Exodus, Part 2
Teenage Mutant Ninja Turtles (2003) episode
Season Code: S03E26
Episode: 78
Original airdate April 23, 2005
Written by Greg Johnson
Supervising Producer Lloyd Goldfine
Producers: Gary Richardson
Frederick U. Fierst
Al Kahn
Norman Grossfeld
Thomas Kenney
Supervising Director  Roy Burdine
Story Editor: Michael Ryan
Episode chronology
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"Exodus, Part 1" "Cousin Sid"

Teenage Mutant Ninja Turtles Season 3
October 9, 2004 - April 23, 2005
List of Teenage Mutant Ninja Turtles episodes


  1. The Christmas Aliens
  2. Space Invaders, Part I
  3. Space Invaders, Part II
  4. Space Invaders, Part III
  5. Worlds Collide, Part I
  6. Worlds Collide, Part II
  7. Worlds Collide, Part III
  8. Touch and Go
  9. Hunted
  10. H.A.T.E.
  11. Nobody's Fool
  12. New Blood
  13. The Lesson
  14. The Darkness Within
  15. Mission of Gravity
  16. The Entity Below
  17. Time Travails
  18. Hun on the Run
  19. Reality Check
  20. Across the Universe
  21. Same As It Never Was
  22. The Real World, Part 1
  23. The Real World, Part 2
  24. Bishop's Gambit
  25. Exodus, Part 1
  26. Exodus, Part 2

Season 1Season 2Season 3Season 4Ninja TribunalFast Forward - Back to the Sewer

"Exodus", Part 2 is the seventy-eighth episode of the animated series Teenage Mutant Ninja Turtles, which originally aired on April 23, 2005. It had 5.12 million views on the 4kids website as of 2008.


Major Characters

Secondary Characters


Voice-Over Introduction

The Shredder: For almost a millennia, I have been marooned on this pitiful mudball. But I have spent my time well...I have built my empire, with one goal in mind: revenge. All that time I have plotted to cross the universe and finally conquer the hated Utrom homeworld. And...worlds beyond. But there are those who would stop me, such as Agent Bishop, and the accursed turtles...and their rat master. But now, my starcruiser is complete.

Karai: The Shredder and I are leaving

The Shredder: I say, "Let my enemies come". Today, I return to the stars, and the Shredder will not be stopped!

Leonardo: We have to jump for it!
Raphael: Come on!!

Plot Synopsis

Open as Shredder’s ship is taking off. Splinter and three of the Turtles jump and grab onto Donatello's legs (he was already hanging from the open bay door, having been separated from his family by a missile that destroyed the bridge they were all on). The Turtles and Splinter climb their self-made "ladder" and board the vessel. Don pulls himself up with Professor Honeycutt (downloaded onto the brainy Turtle's Tech-Tablet) attached to his belt. As our heroes enter the ship, Chaplin monitors them via the craft's security systems and alerts Shredder (who has been carried inside by Karai and is now being garbed in a new, far more powerful exo-suit) of their presence.

Still on the ground, people are running for their lives as the mansion is destroyed by the launching spacecraft. Leatherhead, April and Casey all get away, as does an angry Bishop. Bishop orders his men to destroy the Shredder's ship with missiles.

As the Turtles, Splinter, and Honeycutt make their way to the ship’s power core, Shredder and Karai prepare for battle. It seems Bishop’s missiles are useless as the ship simply destroys them with lasers upon their approach. However, Baxter Stockman constructed the defense system, and as more missiles, Chaplin is dismayed to discover that Stockman has disabled the security net, allowing the missile barrage to hit the ship. We see Stockman with Bishop - the secret agent is pleased with his new partner's work.

As the spacecraft shakes from missile impacts, Chaplin frantically tries to regain control of its defense systems. The Turtles make their way to the ship's power core, where Honeycutt informs them he’ll need time to gain access to the controls. Don plugs the Tech-Tablet into the ship's computer systems and the Professor gets to work. Unfortunately, just as Honeycutt begins, Shredder and Karai arrive.

As the groups battle, it appears that Shredder is unstoppable in his giant new exo-suit. Don and Mike attempt to use some cut power lines to electrocute Shredder, but the villain takes the cables from the Turtles and uses them to defeat Master Splinter (he jumped in front of them to save Michelangelo). Leonardo and Karai face off; Leo gains the upper hand and she falls over the side of a rail. Leonardo heroically saves her life, but Karai comments that Leonardo is too good for his own good and renews her attack. Leo is thrown towards Shredder, who knocks the mutant backwards into his own sword, impaling him! Leonardo falls to the ground. Raphael attempts to avenge Leonardo by killing Karai, and he outmatches her in combat. But as he is about to deliver the finishing blow, Shredder intervenes and knocks Raphael unconscious.

As Shredder turns his attention to the last two Turtles, more missiles hit the spaceship. Chaplin can’t gain control of the defense controls, and the hull begins to smolder with fresh missile holes. It seems everyone on board will be cooked as the last two missiles speed towards them. As the torpedoes approach, they run out of fuel and the ship escapes!

Shredder has knocked all of the heroes unconscious and has stopped Honeycutt from hacking into his ship. As the villain is about to finish off Leonardo, Karai intervenes and prevents her master from delivering the finishing blow. The woman states that Shredder has won and asks him to spare the Turtles' lives. Shredder is enraged at her insubordination and he attacks her, sending her flying. Shredder closes in on Karai, but before he can do anything to her, a warhead launched from a nearby satellite hits the ship. The impact from the explosion sends both Shredder and Karai flailing through the entrance and the door slams down, locking them out of the power core room. Shredder orders Chaplin to open the door, and is informed that this will take a minute.

The Turtles and Splinter wake up and realize that they can’t defeat the Shredder and decide to use their last moments to overload the ships power core and blow it up. Donatello plugs Honeycutt back into the ship's systems, and the Professor dejectedly begins the overload. Chaplin gets the door back open and Shredder runs back inside, but he's too late to prevent the power core from overloading.

As the ship begins to explode, time freezes and four Utroms (including Mortu) appear. The Utroms have placed a stasis field around the entire ship, freezing time. During this time, Mortu has the Turtles and Splinter transferred to the infirmary, Honeycutt's conscious sent to the main laboratories, and Shredder, Karai, and Dr. Chaplin to the holding cells. Once everyone is off the ship, the stasis field collapses and Shredder's ship explodes. On Earth, Bishop and Stockman think they have won and the Shredder has been killed.

Later on the Utrom homeworld inside the chambers of the Utrom High Council, the Turtles (who have various injuries on them), Splinter (who has some burns on him), and Professor Honeycutt (in a new robot body) watch a group of seven Utrom judges on the Utrom High Council as the holographic heads of various sentient alien species are shown watching the trial. They hear testimony from several alien races regarding the heinous crimes of the rogue Utrom Ch'rell who has gone through various aliases like Torrinon, Kako Naso, Duke Acureds, Oroku Saki, and Shredder.

  • Dolphette's testimony had mentioned that Ch'rell willingly launched an attack on the planet Enethone where over 1,000,000 innocent inhabitants perished.
  • Wan-ran Otho's testimony had mentioned that Ch'rell incited and funded a civil war on Eno II in an effort to mine their raw minerals without restriction. 3,200,000 lives perished in the civil war.
  • The final mentioning was that Ch'rell tried various attempts to take over the Utrom government through an illegal and violent coup.

The Utrom High Council then communes on the verdict. Upon being found guilty for all the chaos and destruction he’d wrought throughout the universe, the Utrom High Council ultimately sentences Ch'rell to eternal exile on the ice asteroid Mor Gal Tal. As Ch'rell is teleported away, the Utrom High Council leader quotes "May your actions haunt you forever." Mortu states to the Utrom High Council, the Turtles, Splinter, Professor Honeycutt, and those watching the trial that Karai and Dr. Chaplin will be sent back to Earth and handed over to the proper authorities. As Karai and Dr. Chaplin are taken away, Karai quotes "This is not what I wanted, Leonardo... this is not what I wanted!" With that, the Turtles, Splinter, and Honeycutt are told by Mortu that they all owe them a debt of gratitude as the Shredder has finally been brought to justice. Splinter tells the Turtles that Hamato Yoshi's spirit can finally rest in peace now that the Shredder is finished.

On Mor Gal Tal, Ch'rell stands crying out in rage and despair. The camera pulls away and we discover that Mor Gal Tal is part of a belt that forms an orbiting ring around an unnamed alien planet.


Utrom High Council Leader: Hail and peace to all sentient beings. In the name of the great lawgiver, Matthes Arles, this tribunal is now called to order. We sit in judgment over Ch'rell, for war crimes and atrocities committed throughout the galaxy. Ch'rell, also known as Torrinon, Kako Naso, Duke Acureds, Oroku Saki, and the Shredder. Prepare to face the following charges. Let it be known that as Dolphette has testified, you did willingly launch an attack on the planet Enethone. Over one million innocent inhabitants perished. And as Wan-ran Otho has proven, you incited and funded a civil war on Eno II in an effort to mine their raw minerals without restriction. 3.2 million perished. Finally, your crimes against the Utrom homeworld include multiple attempts to take control of the government through an illegal and violent coup. We will now commune upon the verdict.
Utrom High Council: In the name of the great lawgiver, this tribunal finds you, Ch'rell ... guilty!
Ch'rell: What?! Arrrrgh!
Dr. Chaplin: Ouch.
Utrom High Council Leader: Ch'rell, you are hereby sentenced to eternal exile on the ice asteroid Mor Gal Tal.
Ch'rell: You are not fit to judge me! I am the Shredder! I am invincible! I... I... No!... NOOOOOOOO!
Utrom High Council Leader: May your actions haunt you forever.
Mortu: As for the Shredder's comrades, they shall be returned to Earth and handed over to the proper authorities.

Karai: This is not what I wanted, Leonardo...this is not what I wanted!

Mortu: We all owe you a debt of gratitude. The Shredder has finally been brought to justice!
Leonardo: Is it really over...?
Raphael: No more Shredder?!
Splinter: Yes, my sons. My master Yoshi's spirit can finally rest in peace. The finished!

(Ch'rell is shown on one of the many ice asteroids)


  • This is the last episode to use the original theme including the line "Watch out for Shredder!!", unless you count the few times it is used in season 4. From the next episode until "Fast Forward", the line would be Mikey cheering, "We shredded Shredder!!".
  • The Utrom Shredder and Karai easily defeat all four Turtles and Splinter during the final battle.
  • One of the masks in the Utrom court looks like Iron Man.
  • When Baxter Stockman says on the computer "Ah-ah-ah, you didn't say 'may I'!" It's a Jurassic Park reference to the scene when Dennis Nedry says "Ah-ah-ah, you didn't say the magic word!".


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