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[The episode started off with Splinter in the dojo meditating. Mikey's voice rang out, interrupting his meditative trance.]
Mikey: Guys, guys, get in your spot!
[We cut in the living room where Mikey made a makeshift ramp. At the end are Leo, Raph and Donnie crouched on the floor in a row. On the ramp, Mikey is holding his skateboard.]
Raph: All right, Mikey, but this is the last time!
Donnie: But don't flip me this time.
Leo: Ate too much cheese.
Mikey: And now the kid goes for the world record! He will attempt to jump three mutant turtles!
Raph: [annoyed] I can't believe he talked us into this.
Mikey: Ya! Booyakasha!
[Mikey leaped off onto his board and sped down.]
Splinter: What is going on in here?!
Leo: Sensei!
Mikey: Whoa!
[They crash into each other.]
Splinter: How many times have I told you not to skateboard in the lair?
Mikey: None, Sensei.
Splinter: I shouldn't have to tell you!
Leo: [as they get up] You're right, Sensei. We definitely should have known better and we deserve to be punished. Eh, some.
Splinter: And what do you think would be a fitting punishment?
[Leo looks at his brothers]
Leo: Well, uh, we… we should clean up our mess? And then.... think about what we did.
Turtles: Yeah. Sounds about right. We were wrong. Wouldn't want to do too much. No worries.
Splinter: What about being grounded for a week?
Leo: Oh, I'm not sure that's-
Mikey: I'm cool with the thinking.
Donnie: Really, that's not necessary.
Raph: Maybe next time.
Splinter: You're grounded for a week!
[The turtles groaned in defeat, and as for that, the skateboard ramp collapsed, leaving an even more mess.]
[Theme song.]
[The scene cuts with Mikey, Leo and Raph. Raph is pacing around while Leo and Mikey are sitting on the couch.]
Raph: [frustrated] Gah! This bites! I can't believe we're stuck down here for a whole week!
[Donnies run over to them.]
Donnie: [excited] Guys, guys! You wanna see what I made?
Raph: This is how bored I am. Yes, Donnie. I do.
Donnie: Ok, ok, ok! Remember the other day I was scrounging in that military junkyard?
Turtles: No.
Donnie: Well, I found an incredibly advanced A. I. microchip, made from... Get this! Self-assembled chain-linked copolymers!
Mikey: That's my favorite kind of copolymer.
Donnie: Mine too! And I used it to make this.
[He takes out a small device. It is silver and it has a bright blue button in the middle.]
Donnie: The most advanced music player in the world. So who wants to try it?
Mikey: I do! Toss me the T-Pod.
Donnie: [confused] The T-Pod?
Mikey: Turtle. Pod. T-Pod. I am so good at naming stuff.
[Donnie gives the T-Pod to him.]
Raph: You're really gonna plug an advanced piece of military technology directly into Mikey's head? What if it melts his brain?
Donnie: It won't. And even if it did, who'd know the difference?
[Mikey press one of the buttons until he screams.]
Donnie: [in a panic] What? What's wrong?
Mikey: It's polka! Make it stop! Make it stop! [Donnie presses another button] Thanks.
[Music plays from the T-Pod. Mikey started dancing.]
Raph: [having enough] That's it. I gotta get out of here.
[Raph leaves]
Leo: Where are you going? We're grounded.
Raph: I don't care. I gotta do something or I'm gonna go nuts! [grabs a skateboard] Let's find a skate spot!
Mikey: [excited] Skate spot? I'm totally in!
Leo: But what's Splinter gonna say?
Raph: [mimicking] "I don't know what's going on, because they snuck out while I was asleep."
Leo: Heh. Real mature. But I'm your leader. And as your leader, I say nobody's going.
Raph: Well as your followers, we're going anyway.
Leo: Well as your leader, I'm going with you. To lead you. Away from... bad stuff.
[Mikey screams, covering his ears and collapses.]
Leo: What's wrong?
Mikey: [pouting] It's back to polka! We've got to get some more tunes on this!
[Later outside. The turtles run across the rooftops. Mikey is riding on his skateboard while listening to new songs around the rooftops and buildings.]
Mikey: Hey, Donnie! Thanks for all the new songs!
Donnie: Wait, what new songs?
Leo: Keep it down, you guys!
[Donnie leaps on top of Mikey upside down.]
Donnie: What the? It's got thousands of songs and it keeps downloading new ones every second!
Raph: So?
Donnie: So, I didn't program it to do that. It's reconfiguring itself somehow. [realizing] It's that chip!
Mikey: Whatever it is, it's awesome!
Leo: Guys! We're ninjas, remember? We move swiftly and here's the important part silently.
[He falls off the roof and crashes into a greenhouse.]
Leo: Whoa! Beehive!
[He falls off the apartment and crashes into an alley, causing car alarms to go off. Raph, Donnie and Mikey smirk at him.]
Raph: That wasn't very silent, Leo.
[Later., the four turtles land on a rooftop, near a building.]
Raph: Check that out.
Mikey: Let's grind it.
[Donnie looks over and sees a man wearing silver armor and a pink sweater searching at the bottom.]
Donnie: Who the heck is that guy?
Raph: I don't know. But he needs a beat down.
Leo: Hold on, Raph, we don't know that he's gonna do anything wrong. He could be on his way to church.
Raph: Wearing powered battle armor? What kind of church is that?
Mikey: A really awesome one!
Leo: Look, it's my call. I decide who gets a beat down. That guy needs a beat down.
[They leap off the building. The man, Baxter Stockman, was searching for something. He tries to use his torch but it goes out,]
Baxter Stockman: Are you kidding me? Awww, come on... [tries to lift the door] Stupid shutter!
Donnie: [softly] It's just kind of sad.
Mikey: Yeah, I don't know if we should pound him or buy him an ice cream cone.
[Leo pulled out his sword.]
Leo: Halt, villain!
[Stockman turned around.]
Raph: "Halt, villain?" When did we start talking like that?
Leo: We're heroes. That's how heroes talk.
Stockman: You will feel the fury of my powered battle- [shocked] Holy cow! You guys are turtles!
Leo: That's right. We're the turtles of justice!
Raph: Wow. I mean, just wow.
[Stockman charges.]
Mikey: Wait! [puts away his music player into his belt.] Okay.
[The turtles started to attack Stockman, damaging his suit. Donnie cut a few wires, Raph cut another wire, and Leo sliced the armor pieces off. And in the process, Baxter stumbled and broke a window, triggering the alarm bell. The turtles then tossed the man into a dumpster.]
Stockman: You're not the first to ever throw me in the trash, but I swear that you will be the last-
[Raph closes the lid just as the police sirens echoed.]
Mikey: Oh, snap, it's the po-po!
Leo: Let's go!
[They retreat up the fire escape. The police arrived but there was nothing here. Meanwhile, the turtles skateboard to a nearby manhole, gloating their easy victory]
Donnie: Nice!
[They open the manhole and dive in while Donnie closes the manhole. They all return home through the water.]
Raph: All right. We made it home!
Leo: Shh! It's 2:00 A.M.
Mikey: And Splinter's still asleep. This is epic.
Leo: It's not epic. It was a really bad idea.
Raph: No, it wasn't. [leaps onto the couch] We got out there and stomped a sleazeball. So what's the problem?
[Mikey noticed the T Pod is missing on his belt. Meanwhile, Stockman had come out of the dumpster and noticed the T Pod. He tested it until it started to upgrade his robot suit. He chuckled evilly.]
[In the dojo, the turtles are completely tired, even though they tried to train. Leo groans weakly as he tries to handstand.]
Splinter: Knees higher, Leonardo!
[Mikey lands near him as Leo falls to the floor in exhaustion]
Splinter: Extend, Michelangelo!
[Raph rolled past them.]
Splinter: Raphael, you call that a Koho Tenkai? Because I do not!
[Donnie landed onto his face, groaning in pain.]
Splinter: Yame! Hmm. Is there something you want to tell me?
Mikey: Something we wanna tell you? Nope.
Splinter: You all seem tired.
Leo: We're not.
Donnie: Wide awake.
Raph: Fresh as daisies.
[Mikey yawns and feels asleep.]
Splinter: So you would not object to a little Randori.
Mikey: Well-
[Splinter whacks them with a stick.]
Splinter: I hope you have learned, turtles, that truth isn't the only thing that hurts.
[Later]
Crankshaw: Captain Ryan! The rebellion is growing! We have to get off this planet!
Ryan: No!
Crankshaw: But, Captain-
[Crankshaw gets slapped across the face.]
Ryan: I said no! We may have started this rebellion by accident, but by the rings of Nebulon, we are going to finish it on purpose!
Crankshaw: Aye, sir!
Raph: Seen this enough times there, chief?
Leo: Would you shh! This is the best part.
[The show switched to a news report, much to Leo's dismay.]
Carlos: We interrupt this program to bring you breaking news. We've received shocking footage of an assault on the T.C.R.I office complex in Brooklyn.
[On the screen, we see Stockman wearing a new robot suit.]
Stockman: At last I will have my revenge!
Worker: Who are you?
Stockman: You'll never know. I'm the thing that haunts your nightmares! I'm the nameless shadow who-
Worker: Baxter?
Stockman: No.
Worker: Baxter Stockman?
Stockman: [angrily] NO!
Worker: Hey, everybody! It's Baxter Stockman!
Raph: I think his name is Baxter Stockman.
Boss: Is this because I fired you?
Stockman: That copy machine was already broken when- I-! I mean, [deep voice] I don't know what you're talking about!
Leo: How did he upgrade his armor so fast?
[Camera zooms and sees something tiny. Everyone's eyes grew wide.]
Donnie: He has the T-Pod?
[They stare at Mikey]
Mikey: [sheepishly] Oh, um I might of dropped that during the fight.
Donnie: [Peeved.] You dropped it during the fight? Nice going, Mikey!
Mikey: It's your fault!
Donnie: How is it my fault?
Mikey: You know I can't be trusted with nice things!
Leo: So the A.I. chip is upgrading his armor the same way it upgraded the T-Pod?
Donnie: And if it keeps going, there's no telling how powerful he'll get.
Leo: This has gone way too far. We have to tell Splinter about this.
Raph: What? That we turned some nutjob into a super villain? Do you know what he'll do to us for that? I mean, he pounded us into the ground just for being sleepy!
Donnie: Look, we beat Stockman once, we can beat him again. We track him down, grab the T-Pod, and get back here before Splinter knows anything.
Mikey: If my opinion counts for anything, Donnie's right.
Donnie: Hey, thanks, Mikey. But it doesn't.
Mikey: Didn't think so.
[At the surface, in Stockman’s lab. The turtles' shadows can be seen from the window.]
Stockman: I'm not Baxter Stockman. I am the Baxman! No, no, I am.. I am the Suitinator! Aw, that's terrible! Captain Punch-you-hard! Why is this so difficult?
Mikey: I kinda liked the Suitinator.
[The turtles shush him.]
Stockman: You guys again?
Leo: All right, Stockman. Nobody wants to hurt you.
Raph: We don't? Did I miss a meeting?
Leo: We just want the T-Pod.
Stockman: Give up my source of power? Why? So you can laugh at me again? Throw me in a dumpster?
[Everyone's eyes grew wide]
Raph: Sounds good to me.
[Raph starts to attack but Stockman punches him. The others started to go after them but Stockman extended his hands, slamming Mikey and Donnie down. Leo managed to slice his claws. Stockman laughs as he regrows his robotic arm. Leo is confused. until the claw he sliced off started to move on its own and latch itself onto Leo's head. He panics trying to take the robot off and runs around.]
Leo: Get it off! Get it off!
[The others emerge from the rubble as the robotic claw takes notice of Donnie and Raph. It starts firing lasers. Donnie and Raph leaped out of the way only for their weapons to get dislodged. Their eyes grow wide with shock.]
Donnie: Lasers! Run!
[They run for their lives as Leo gets electrocuted.]
Mikey: Hey Stockman!
[Mikey swings his Kusari nunchuck, trapping Stockman. He spins around, dragging Mikey around.]
Donnie: Incoming!
[Donnie and Raph take cover, ducking their heads.]
Raph: What now, genius?
[Donnie sees a piece of glass and he and Raph hold it up to deflect the laser beam. Leo gets himself free when the laser strikes the robot.]
Leo: Thanks.
[Mikey was being swung by Stockman as the boys charged after him. Mikey gets knocked into Raph as Leo sliced off the chain. Donnie uses his bo but Stockman grabs and breaks his spear. The others soon joined him and charged. There was an explosion. Stockman bursts through the building, holding the turtles and throws them into the dumpster.]
Stockman: Foolish turtles! Did you really think you could defeat me?
Mikey: Well, yeah.
Stockman: All my life, people have laughed at me. The other kids in school, my co-workers, the woman who fixes the copy machine! How was I supposed to know you don't pour toner in the top? But when they behold the power of this suit, they won't be laughing anymore! They'll tremble in terror!
[He starts to get a new upgrade.]
Leo: What's happening?
Donnie: Stockman and the T-Pod. They're... merging. They're becoming one single entity.
Mikey: The Stockman Pod.
[The turtles started to run away, getting out of the dumpster and fleeing.]
Mikey: The Stockman Pod's right on top of us!
Raph: Stop calling him that! That's a stupid name!
Leo: Split up! He can't follow us all!
Mikey: No way! He's gonna follow me!
Leo: Why would he follow you?
Mikey: They always follow me!
Leo: Stop being paranoid and just do it!
[They split into different directions as Stockman chased after Mikey.]
Mikey: Aah! I told you he was gonna follow me!
[Mikey starts to invade while Stockman chases him. Leaping over a wall, he saw a pizza guy riding by.]
Mikey: Pizza? All right!
[He leaps and grabs a pizza box.]
Stockman: I've got you now!
Mikey: Oh, yeah? Well, I've got hot cheese!
[He tosses the pizza onto Stockman.]
Stockman: Is that the best you've-
[Stockman realized that they were gone.]
Leo: Shh, guys, quiet. You're gonna wake him up.
Mikey: I'm not making noise. Shh.
Raph: Don't tell me to be quiet. Shh!
[The lights suddenly turned on.]
Leo: Ah! Sensei!
Splinter: And where have you been?
Raph: Nowhere.
Splinter: How did you get so hurt?
Leo: Oh! That! Um, well, we were um-
Raph: hit-
Donnie: by a-
Mikey: bus?
Donnie: Hit by a bus?
Mikey: Well, what was I supposed to say? Meteor? Cow? Flying buildings?
[Both of them glare at each other. Splinter bangs his cane.]
Splinter: Enough! Tell me what happened.
[Later in the dojo]
Mikey: And then I threw hot cheese in his face and ran away.
Splinter: Very resourceful, Michelangelo. But I'm still highly disappointed in you all. The first rule of being a ninja is "do no harm. " Unless you mean to do harm. Then do lots of harm.
Leo: You're right, Sensei. I guess we did make a mess of things.
Splinter: So what do you think would be a fitting punishment?
Leo: We need to clean up our mess.
Splinter: Yes. You must stop this Stockman Pod.
Donnie: But, Sensei, that guy's already kicked our shells. And now he's even more powerful. How are we supposed to stop him?
Raph: I know! I'll hit him really hard!
Splinter: Brute force is not the answer. You will need to rely on your ninja training.
Mikey: Excuse me, Sensei, but ninjas never had to go up against guys in armor. I mean ninjas always had to go up against guys in armor.
Raph: Nice save.
Leo: Sensei, what was their secret?
Splinter: They understood that you do not fight the armor. You fight the man inside.
Mikey: Why are we all looking at each other?
[Later on the rooftop, Leo, Raph and Donnei wait on a rooftop for Mikey.]
Donnie: Are you sure this is gonna work?
Leo: Like Sensei said. Don't fight the armor. Fight the guy inside. And one thing we know about bad guys, they love chasing Mikey.
[Mikey appears.]
Mikey: Guys! Stockmanpod's got missiles!
[Missiles explode, making them dodge. Mikey managed to avoid the explosion as he used his nunchuck on the cable wire. Stockman approaches them, laughing evilly. The rest started to throw chains and restrain him in a hold as Mikey lands next to Leo.]
Mikey: Now who's trembling in terror?
[Stockman breaks free and throws Mikey, causing a crash.]
Donnie: Mikey!
Raph: That's it. You're going down!
[They start to attack. Donnie lifts himself using his staff and kicks Stockman repeatedly before slamming down. Leo comes in from behind and tries to slice his armor, but it doesn’t dent. Raph stabs his sai leaping to the top but gets knocked onto the roof and slammed down.]
Leo: Raph!
[Both turtles leap but they get caught and spin around making them dizzy then Stockman throws them down. Raph managed to save them by getting them back on the roof.]
Raph: Gotcha!
Stockman: Any last words?
Leo: Just one. Bees!
Stockman: Bees?
Mikey: Beeees!
[Mikey throws the beehive into the robot, Stockman yells. The mouth of the suit opens up to reveal the Pod.]
Leo: The T-Pod!
[Still yelling, Stockman tried to shoo the bees away. The boys managed to knock him down and the robot deactivated. Leo then pulled the T-Pod out and Stockman, covered with bee stings, emerged from the robot.]
Stockman: So we'll call it a tie?
Leo: Wanna call it a tie, Raph?
Raph: Not yet.
Stockman: No! Nooo!
[Stockman was thrown in the garbage.]
Raph: Now it's a tie.
[They cheer.]
Splinter: You all showed wisdom and great skill in defeating the Stockman Pod. I am proud of you all.
Leo: Does this mean we're not grounded anymore?
Splinter: Yes. But first, Randori!
[The turtles scream as the episode ends.]