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This is a transcript for Insane in the Membrane, the fourteenth episode of season 4 of TMNT (2003 series).

Voice-over production[]

Baxter Stockman Once, long ago, I, Doctor Baxter Stockman, was whole man, a brilliant mind and an able body. In the science community I was unequaled, throughout the world I was renowned, revered, worshiped. But it all went wrong, horribly horribly wrong. My genius fell under the control of cruel-minded brutes. They Whittled me away piece by piece... limb by limb... until I was reduced to nearly nothing. But those simpletons aren't to blame. I finally know who is truly responsible for my downfall. And now, with my new body, I will have my revenge!

Outbreak hunt[]

In the New york Subway the turtles face against mutant toads.
Michelangelo Yoinks!
Ralphal Alright ugly down boy, That's it that's a good mutant toad.
(As he gets wack the toads tail.)
Aggh!
(As the toad pounces Raph grabs it with equipment)
I said stay
(The toad extends its tongue Ralph but misses.)
know this would be a lot easier if I could just use my sies on these slimeballs.
As Leo fires with his tranquilizer and Don use grabber and clobbers.
Donatello Sorry Raph but you know how toxic these outbreak bugs are.
Ralphal Yeah I know trap'em and tranq'em.
Michelangelo Well somebody grab the tranq!
Donatello (As Don grabs the toad)
Got him
(But Don gets pulled instead)
Whoo!
Ralphal Ah Donnie, I think hes got you.
Michelangelo Hang on bro Micky'sr comin!
He sees a subway train approching quickly and he runs the oppisite direction but the toad lands in front of him.
Michelangelo Zoinks!
The toad mutant pulls Donatello to the front of the upcoming subway train, Leonardo cuts the cable and pulls Donatello clear off the passing just in time.
Donatello Good timing Leo, Thanks.
Leonardo: I think that's enough monster hunting for one day, Lets go.


Stockman prepares for his new clone body[]

In area 51 Baxter Stockman in his Big Spider body make the final preparations for body transfer.
Computer voice Body transfer systems ready
John Bishop Its a rash mistake Doctor Stockman
Baxter Stockman Ah, Agent Bishop, I came only cassume you're here to witness my genius at work.
John Bishop I'm here to warn you one last time, it's foolish to go through with this.
Baxter Stockman Please you're living proof that my body transplant procedure works, why should I have to wait for my new body?
John Bishop Why? because your genetic miscalculations caused an outbreak in New York that's turned the city into a cesspool of mutations.
Baxter Stockman As if it wasn't one already.
This improved super soldier accelerant has made my new clone body far stronger and faster than initial tests suggested.
Early genome and balances were inevitable but I've solved those problems as I always do.
John Bishop Do what you will doctor but don't damage that brain of yours it is still of some use to me.
Baxter Stockman Maybe the dullard should try getting a brain of his own.
(As he removes the tank containing his brain from his robot body and potions it into the transfer machine.)
Now then time to put myself to sleep so that I can wake up a new man.
Computer voice Commencing cerebral transference.

Origins of Baxter Stockman[]

A flashback show when Baxter Stockman was young: Experimenting with kitchen chemicals. He was going to pour some acidic liquid into jar with a beetle inside, but he stops and smiles in surprise when his mother come home from shopping.
Baxter Stockman's mother Where's mama smart little boy?
Young Baxter Stockman Mama! [Young Baxter hugs his mother, who kisses him on the cheek. Baxter notices that there's something on his mother's back, much to his curiosity.] Hey what's that behind your back?
Baxter Stockman's mother It's that science kit you've been wanting baby doll,

lot better than playing with those pots

Young Baxter Stockman [Excitedly] Will you play with me mama?
Baxter Stockman's mother [Upset] Oh, I wish I could honey but Mama's gotta work a double shift tonight. [Young Baxter closes his eyes and looks down in disappointment.]

Alright baby now you have fun and remember the sky's the limit for you baby doll, the sky's the limit.

Young Baxter gives second though and releases the beetle and he's proud of doing.

Baxter Stockman's back! In the flesh![]

Baxter wakes up and gains consciousness in his new body, the tank empties out the water and Baxter emerges from the tank coughing out.
Baxter Stockman At last I'm back, Baxter Stockman is back in the flesh the superb pine now housed within a superb body.

Testing[]

Stockman takes his new body outside and gets the choice to feel his senses.
Baxter Stockman Oh, how I've missed having a physical body, the sights, the smells, the sensation of a cool breeze, I have goosebumps! Goosebumps!
Huh? (Stockman's body suddenly gets a strange reaction in his arm.)
The skin is just settling yes that's all, simple tissue acclamation.
Back in the lab, Stockman enjoyed a large meal.
Baxter Stockman (He burps) Ahh,
(he picks up a mirror and looks at himself)
Baxter Stockman, you are beautiful.
(He suddenly gets a sharp painful reaction on his forehead.)
It might be prudent to run one or two small tests.
Everything seems normal, above normal, perhaps I should check the molecular dosage levels of the super-soldier accelerant.
Stockman has fallen asleep and he starts hallucinating his mother
Baxter Stockman's mother Baxter
Baxter Stockman Huh? (Waking up) Who's there?
Baxter Stockman's mother I'm sorry baby doll I know you're working but I just wanted to let you know how proud I am of you, the sky's the limit for my Baxter. [Baxter Stockman's mother gently touches her son's cheek.] You sleep tight now baby. Oh and honey do me a favor put something on that finger it looks infected.
Baxter Stockman (He wakes up) Mama?! [Long silence. Baxter looks around in confusion and rubs his neck, realizing it was all a dream.] Must be some neuro-anesthetic residue from the transference.
(He is suddenly shocked to see his left hand infected and his index finger just comes off, causing Baxter to panic in horror and disgust.)
No! NO! What's happening to me?!

Stockman is a...Zombie and Frankenstein's Monster![]

Over the week Stockman analyzes and tries to repair his body.
  • Examining his finger
  • Examining his whole left arm
  • He hammers his arm back on
  • Welding on his right forearm
    He look into the mirror, screams at his reflection and drops it, breaking it in shock, upon seeing himself as zombie or Frankenstein's Monster.
Baxter Stockman [Driven to madness and desperation] This experiment is a CATASTROPHE! (As he slams his hands on the floor which it cracks) How could I have been so stupid?! Why was I in such a rush?! Why didn't I listen to Agent Bishop?! [Rips off his lab coat in rage] WHY?! Why am I a failure, my whole life?! Oh, mama. I started with such promise... (Reminiscing) Where did it all go wrong?! WHERE?! (The scene turns red and blue as all of Stockman's enemies appear in his mind, reminiscing his time with them. First, we cut to Shredder and some Baxter's injuries.) The horrible degradation at the hands of the Shredder... (Cut to Hun, who looks grumpily at camera with Purple Dragons behind his back.) His horrific thug, Hun! (Cut to the turtles) or those despicable turtles! No! NO! Before them! (Camera pans to April, who points at something and then...) It was HER! I trusted her and she betrayed me! (Cut to the turtles (in shadows) and April. Raphael is seen kicking robot Stockman.) She brought in those turtles and ruined everything! My glorious Mousers failed because of her! And that failure is what brought the Shredder's wrath down upon me! Yes! Yes! She's responsible! She did this to me! (He picks up the whole table, throws at machinery and brakes) AND SHE IS THE ONE WHO WILL PAY!!!
Outside at night, while a helicopter is about to take off, Stockman knocks and throws the two pilots and takes off to New York.

April is captured![]

At April's apartment, While April & Casey Jones are watching TV peacefully. Then they hear loud knocking at the door.
Casey Jones I'll get it.
Shesh I'm comin I'm comin.
As Casey is about to open the door, Stockman breaks it down and blows Casey to the floor.
April Casey!
Baxter Stockman Hello Miss O'Neil
(As shes horrified to see his body)
We've got some catching up to do, back where this all started.
Stockman points a gun on April fires a tranquilizer dart and lands on her left shoulder. She pulls the dart out but immediately falls to the floor from the high dosage.
Casey Jones April!
Casey is about to punch Stockman but he grasps Casey’s fist then throws him at the wall and knocks him out.
Baxter Stockman Come April dear, you have a little appointment regarding retribution.
(As Baxter picks up April places her on his shoulder and carries her away laughing.)
At the Turtles new lair, the turtles are gathered to see Donnie's new invention.
Ralphal So, what’s the big surprise already?
Donatello Well after months of hard work I give you the new battle shell.
(Which he unveils and seems to be an ordinary moving van)
Michelangelo Where? Inside the moving van?
Donatello No it is the moving van.
Ralphal Ah bro I know you've been feeling under the weather lately but come on.
Donatello Perhaps a small demonstration
(as he activates with the remote)
Multi-function side panels, ion charged laser cannons, concussion blasters, plus a command center that's patched in with our computer mainframe, security systems and shell cell(which starts ringing in the cab) which as you can hear works perfectly.
(Don answers the cell)Hello?
Casey Jones Guys it's Stockman he's back and he's taken April.
Leonardo Hang tight Casey we're on our way.
As the turtles get in the battle shell, starting the engine (as the lights come on) Don steps on the accelerator drive the battle shell out the lair and through the sewers.
Whilst driving the battle shell in the streets of New York with Casey inside.
Casey Jones He just busted in, he knocked me out, and when I woke up, they were gone. All I remember is him saying something about going back to where this all started.
Ralphal Where it all started?
Leonardo: Stocktronics, the lab where he and April first worked together it has to be.(As Stockman continues to carry April to his old lab building now abandoned)
Baxter Stockman Now miss O'Neil time for you to pay for what you've done.
(As Stockman grunting, sliding opens the worn down doors with all his strength)
You ruined my work for the Shredder, you brought those Turtles into my life, because of you I have been torn apart well miss O'Neil now it's your turn to go to pieces.
(He uses a live cable places it the computer which the lights come on)
Ah! it's good to be home.
Stockman starts hallucinating his mother again. This time he sees his mother, coughing in bed and feeling ill.
Baxter Stockman's mother Baxter, I'm sorry baby doll Mama's just worn out, I guess this old body just can't take it, I so wanted to see you grow up and be a fine man,(Baxter shows as his younger self) I did remember the sky's the limit for you boy, I love you Baxter.(As she raises your hand then fell resulting in death)
Young Baxter Stockman No mama don't leave me mama!
(Holding his mother's lifeless hand)
As the hallucination ends April wakes up and she sees Stockman holding some junk.
Baxter Stockman Mama!
Then Stockman starts reimagining back at the time when he and April were working together.
Baxter Stockman What? Ah Miss O'Neil I'm glad you're here early, we have a lot of work to do, as you can see the mousers is search and retrieval functions are all ingeniously controlled by a remote mother computer but quite brilliant really.
(As April tries to sneak away Stockman turns around and laughs)
Oh you flatter me April (hallucinating April in her lab coat) I like that.

Confronting a genius[]

Behind her a anther door opens automatically, the turtles and Casey come through.
Leonardo: Let her go, Stockman!
Baxter Stockman April?
(First he's still hallucinating April in her lab coat then blinks his eye to he sees the turtles and Casey with her)
You You betrayed me.
Donatello (As the turtles grab their weapons)
Run April, get out of here.
Baxter Stockman No she can't leave I forbid it.
Michelangelo You asked for it, Doctor Stockman-stein.
The turtles and Casey run to engage Stockman, he pulls up the floor sections flips them over the lab.
Baxter Stockman Don't interfere she ruined my life and she must pay.
Stockman throws a unit which breaks the window
Baxter Stockman April?
(He jumps out of the building and starts pursuing her.)
April
As April runs through an alley she sees a cable car station, as a is about cable car come in she run towards the station whilst the turtles and Casey exit Stocktronics.
Casey Jones Which way did they go?
Michelangelo We should split up.
Donatello (As Don sees the helicopter Stockman left behind)
No better yet search from above.
As April rides a cable car, she sits down and takes a sigh of relief, the tranquilizer still in her system, blocking her adrenaline, then a sudden thump shakes cable car, April looks though the window.
April NO!
As she sees Stockman traversing the cable getting closer to April, She walks backwards and cable car shakes again causing her to fall backwards. Debris falls as the top is forced open by Stockman.
Baxter Stockman Going somewhere MISS O'NEIL?
(She gasps)
(The screen turns black for a break)
As April screams Stockman widens the hole, The turtles in Stockman's helicopter fly towards the cable car
Raphael There
Michelangelo On the gondola.
April Stay away from me Doctor Stockman.
April does a spin kick and hits Stockman right on the face leaving his lower jaw dangling.
Baxter Stockman (As he relocates his lower jaw back in)
You've been a very naughty girl.
A searchlight from the helicopter shines over Stockman, as he looks up the helicopter door opens
Casey Jones I'm coming April, Goongala! (jumping out with a cable)
Casey lands on Stockman which straps the cable around Stockman, Stockman throws Casey off then he tightens the cable around. On the helicopter Michelangelo put his nunchuck over the cable Ralph grabs the stick and they slide down then Leo follows by using his katana handles and slide down, they land in the cable car.
Leonardo April you're okay?
April I am now.
The turtles gives April insist back flipping upwards out of the Cable car.
Michelangelo Go April climb
As April climbs up Stockman knocks out the turtles, he quickly catches up to April and grabs her ankle.
Baxter Stockman You'll not get away that easily April
(As pulls her down which she falls on the roof.)
You have a date with a dissection table.
Raphael Hey Doc!
(He lands on Stockman)
How about a second opinion?
Leo and Micky flip jump themselves from inside to the roof and fly kick at Stockman losing his balance walking backwards, Raphael planks down which Stockman trips over nearly falls inside the cable car holding on the roof. Inside the cable car Casey grasps Stockman's legs pulls him down and Casey climbs out (Which Raphael & Michelangelo also help).
Leonardo let's get out of here.
As Stockman gets up, jumps back on to the roof he sees the turtles, Casey and April climbed up to the support and going in the helicopter.
Baxter Stockman NO, Yargh!
Stockman grabs the cable car supports and lifts it causing the whole thing to shake.
Casey Jones April hang on Babe
(April falls, slips from Casey's hand.)
No!
(The turtles and Casey fly away with the helicopter)

The sky's the limit for Baxter Stockman/The death of Baxter Stockman[]

Baxter Stockman Now we can finally set things right.
April Doctor Stockman, please don’t this, can you remember when your work helped people when it was about the science? You were a brilliant man the sky was the limit for you Doctor Stockman.
Stockman starts hallucinating again.
Baxter Stockman Mama?
(Stockman sees April as his mother.)
Baxter Stockman's mother The sky was the limit you were such a good boy, you had so much potential, what happened to you baby doll?
April (Stockman sees her as herself again)
You were someone I admired, someone I respected and you can be again.
Baxter Stockman Mama what have I done?
The coupling of the cable car continues to break
April Doctor
(Stockman hallucinates April as his mother again.)
Baxter Stockman's mother Baxter
April Please
(The cable car shakes and she trips backwards.)
Baxter Stockman (He gasps)
Mama, Mama
Casey Jones April
Baxter Stockman (Baxter still hallucinates April as his mother)
Moma you've got to get off of here mama it's not safe.
(He comes to April and picks her)
Casey climbs down the cable and grabs April
Baxter Stockman Hurry Mama,
(Casey places his around April and they both look at Stockman)
hurry I love you Mama I
(The coupling brakes from the cable and the cable car falls in to the river)
I Ahhh!
The slash is heard as April cries over Stockman's "death", the turtles pull the cable getting Casey and April to safety inside the copter.

Ending[]

Michelangelo Man, you think that's the end of Stockman?
Leonardo We've seen him come back from wors. Only time will tell.
Raphael (Grumpily) Well, I say it good riddance! That psycho's giving us nothing, but grief, ever since we met him!
Donatello (Smiles in content) I dunno, at least he gave us this neat chopper... sort of. Now, let's just find a place to park it.


[The turtles, April and Casey flying at the helicopter, finding a place to park it as the episode ends.]