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[Opening sequence and theme song.]


[Episode begins with a view of the city skyline and then drops to the Turtle Van, with Donatello at the wheel.]

Leonardo "Once again, where are we going, Donatello?"

Donatello "Okay, here it is again. Now, April called from the old Floxy Theater. She said there was something there we oughta see."

Michelangelo "Hey, dudes, here's April on the tube now."

[The television in the van comes on to show April’s news report. The scene quickly shifts to her on-site.]

April O’Neil "This is April O'Neil, Channel 6 News, at the famous Floxy Music Hall, which will soon be reopening as a new wave dance club, but not if the so-called Phantom of the Floxy, who, according to legend, has haunted this grand old theater for decades, has anything to say about it. Tell me, sir, have you encountered any strange phenomenon while renovating the Floxy?"

Workman "Nope. But I'm not workin' at the Floxy. I'm workin' at the building across the street."

April "Ha ha. Well, there you have it. The Floxy Music Hall, still as mysterious as ever."

[Scene shifts to the Technodrome in Dimension X.]

Krang "Will you hurry up? I've conquered entire dimensions in the time it's taking you to repair the launch computer!"

Shredder "There. It's ready."

Krang "I want to show you my latest invention."

[The large viewing monitor displays “Launch Circuit Test Sequence Engaged”.]

Shredder "Just what is this invention of yours?"

Krang "It's just the thing to
[imitating Shredder]

"get us off this miserable asteroid," as you put it. Behold! Energy accumulator!
"

[A Foot soldier brings a device into the room.]

Bebop "A vacuum cleaner. Oh, neato. We could use one of them around here."

Krang "Morons. It's not a vacuum cleaner! It's an energy sponge that will soak up power from any source. It is the solution to our problem."

Shredder "But, Krang, we have no power source. That is the problem."

Krang "Details, details. Let me worry about finding the power. You finish testing the launch circuits."

[A countdown commences on the view screen. Back on Earth, the turtles arrive at the Floxy Theater.]

Donatello "Here it is, guys; the fabulous Floxy Theater."

Michelangelo "Whoa. What a wreck."

April "Hi, guys. Glad you could make it."

Donatello "Hi, April. We just saw your report."

Leonardo "You weren't serious about the Floxy being haunted, were you?"

April "Well, maybe not haunted, but we are up to our ears in strange phenomena here."

[In the orchestra pit there is a blue glow coming from a rectangular opening in the floor.]

Michelangelo "Mondo mysterioso, dudette. What was that glow?"

Irma "If we knew, would we be calling you guys?"

Turtles "Hey, Irma! How are you? Dudette, how you doin'?"

Howie Hardy "
[sings]

Hey, there, Ninja Turtles, and how do you do? I got a problem that's just for you.
"

Irma "You remember my friend Howie Hardy, the songwriter, don't you?"

Raphael "How could we forget?"

Michelangelo "Are you writing a rock opera about the Floxy, dude?"

Howie "Actually, I'm kind of between songwriting gigs, so I took this job computerizing the Floxy's old pipe organ. But it's been doing some strange things, and we thought you'd better look at it."

[A pipe organ rises into the orchestra pit from the floor opening.]

Michelangelo "Cowabunga! Check out that righteous pipe organ, dudes!"

Erik "Yes, she is a beauty, isn't she?"

Howie "Turtles, this is Erik, my assistant."

Erik "The Teenage Mutant Ninja Turtles. I've heard a lot about you from Howie."

Raphael "In song, I'm sure."

Erik "I told him we didn't need any help, but he insisted."

Howie "We do need help if we're gonna turn this organ into the most fantastic rock music synthesizer the world has ever seen."

[He hops into the pit and begins turning dials on the organ.]

Irma "Isn't he wonderful? So modest.
[A blue glow suddenly surrounds the organ.]

Howie, be careful! You know what might happen.
"

Raphael "What could be worse than having to hear him play?"

April "Having to hear him sing."

[Howie plays the organ and sings.]

Howie "It shakes the ceiling, and it rattles your bones~ It makes a sound that'll blow up your homes~ Hit the right key, and you'll think it's a scream~ Here it comes, baby, it's a nuclear beam."

[The pipes vibrate loudly and shoot out blue lasers.]

Michelangelo "Excellent! How'd you pull that off, dude?"

Howie "I don't know, and that's part of the problem."

[Blue lasers begin randomly shooting from the organ pipes and smashing everything they hit.]

Michelangelo "Heads up, buds! It's raining balcony!"

Irma "Aah!"

April "Watch out!"

Leonardo "Donatello, follow me. Raphael, Michelangelo, take care of our friends.
[He and Donatello begin batting away the falling debris.]

Low and inside.
"

Donatello "Yeah, put it into the bleachers. Howie, for Pete's sake, shut that thing off!"

Howie "That's the other part of the problem. I can't."

[The blue lasers shoot through the ceiling. In the Technodrome, an alarm beeps and words flash on the viewing monitor.]

Shredder ""Launch test sequence aborted"?"

Krang "Shredder, you incompetent! You were supposed to fix it!"

Shredder "Some sort of signal from Earth is causing the interference. It won’t be difficult to trace."

Krang "I'll do it. At the rate you're going, you'll tune in some silly cartoon show."

[Images shift on the monitor, and then settle on the pipe organ.]

Shredder "Look, Krang. The rays from that organ caused the launch computer to malfunction."

Krang "But that organ is spitting out incredible energy as well. The energy accumulator could draw enough power from it to launch the Technodrome!"

Shredder "I'll get down there at once.
[He spots the group who are in the theater.]

What? The turtles? They're always in my way.
"

Krang "It is their show, you know."

[Back at the theater...]

Howie "This only happens when I play certain chords. But I never know in advance which chord will cause it."

Erik "Let me try."

[He runs around to the back of the organ and touches a button. There’s a blue glow along his arm, and then the organ stops humming as do the lasers shooting from it.]

Donatello "Erik, did you do that?"

Erik "Yeah. Uh, maybe. I mean, I'm not sure what I did."

Howie "Erik is fantastic with computers."

Donatello "Can you show me what you did, Erik? Maybe I can figure it out."

Erik "Uh, maybe later. I've, uh, got something to do."

Raphael "Helpful, isn't he?"

Howie "You know how weird these electronic geniuses can be."

Leonardo "We'd better adjust that mirrored ball so it deflects those rays upward through that hole and out into space."

Michelangelo "Gnarly notion, dude. That way, they won't harm innocent bystanders."

Raphael "Right, like us."

[Michelangelo swings his turtle line, hooks the ceiling, and starts climbing. Krang and Shredder watch the action.]

Krang "All you have to do is find the right combination of notes on the organ to produce those rays, direct them into the accumulator, then bring it back here."

[He opens a portal tube. Shredder, Bebop, and Rocksteady take the accumulator into the tube. Back at the theater, Raphael and Michelangelo climb the rope to the mirrored ball. Raphael works to adjust it.]

Raphael "Uhh! I don't remember volunteering to do any remodeling."

Michelangelo "You almost got it, dude."

Raphael "There. Now, let's get down from here."

[They slide down. Irma and Howie stand before a painting.]

Howie "That's what people think the Phantom of the Floxy looked like, Irma."

Irma "So, what's a weird guy like him doing in a place like this?"

Howie "
[sings]

He's the Phantom of the Floxy 'cause he's got a lot of moxie~ Now he spends his day just hangin' ‘round and lurkin'
[Echo.]

Lurkin', lurkin'~
[The Phantom appears and swings down from a balcony.]

In the theater where he used to be a workin'~
[The Phantom runs down an aisle and jumps into another balcony.]

Ready with epoxy if he has to fix the Floxy~
[The Phantom runs backstage.]

The Phantom of the Floxy~ That's him.
"

[Shredder, Bebop, and Rocksteady are on the theater’s roof. Shredder looks through the hole into the theater.]

Shredder "The Phantom. That irritating little weasel really would make a song out of anything. Of course! That's it!"

Rocksteady "
[gasps]

It is? Where?
"

Shredder "The way to get to the organ without the turtles' interference. I'll disguise myself as the Phantom. We'll search the basement of this theater for an appropriate costume at once.
[Inside a dressing room, Shredder dons a cloak.]

Aha! The perfect disguise. Come. Let us greet our friends the turtles and destroy them.
"

Donatello "This is the strangest-looking pipe organ I've ever seen!"

Howie "Yeah, it sure is. Of course, it's the only pipe organ I've ever seen."

Erik "Hey! What do you think you're doing?!"

Donatello "What's the matter, Erik?"

April "You'd better get out of here. The construction crew's coming back from lunch."

Leonardo "We'll come back after hours, when the coast is clear."

Al "What's all this mess? You been knockin' this stuff down without a union card?"

Howie "Uh, well, not exactly."

Al "Don't give me that. Who else coulda done it, the Phantom?"

Shredder "No, but I might!"

Worker "Look!"

Shredder "Leave this place at once, or know the wrath of the Phantom of the Floxy."

[Everyone gasps. Shredder presses a button on his stick and a pointed tip extends from it. Everyone begins talking at once. Shredder swings from one balcony, through the crowd who scatters, and onto another balcony.]

Shredder "Hear me, all of you! Leave my beloved Floxy, or face dire consequences! Ha ha ha ha!"

Howie "There really is a Phantom of the Floxy!"

Erik "That's impossible! Uh, I mean, you're right."

Shredder "You have been warned."

[He cuts a rope that’s holding a tarp overhead. The tarp tilts and debris falls into the theater. Everyone runs.]

Howie "Look out!"

[He grabs Irma and April and dives over the railing into the orchestra pit.]

Irma and April "Aaahh! Aaahh!"

Shredder "Now to get those workers out of here for good."

[He jumps from the balcony onto the mirrored ball. The girls fall onto the floor of the pit, but Howie lands on the organ.]

April "Oh, no! Howie! He hit the organ table!"

[The organ begins humming and shooting lasers.]

Howie "Oops."

[Lasers bounce off the mirrored ball and strike various things inside the theater. More debris starts flying.]

Workers "Hey! What the-- Hey!"

[The workers run in different directions. April takes out her turtlecom.]

April "April to turtles! Come in!"

[The turtles are back in the turtle van.]

Donatello "What's happening, April?"

April "The Phantom's real! And he's here! And the organ's firing those rays again!"

Leonardo "We're on our way!"

[Tires screech as Leonardo spins the turtle van around. Shredder jumps down from the mirrored ball as the laser continues to fire.]

Shredder "That oughta keep them away from here long enough.
[His comlink beeps and he answers.]

What is it, Krang?
"

Krang "Shredder, what are you doing?! I'm getting readings from that organ, but no energy to the accumulator! And why are you wearing that ridiculous costume?"

Shredder "I had to scare the workmen away, but I'm going to try the organ now."

Krang "Well, hurry up! I've conquered—"

Shredder "I know, I know. You've conquered entire dimensions in less time. Then how come you're just a blob of brains in a scrap-metal body, Krang?"

Krang "Well, if you're going to be insulting—"

Shredder "You will know when I've succeeded."

[He disconnects the call. The turtles arrive at the theater.]

Leonardo "Come on, turtles! Let's get a look at this Phantom."

[Shredder plays the organ.]

Shredder "Oh, I wish I'd paid more attention to my piano teacher."

April "Oh, thank goodness you're here, guys!"

Howie "There's the Phantom now!"

Shredder "Blast those turtles! You will never destroy my beloved Floxy."

April "He's getting away!"

Leonardo "Come on! Let's go! [The group jumps down into the pit and looks into the opening.] What's down there, Howie?"

Howie "The place is a real rabbit warren of basements and passageways. You'll never find him."

Donatello "Uh, uh, uh! With this, my new improved tracking module, we can find the Phantom. You see, it locks onto specific shapes. It can track them anywhere."

Michelangelo "Whoa! Way cool, dude! That blip looks just like the Phantom's mask."

Donatello "Well, that's the idea. And the image gets bigger the closer we get to him. [The device beeps rapidly.] That way!"

[Erik watches from nearby and then slips behind a curtain. The turtles traverse the passageway beneath the theater.]

Donatello "There's a strong signal this way!"

[They follow the signal and pass right by Shredder, who is hiding.]

Shredder "Oh, their tracker must be defective. They're walking right past me. It's time to find out what's happening with the energy accumulator. Those mutant morons should have it assembled by now."

[Outside of the theater, April, Howie, and Irma meet with Al.]

Al "You and that nerd pal of yours are responsible for all that mess in there."

Howie "No, Al. It--  It was the Phantom!"

Al "It was that organ, and you're the ones been tinkerin' with it. You're fired, both of youse."

Irma "It'll be all right, Howie."

April "Come on, Howie. We'll take you home."

[They walk towards the Channel 6 news van.]

Irma "Good idea, April. My Howie's in no condition to brave the subway."

Howie "
[sings]

I got fired, but it ain't my fault~~. Uh-- Let's see. Fault. Fault, vault, taut, malt, salt-- No. No.
"

April "He must not be himself if he's having trouble coming up with a song."

Howie "I should tell Erik what happened."

April "I'm sure Al will let him know."

[They climb into the news van and April drives away. Below the theater, the turtles continue to follow the trackers signal.]

Donatello "According to the tracking module, the Phantom is right near here. Huh?"

[The image on the tracker splits into multiples.]

Leonardo "There's a dozen masks. What does that mean?"

Donatello "I don't know. I've never seen it do that before."

Raphael "Well, maybe there's a daddy Phantom, a mommy Phantom, and a bunch of baby Phantoms."

[They enter a room full of props.]

Donatello "Be careful, guys. We're very close.
[Michelangelo pushes past him.]

Michelangelo, what are you doing?
"

Michelangelo "I've got your Phantom, dude."

[The tracking module is beeping rapidly. Michelangelo walks over to shelves full of masks and begins putting them on.]

Michelangelo "Here's Phantom number one. Here's number two and three, four, five, six..."

Donatello "My tracker locked onto the masks, all right, but not the Phantom."

[In the dressing room, Bebop and Rocksteady fight over the accumulator’s directions.]

Rocksteady "Oh, you read the directions the last time. It's your turn to put the gizmo together."

Bebop "Is not."

Rocksteady "Is, too."

[They continue struggling and the directions tear in half. They fall down as the turtles enter the room.]

Raphael "Hi, guys."

Bebop "The turtles! And I was thinkin' this trip to Earth would be different."

[They grab their laser blasters and begin firing at the turtles.]

Turtles "Whoa! Look out! Ohh! Ta-da, dudes!"

Rocksteady "It's always the same old thing. We hear the turtles, attack the turtles, see the turtles—"

[Raphael throws a stack of boxes at them.]

Bebop "Look out!"

Both "Aaaahh!
[They sit up with costumes on their heads.]

Get clobbered by the turtles.
"

Leonardo "So that's what those two have in common."

[Donatello examines the energy accumulator.]

Michelangelo "Whoa! That's a really high-tech vacuum cleaner, amigo."

Donatello "It's not a vacuum cleaner. It's—"

Shredder "It's mine!"

Leonardo "The Phantom!"

Shredder "So you, too, would take from the Phantom what is rightfully his."

Raphael "Oh, spare us the voice of doom bit, masked man. It's four against one."

[A second Phantom appears. It is Erik, in disguise.]

Erik "No reason you should fear him. He's a fraud!"

Turtles "Two of them?"

Shredder "He's the imposter! I'm the real Phantom of the Floxy!"

Bebop "We're back."

Donatello "Uh, don't look now, guys, but I think the odds just got a little evener."

Raphael "Hey, we live for danger."

Erik "You are an imposter! There's only one Phantom of the Floxy!"

Shredder "Quite so and it is I!"

Rocksteady "Ain't that, "It is me," boss?"

Shredder "Quiet, you numbskulls."

Leonardo "I recognize that voice. That Phantom is Shredder!"

Donatello "Then who's the other one?"

[Erik charges through the turtles, knocking them aside as he attacks Shredder.]

Turtles "Whoa!"

Bebop "We'll take care of you shellbacks."

Michelangelo "Think again, dudes. Eat scenery!"

[He leaps onto a board sticking out of a pile of boards and sends them flying on top of the mutant pair.]

Both "Yaaahhh! Whoa!"

Donatello "I'll have these guys rolling in the aisles."

[He knocks over rolls of carpet. Erik and Shredder jump to keep from being hit by the carpet. Erik shoots a laser blast from his fingertip. It hits a stack of boards and the turtles leap out of the way.]

Turtles "Look out! Whoa! Yaahh! Aah!"

Shredder "We'll deal with these turtles later. We must complete the energy accumulator."

Mutants "Right, boss."

Donatello "We've gotta find out what Shredder's up to."

Leonardo "You two follow Shredder. We'll find out who this Phantom is."

[Donatello and Raphael chase after the Shredder. Leonardo and Michelangelo chase after Erik.]

Michelangelo "There's that Phantom dude!"

Leonardo "We've got you now."

[They leap, but Erik floats into the air and the two turtles hit the ground.]

Turtles "Ohh!"

Michelangelo "Oh, that Phantom is one solid dude."

Leonardo "He's above us!"

[They jump up and each grab one of Erik’s legs, pulling him down.]

Erik "Enough! Enough, already! I give up!"

[He removes his hat and mask.]

Both "Erik!"

Erik "Well, yes and no."

[Donatello and Raphael arrive.]

Donatello "Well, we lost Shredder, but we tracked the Phantom with my tracking module, and-- Who is that?"

[Erik changes shape. He now appears as a small, bluish colored alien.]

Raphael "Uh, maybe you should ask what is that."

Erik "Actually, my name is Erk. I am from a planet far away from your Earth.
[He produces a hologram of space and points to a planet.]

Here. My race has the ability to change our shape.
[He begins changing shapes, from human to animal.]

So when my spaceship crash-landed here one hundred of your years ago, I chose the Phantom guise to keep my secret.
"

Donatello "The pipe organ is your ship!"

Michelangelo "So, like, what were those rays, little blue dude?"

Erik "I don't know. Howie did something to the organ or, the ship when I wasn't there. And now I don't know how to repair it."

Leonardo "I'll bet those rays are what brought Shredder here."

Erik "I can't allow my ship to fall into the wrong hands."

Michelangelo "There aren't any wronger hands than Shred-head's, amigos."

Raphael "Guys, we need to have a little chat with Howie."

[Cut to Howie’s apartment above the ‘Gross-Ery Store’.]

Erik "You did what?"

Howie "I used the leftover alien microchips in the Floxy's pipe organ."

Erik "That means those chips are also power cells. If I cross-circuit the star drive intermix matrix with the flex capacitor, it might work! Where'd you get those microchips, Howie?"

Howie "Well, it's a long story."

Raphael "But here's a short flashback."

[Scenes from “Name That Toon” begin to play.]

Donatello "They came from some alien computer that Shredder and Krang got hold of. They almost brought the Technodrome back to Earth because of those chips."

Howie "I'm sorry, guys, but they made such beautiful music. I couldn't bear to part with them."

Donatello "Well, you're gonna help Erk rig them before Shredder helps himself to them."

Howie "Erk? Who's that?
[They leave the apartment. When the door closes, blue lights flash, seen through the door gaps.]

What's going on? Erik, what are you doing?!
[There’s a vibrating sound.]

Aaahh! Alien invasion!
"

[Inside the theater, Irma uses a flashlight to look around as she and April search.]

Irma "Yoo-hoo Anybody home? Hello! Any phantoms in here?"

Bebop and Rocksteady "Heh heh!"

Irma "Mutants!"

Girls "Yeow! Aaahh!"

Bebop "Oh, is that any way to greet old friends? Heh heh heh!"

April "Let go of us, you big lummoxes!"

Shredder "Well, well. What a surprise. If it isn't the nosy Miss O'Neil."

Irma "What am I, chopped liver?"

Shredder "No, but when the Technodrome returns to Earth, you will soon wish you were."

Irma "No way. I don't even like chopped liver."

Shredder "Tie them up. They may prove useful if those pesky turtles come back. Now it is time for the greatest performance of my career!"

[Sits down at the organ and plays a chord. He wiggles his fingers and begins playing.]

April "Oh! If that's the greatest, I'd hate to hear the worst."

[The turtle van’s tires screech as it swiftly brakes to a stop in front of the theater. The turtles, Erik, and Howie run out.]

Howie "I can't believe it!
[sings]

I worked with an alien whose name is Erk~
"

Raphael "
[sings]

If Shredder gets that spaceship, you'll be a big jerk.
"

[He grabs Howie. They enter the theater and Shredder turns at the sound.]

Shredder "What was that?"

Leonardo "It's us, Shredder, in time to thwart your evil scheme."

Turtles "Turtle pow—"

[They stop mid-shout when they see Irma and April, tied back to back and suspended from the mirrored ball. Bebop and Rocksteady hold the other end of the rope and pull them higher.]

Donatello "April!"

Raphael "Irma!"

April "Hi, guys."

Shredder "Attack me, and your friends will pay, turtles."

[Erk slips behind a prop and changes into a Bebop lookalike. He steps out and grabs Howie, changing him into Rocksteady.]

Erik "Come on, Howie. You've got to show me how you wired that circuit."

[Shredder starts playing the organ again. Lasers beam up through the ceiling.]

Donatello "Oh, no! The rays have started up!"

[Krang and Shredder communicate via comlink.]

Krang "Excellent, Shredder! The light on the accumulator is working!"

Shredder "Of course because I did it."

[The disguised duo run past the real Bebop and Rocksteady.]

Rocksteady "Hey, look, Bebop there we go!"

Bebop "Oh, yeah. Uh, good-lookin', ain't we?"

Shredder "What are you two doing?! You're supposed to be holding the rope. What?
[The duo change back to their normal shapes.]

An alien. And that musician. You were warned, shellbacks. Rocksteady, Bebop, let go of the rope.
"

[Erk zaps the pair and they float up, while Irma and April are gently lowered to the floor.]

Mutants "Aaaaahhh!"

Turtles "Go green machine!"

[Leonardo slices through the rope holding the girls.]

April "Thanks, Leonardo."

Leonardo "It's our pleasure, April."

Turtles "Turtle power!"

Shredder "You're too late, turtles. The energy accumulator is drawing all the power to the Technodrome."

[Behind the organ, Howie shows Erk what he did to it.]

Howie "And I rewired that circuit."

Erik "Then those alien chips are power cells. Just what I need!"

[He jumps partway into the opening. There’s a whooshing sound and a flash of light.]

Shredder "What? No!"

[The power reading in the Technodrome begins dropping.]

Krang "Shredder, the accumulator is drawing energy from the Technodrome! Stop it!"

Shredder "Stop it yourself, Krang. Just get me out of here!"

[Bebop and Rocksteady rush to his side as he extricates himself from under some debris. Waves of energy wash over them and they struggle. A portal opens and the trio dash into it to escape. Erk waves good-bye to his human and turtle friends from inside his ship.]

April "So long, Erk."

Irma "Come and see us again."

Erik "Earth's a great place to visit, but I wouldn't want to live here."

Michelangelo "Have a nice trip!"

Raphael "Later!"

Leonardo "Fasten your seat belt!"

All "Good-bye! So long, buddy! Take it easy! See you later!"

[The ship takes off through the opening in the ceiling and disappears into space.]

April "Gee, I wish I had my camera. You guys battling Shredder and those mutants? And a little blue man from outer space!"

Howie "
[sings]

The turtles saved the day~~ With a friend named Erk From the Milky Way~~
"

Irma "Oh, Howie that's great."

Howie "
[sings]

Hey there, ninja turtles~~
"

Raphael "Whoever said that rock 'n' roll will never die never had to listen to Howie."

[End Credits]