The city is in the throes of a garbage strike and an infestation of flies to boot. Splinter is concerned, since he says that flies are an ill omen.
Meanwhile, Bebop and Rocksteady go to a warehouse to steal equipment. There they run into Baxter Stockman, who now has the ability to control whole swarms of flies. He forces Bebop and Rocksteady to bring him and his flies back to the Technodrome, where he voices his plans for world domination. Shredder lets in the Arctic cold to freeze Baxter and his flies, and prepares to squash Baxter when Krang stops him. The talking brain tells him that he has a machine, the Antimatter Platter, which could undo mutations if Baxter forces the city into submission in Krang's name. Baxter goes for it.
Meanwhile, the Turtles have been having their own woes with the flies, who managed to devour an entire delivered pizza before the box was opened. As they wander through the streets, they're attacked by a swarm - and they're not the only ones, as April covers swarms of flies assaulting people all over the city.
As they try to get rid of hundreds of flies in the lair, April tips them off about the "landlord of the flies," who reveals himself to be Baxter. He demands control of the city, or his flies will swarm it.
The Turtles retaliate with a massive sheet of flypaper, which they use to dispose of Baxter's swarm. Bebop and Rocksteady show up to support Baxter, but the Turtles manage to dispose of the two thugs. However, Baxter now has a fresh swarm of flies to attack them with, dropping a car on them.
They figure out that Baxter is planning to target a power plant next, leaving the city without electricity. Though the Turtles beat him there, they are unable to stop the flies from flying over the generator until it blows. Fortunately April and the Channel 6 helicopter show up to rescue them, and takes them to a baseball stadium where they suspect Baxter has gone.
It soon turns out they were right, as the flies swarm around them and catch them in a giant sheet of flypaper. Shredder arrives and orders Baxter to destroy the Turtles with his flies.
But when a frightened Vernon stumbles onto the stadium's pipe organ, the flies begin acting erratically - and when April plays it, they all fly away. The Turtles quickly gain the upper hand over Shredder, driving him and his two mutants back to the Technodrome. Donatello arrives with a portable portal generator, sending Baxter back into some other dimension. Now free, the flies leave the stadium.
The garbage strike has apparently ended, but Vernon is still being assaulted by hordes of flies.
- April O'Neil
- Vernon Fenwick
- Burne Thompson
- Baxter Stockman
- Turtles ' Lair
- GJB Electronics Warehouse
- City Power Plant
- Le Fancy Shmancy restaurant
- Baseball Stadium
- Vinnie's Pizzeria
- Channel 6
- Tri-State Bridge
Home media releases
- Teenage Mutant Ninja Turtles Season 5
- Teenage Mutant Ninja Turtles: The Complete Classic Series Collection
- Bebop and Rocksteady's Transport Module has a sliding door rather than flip-up one when they surface outside the GJB Electronics Warehouse.
- When Shredder and the mutants arrive at the stadium, the interior of their Transport Module is drawn a solid grey with no seats to be seen. They're also drawn off model when they exit the module.
- Rocksteady's strap and dagger are missing when he falls onto Bebop after the flies turn into a big hand and toss him aside, and again when he and Bebop watch the Turtles ripping the roofs off the convertibles.
- When Donatello answers the Turtle Com, he's waving his hand at the flies all around him, and his hand repeatedly passes through his own neck.
- When Rocksteady and Bebop are preparing to fire on the Turtles, all four are trapped behind a car. After the commercial break, they're all free and standing in FRONT of the car.
- When Baxter was last seen, he was trapped in a dimensional limbo with his computer friend. No mention is made of either when he reappears in this episode. Also of note is that he was smart enough to control flies in a mass uprising where in his previous episode, he couldn't even figure out a door.