

[Below, the roach cuts through causing the shellraiser to stop.]

Raph: He cut the drive shaft?

Leo: How does he keep finding us?

Donnie: Well, he could be using the homing signal I set up so SpyRoach could find his way back to the van.

Leo: There's a homing signal?!

Mikey: Dude, even I would have turned that off.

Donnie: Excuse me, Mikey. I've been a little distracted. Maybe I can use the signal to tap into his camera to see what he's seeing.

Raph: None of this makes sense. Why is he so mad at us?

Donnie: And got it.

[The camera screen shows Raph attacking. Finally, it made sense that the Roach is after Raph.]

Raph: Oh, crud.

Donnie: I don't think he's mad at us. I think he's mad at you.

Mikey: Wow, that stinks for someone who's afraid of roaches!

Raph: I already got it, thanks. So are there any more surprises? [a blazing saw appears] He has a saw?! This cockroach has a saw!

[Leo slices the limb away.]

Leo: Not anymore. Donnie, the rest of us will keep the roach busy-

Raph: We will?

Leo: Yes! You've got to fix the Shellraiser fast. Like, yesterday fast.

[Leo, Mikey and Raph are outside, even though Raph is scared.]

Leo: Hey, SpyRoach, Raph's out here. Come and get him.

Raph: Really? You're using me as bait?

Leo: Yep.

[Spy Roach appears. The turtles began to flee. Leo and Mikey grab the bug in a trash can but are easily thrown aside. Raph starts to run away.]

Raph: I'm not afraid! Not afraid. Not afraid... Not not... Scratch that! Fully afraid! I'm sorry I tried to smash you, ok?

[Raph gets cornered then cowers as he puts his arms on top of his head to sheild himself from the Spy Roach.]

Raph: I'm sorry. I learned a very important lesson. I'll never be cruel again. Just leave me alone!

Mikey: On one condition.

Raph:[Screams.] Anything!

Mikey: Be good to Michelangelo.

Raph:[Raph continues to scream then stop to realized who it was.] What?

Mikey: Let him read your comics once In a while.

[Raph turns around to see who was doing the Spy Roach voice impression then fumes with angry anime expression shown on his face.]

Raph: MIKEY!

[Raph angerily kick Mikey's behind. Mikey hides behind Leo, as Leo stops Raph's further rampage.]

Mikey: OW! So much for learning your lesson.

Leo: Nice job, Raph.

Raph: What are you talking about? Where's the bug?

[They looked over and saw the bug was frozen.]

Raph: Ha! Stuck, huh? [Uses his sais to tap on the Spy Roach's head.] Not so tough now, are you, roachie? You're just a hollow shell. [The bug's head fall off.] What the-

[It turns out the bug is a molded shell as it crumbled into pieces.]

Leo: He must have molted.

Raph: They molt?

Leo: Yeah, roaches shed their skins when they.. get.. bigger.

Mikey: Dude, you're not kidding.

[He was right. The roach mutated. It was now white with two blackish eyes, blue digital wings and a nasty looking mouth.]

Raph: A cockroach.. Why did it have to be a cockroach? And it flies!

Leo: Run!

[They start to run away from the newly formed bug until it grabs Raph, its tongue licking his cheek. Raph stabs it and falls into a dumpster. He climbs out, screaming.]

Raph: Start the engine! Start the engine!!

[They retreat into the shellraiser]

Leo: Donnie, did you get this thing working?

Donnie: We've got bigger problems. You've got to stop that drill!

[Raph starts to fire trash balls at the bug but no luck.]

Raph: What the?

[Mikey kicks the spy roach out of the way.]

Mikey: Take that!

[Quickly, the shellraiser started.]

Raph: I had my chance, and I couldn't face it. I just couldn't do it!

Mikey: Look at the bright side. In fifteen minutes, we could all melt in a fountain of lava... Ok, that sounded brighter in my head.

Donnie: The laser drill is just past the front gate. Kraangdroids everywhere. Hope you've got a good plan.

Leo: I'm going to ram through the gate and we'll go from there.

Donnie: Works for me!

Leo stars at Raph, who felt pretty guilty.]

Donnie: Uh-oh. We've got company again.

Raph: What was that? Where is it?

[Suddenly the bug grabbed Mikey into the air.]

Donnie: It's got Mikey!

Leo: We've got to do something.

[Raph decided to have a chance to get rid of his fear and save Mikey.]

Raph: I'll stop him.

Leo: You don't have to do this just to prove you're not afraid.

Raph: I am afraid and that's why I have to do this. I'm coming, Mikey! No six-foot tall cockroach is going to eat my brother.

[Raph leaves into his kart. Mikey struggled to get out of its grip as Raph used the go kart.]

Raph: Hey! You, up there. Looking for me?

[The bug tossed Mikey back on the shell raiser. He recovers and hides the shellraiser as Raph drives off the roach chases him and pulled mugaten bombs from its chest and threw them at the road. Raph ddoged teh attack ands began to use a cloaking device while the bug lost its signal. Raph thinks he lost him but his kart accidently knocked over a bunch of trash cans, gaining the roaches attention. The creature roars and pulled out more of its mutagen bombs. Raph throws the mutagen bomb at the roach's faces, causing it to crash.]

Kraang: The laser drill just passed the 500-meter mark.

Kraang 2: Those known as the turtles are approaching

Leo: All right, guys. Get ready. We're going in.

[They charge right in, but only to be stuck midway]

Mikey: Are we in?

Leo: No! Raph, we're stuck! It's up to you. Get the Kraang!

Raph: I'm on it!

[Spy roach blocks his path.]

Raph: This is either going to be really cool or really painful.

[He moves forward and crashes into Spy Roach, causing him to fly in the air and land on the other side of the Kraang center.]

Raph: Ok it was both.

Kraang: The laser drill is at 400 meters from the Earth core.

Raph: Not for long!

[He gets to the top. He looked over and saw Spy Roach, its face now had a tire track.]

Raph: You've got to be kidding me! All right, insect. You think I'm scared of you? I aced your butt twice already. You want to go for number three, huh? Do you? Come and get me!

[He throws his helmet at the roach mutant. Raph started to battle the Spy Roach, biting and punching it.]

Kraang: The laser drill is at 300 meters.

[Raph punches it in the stomach then starts to pull the laser.]

Kraang: 200 meters....!00 meters.

[Raph punches the roach down and moved the orb and grabbed onto the laser.]

Raph: Drill this!

[He sliced the bug and exploded into goo, and the machine got destroyed. He then catches his helmet who came back and back to his kart. Then they retreat back onto the street.]

Leo: Well, Raph, you faced your fear and saved the city. Not bad for a Wednesday.

Raph: Faced my fear? I conquered my fear! I looked my fear in the eye and I zapped it to a blimp.

Mikey: Wooow uh! So you're not afraid of cockroaches anymore, huh?

Raph: Nope.

Mikey: Good, good then you won't mind the one I just slipped into your shell.

[Raph’s eyes grew wide and ran around screaming as everyone laughed.]

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