April summons the Turtles to the old Floxy Music Hall, which is about to be turned into a dance club. There's said to be a Phantom that haunts the place, and is displeased by the changes.
The Turtles are brought into the Floxy, and are greeted by Irma and Howie Hardy, who is there to computerize the Floxy's old pipe organ. They are also introduced to Howie's assistant Erik. Howie demonstrates the issues with the pipe organ by playing it, which causes lasers to fire out of the pipes and starts collapsing the ceiling. And unfortunately, Howie has no idea how to stop the organ once it starts. Erik is able to shut it down with a touch of his hand, but acts strangely squirrelly when questioned about how he did it.
On the Technodrome, the launch circuit is suddenly thrown off because of an energy signal from Earth. Shredder and Krang confirm that the laser-shooting pipe organ is responsible, and Krang decides it would be a perfect target for the Energy Accumulator. Shredder is not so happy to see the Turtles already there, though.
A masked, caped figure rushes through the Floxy, even as Shredder, Rocksteady and Bebop approach the theater from above. Shredder decides to pretend to be the Phantom in order to keep the Turtles away from the organ.
When the construction crew comes back from lunch, Shredder debuts himself as the faux-Phantom to frighten them off. He orders them to leave the theater, "or face dire consequences," and knocks debris down on the workers. But in the chaos that ensues, Howie falls on the organ keyboard, causing more lasers to blast the place.
April calls for the Turtles' help. They arrive just as Shredder is playing the organ, and he vanishes into the basement tunnels under the theater. Donatello has a tracking device that is going to lock onto the Phantom's mask, allowing him to be followed. Eric slips off while they're not looking.
The construction foreman fires Howie and Eric, blaming them for what has been happening at the theater. April and Irma decide to take him home.
Donatello approaches the Phantom's hiding place... only to have it lock onto multiple signals. It turns out that it had locked onto a room of unused masks kept on shelves.
Rocksteady and Bebop squabble over who is going to assemble the Energy Accumulator, until they "get clobbered by the Turtles." Shredder appears and declares that the Energy Accumulator belongs to him... only for the real Phantom to appear and denounce him as a fraud. The Turtles recognize Shredder for who he is, but have no idea who the other one is.
Shredder, Rocksteady and Bebop flee the room while Michelangelo and Leonardo chase down the real Phantom - only to have him glow and levitate. He unmasks, revealing himself first to be Erik... and then to be a small bluish alien, Erk. He explains that he is a member of a shapeshifting race of aliens, and that he crash-landed a century ago, adopting the Phantom guise to keep himself secret. Donatello deduces that the pipe organ is actually his ship, but Erk doesn't know what Howie did to the ship or how to repair it.
It turns out that Howie used some microchips from the motherboard in Name That Toon to change the pipe organ/ship, because he couldn't bear to part with them. Erk reveals his true nature to Howie, much to the latter's shock.
Back at the Floxy, April and Irma are roaming around at night when they stumble across Rocksteady and Bebop. The Turtles arrive just as Shredder is starting to play the organ, but cannot attack because April and Irma are being kept as hostages. Krang is delighted because the Energy Accumulator is beginning to fill up, but Erk manages to rewire his ship in such a way that it starts sucking energy from the Technodrome instead of vice versa. Shredder and his mutants escape through a portal.
After that, the Turtles, April, Irma and Howie all bid farewell to Erk as his pipe-organ ship blasts off into the sky. Howie starts singing again, much to Raphael's chagrin.
- Leonardo (Cam Clarke)
- Donatello (Barry Gordon)
- Michelangelo (Townsend Coleman)
- Raphael (Rob Paulsen)
- Splinter (Peter Renaday)
- April O'Neil (Renae Jacobs)
- Irma Langinstein (Jennifer Darling)
- Shredder (James Avery)
- Bebop (Barry Gordon)
- Rocksteady (Cam Clarke)
- Krang (Pat Fraley)
- Howie Hardy (Pat Fraley)
- Erik/Erk (Pat Fraley)
- First Construction Worker (Rob Paulsen)
- Al (?)
- Howie's apartment
- Floxy Theater
- Energy Accumulator
- Pipe Organ Spaceship
Home media releases
- Teenage Mutant Ninja Turtles Season 4
- Teenage Mutant Ninja Turtles: The Complete Classic Series Collection
- After Al had fired Howie, April appeared to be smiling.
- When Shredder picked his phantom disguise, the background music sounded slightly muffled.
- When the ceiling starts raining debris, Raphael and Michelangelo take care of April and Irma... only for Raphael to vanish completely, and be replaced by Donatello.
- Second and final appearance of Howie.
- Eric/Erk and his persona as the Phantom of the Floxie is an allusion to the character The Phantom of the Opera from the novel of the same name. Eric was in fact the title character's true name.
- Krang broke the 4th wall by telling Shredder "it is their, show you know?".
- Raphael broke the 4th wall at the end by saying "Whoever said that rock n roll will never die, never had to listen to Howie".
- Howie: I don't believe it! (singing) "I work with an alien who's name is Erk!"
- Raphael: (singing) "If Shredder gets that spaceship you'll be a big jerk!!"