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[The episode opens up with Metalhead's point of view, observing the four Turtles looking at him.]

Donnie: I give you the new and improved Metalhead!

Mikey: Whoa.

Donnie: I've been upgrading his artificial intelligence so he'll be the perfect training tool.

Leo: You sure? Training with Metalhead. Usually ends in him breaking something.

[They took out their weapons.]

Donnie: I've programmed him to simulate dozens of fighting styles, including the Foot and the Kraang.

Mikey: Pssh, can't simulate my fighting style.

Raph: Let's just go already.

[They attack. Metalhead rockets off and punches Raph. Leo went next and Metalhead kicked him, his katana missing him above his head. Metalhead gives him a thumbs down. Donnie begins to use his Bo but he swings him around and shoots lasers from his eyes. He used the rocketing fist on Mikey.]

Mikey: Get it off!

Splinter: Ya me.

[The turtles sit down.]

Mikey: Can I get off the ride now?

Splinter: Donatello.

Donnie: Metalhead, stop training program.

[Metalhead stops as Mikey crashes to the ground.]

Mikey:  I think he put my chin on my nose.

Donnie: I'm sorry, Sensei, but overall, I'd say that was a pretty successful test.

Leo: Successful? Metalhead almost ripped Mikey's face off!

Donnie: Please. I had it all under control.

Leo: And when you don't?

Splinter: Donatello has created a powerful tool. It is to our advantage to study an enemy's techniques. But you must use that tool wisely.

[Metalhead begins to bleep.]

Leo: What's wrong with him now?

Donnie: Something tripped the security wires. It's approaching the lair fast.

[They head to the sewers]

Leo: Do you think it's footbots again?!

Raph: Was that? Nah, couldn't be.

[The turtles drew their weapons and saw a familiar spider mutant. Spider Bytes came running in fear, screaming.]

Mikey: Ah! Spider Bytez!

[theme song]

Spider bytes: [desperately] You frogs got to help! Those foreign triplets are after me!

Leo: We are not frogs. Wait. What?

[Lasers shoot and Spider Bytes runs away. The three disguised kraangdroids began to follow after him as the turtles glanced. They made their way into another tunnel leading to the surface.]

Leo: They're heading for the surface.

[Donnie activates Metalhead as they watch Spider Bytes being taken away by the Kraang.]

Spider bytes: Help! You can't do this to me! I want my phone call! I got rights as a spider. Help! Help!

[The van drives off just as the turtles arrive.]

Leo: They're getting away.

Raph: Why is that our problem? That slobbering bug gives us nothing but trouble.

Leo: He asked for our help. The Kraang want him, and I want to find out why.

Raph: Fine. So how are we supposed to catch up-

[The shellraiser arrives]

Donnie: I called for backup.

[Metalhead is driving the tank, much to their impressment.]

Mikey: Nice, Donnie. When did you teach him how to drive?

Raph: You did teach him how to drive, didn't you?

[Metalhead takes a sharp turn to follow the van until the Kraang had upgraded their van with rocket launchers.]

Donnie: Huh. That's new. Evasive maneuvers!

[Metalhead knocked a few turns to avoid the rockets. Leo losses his footing.]

Donnie:  Deploy garbage cannon!

[The cannon fired.]

Spider bytes: What are you-? Ow!

[They fire one of the missile launchers right at the van, and managed to knock one off.]

Mikey: Hey! Yeah. Garbage beats Kraang rocket.

Donnie: Pull up alongside.

Raph: Now we're talking. This bug better be worth it.

[Raph and Donnie get to the other side. The truck moved to the side, making them fall. Donnie gets stuck.]

Donnie: A little help? Whoa!

Raph: [saves Donnie] Gotcha.

[Another kraang was about to shoot before it got hit by a garbage ball. They get back on board and climb on the shellraiser. Metalhead shifted and collided with the car.]

Spider bytes: Get me out of here!

Leo: Watch out.

[CRASH! The turtles exit out of the shellraiser.]

Leo: There's no way out of there. Metalhead, stay with the Shellraiser. Before you blow anything else up.

Donnie: He stopped the truck, didn't he? The Kraang know we're coming. He can help.

[Metalhead gave a thumbs up and activate his weapons and started flying.]

Leo: Ugh. Whatever.

[They enter the garage but the kraang has disappeared.]

Raph: They just disappeared? That's impossible.

Leo: There must be a secret door. Or a hidden passage somewhere. Fan out.

[They search the garage. Mikey looks at the lockers but finds nothing.]

Mikey: Oh, yeah? Well, how about now? Well, okay, then. You win this round.

Donnie: Metalhead, use your scanners to check the structure for any hidden rooms or passageways.

[Metalhead bleeps and flies off into the iar. He scanned around.]

Mikey: It tickles.

Leo: Tickle ray? Real useful upgrade, Donnie.

Donnie: It happens to be a three-dimensional volumetric scan. But that doesn't make sense. There should be tire marks or a seam in the floor, but the Kraang left no trace at all, just some junk and-

[Mikey finds a vending machine.]

Mikey: A super macho burrito? Whoo, yes. It's the ultimate combination of pizza and burrito- Pizzarito. It's super and macho.

[Mikey pulls shakes and stomps on the machine but to no avail.]

Mikey: I'm going in.

[He tries to reach it]

Raph: Do you have any idea how long that's been in there?

Mikey: Who cares? Super and macho. Lengua y queso.

Raph: Your arm's stuck, isn't it?

Mikey: Ugh.. Possibly. Maybe On purpose.

[Raph pulls him out and sees something. The vending machine is revealed to be a computer.]

Mikey: It's like a vending machine from the future.

Donnie: A Kraang computer? Mikey, you're a genius.

Mikey: That's how I roll.

Leo: Can that computer tell us where the Kraang went?

Donnie: Metalhead, see if you can access its database. It should tell us where they disappeared to.

[Metalhead aprooaches and inserts his finger on the tech.]

Leo: Uh, are you sure plugging Metalhead Into unknown Kraang tech is a good idea?

Donnie: Trust me, Leo, the Kraang processor in Metalhead makes him perfectly compatible with their computers. What could go wrong?

[Metallhead explodes, sending the turtles flying. The explosion was nothing left of the console and vending machine.]

Leo: [coughs] Great, Donnie. Great. Not only did we lose the Kraang, but Metalhead blew up our only clue to where they went.

Mikey: Even worse, he blew up my super macho burrito.

Donnie: It must've been some kind of energy surge. You okay, little buddy?

[Metalhead looks at him and nods, only for his fist to rocket off. and hits Mikey.]

Raph: Seems fine to me.

Mikey: Can we go home now, please?

Leo: What about the Kraang?

Raph: What about 'em? Spider Bytez is their problem now.

Leo: But what did they want with him?

[Donnie looks at Metalhead. Later back at the lab. Donnie plugged Metalhead to see if his software was affected.]

Donnie: Metalhead's memory core isn't too badly damaged. Stop it, Mikey. It seems that the Kraang security algorithms were too complex to decrypt.

Raph: Less science-y, more English-y.

Donnie: I should be able to retrieve. What he downloaded from the Kraang computer. Mikey! He might take a little time to fix, though.

Leo: How long?

Donnie: Well, in technical terms.. [Metalhead's fists launch off] A while. Duck!

[They dodged the fists and Mikey gets knocked by them. After a while, in the living room.]

Raph: We know the Kraang rebuilt T.C.R.I. What if they got the portal working again?

Leo: That's what we need to find out. How's it going, Donnie?

Donnie: Not bad! GAAHH!! WAAH!! WAHAHA!! YAAAHH!!

[Donnie caught himself on fire.]

Leo: Okay, Donnie. It's late. Give it a rest.

Donnie: I've almost got it. Just working out the bugs. Whoa!

[Loud explosion as Donnie goes back to the lab.]

Leo: Donnie. You got to shut down his A. I.

Donnie: Shut down his A. I.? But that would be like turning off his brain.

Leo: He's just too dangerous.

Donnie: We need him, Leo. The Kraang and the foot are armed up more than ever.

Leo: It's not worth the risk. Metalhead was glitchy before he plugged Into that Kraang computer. He was taken over by the Kraang once already. Are you sure you can trust him?

Donnie: Maybe you're right. I'll take care of it.

Leo: Sorry, Donnie.

[As Donnie turned he saw Metalhead awake.]

Donnie: Whoa! Okay, buddy, let's fix you up. Just a little reboot, wipe your memory, and you'll be all better. This won't hurt a bit. GAAAHHH OOMPH!

[The turtles hear the crashing effect and entered the lab and saw Donnie his head in the algae.]

Raph: Donnie, what are you doing?

Mikey: Yeah, dude, you know better than to go algae diving without a spotter.

[They pulled Donnie out and saw Metalhead close the door on them.]

Leo: Locked.

Raph: Open this door, you oversized toaster!

Leo: What about the garage door?

[They tried the garage door  but it didn't work.]

Raph: No good. He welded it shut.

Leo: Donnie, I told you he was dangerous. Now he's probably out there trashing the city.

Donnie: Well, I'll fix it. We just got to get out of here.

[Mikey started banging on the door.]

Mikey: Help! Help! Somebody! Killer robot on the loose!

Raph: What are you doing? You don't want Splinter to-

Splinter: Do you boys have any idea what time it is?

Mikey: Uh, pizza time?

Splinter: Why was the door locked?

Leo: Ah, you know-

Donnie: Just messing around.

Raph: No reason.

Mikey:. Metalhead tried to kill us.

Splinter: Leonardo?

Leo: The truth is, Sensei, we got to meet April at Murakami's- Big mutant Sushi problem. We'll be back before dawn. Don't wait up for us.

Splinter: Teenagers.

[Later outside.]

Raph: Should we just follow the cries of terror or-?

Donnie: Metalhead couldn't have gotten far. If his tracking device is still active... Let's see, hmm. Oh, there! Make a left at the next block. There he is.

[They followed Metalhead as he entered a portable toilet.]

Raph: Over here. Going into...

Leo: A porta-potty?

Mikey: Maybe he has to change his oil. Wait. I saw this on a magic show. There's a secret door down here. Hello? Definitely not a secret door. I think I'm gonna hurl.

[He opened it and out came a portal.]

Leo: What was that?

Donnie: I don't understand. It ..it was just...

[Mikey opens it]

Mikey: Um, ta-da!

Donnie: What? How did you do that?

Mikey: I just got the touch. L. T. D. Like a turtle do?

Donnie: It's some kind of dimensional gateway, like the Kraang portal. This must be how they disappeared. Hmm. I wonder if..

[He slowly reaches through only to get dragged in.]

Donnie: WHOA! GUYS!

Leo: Donnie!

[Leo gets dragged in with Donnie.]

Mikey: Booyakasha!

[Mikey and Raph enter. The four turtles land on the floor.]

Donnie: The portal it's closing!

Raph: No turning back now.

Leo: So is this Dimension X?

Donnie: If it was, we probably wouldn't be able to breathe. My guess is..

Raph: Not Dimension X. Got it.

Mikey: Guys. I found where they took Spider Bytez.

[Michelangelo points his finger at Kraang taking Spider Bytez to the prison cell.]

Spider Bytes: Hey, fellas. Can we talk about this? I know bugs in high places. I could-

[The kraang tranquilize him]

Slash: Wait till I get out of here.

Raph: Spike?

[Slash is in there too.]

Slash: I'm gonna break every tentacle on your pink--Aah!

[Kraang shot him as well. Slash groans weakly. To the view the turtles' heads gaze upon from off-screen, they open their mouths in shock, horror and disbelief. The Kraang have captured all the mutant enemies and allies: Spider Bytez, Slash (both were seen), Mutant Wasps, Dr. Tyler Rockwell, [[[Spy-Roach (2012 TV series)|Cockroach Terminator]], Snakeweed, Justin, even April's mutated father Kirby O'Neil.]

Donnie: It looks like a prison.

Mikey: Snakeweed?

[Snakeweed is seen...]

Mikey: Dr. Rockwell?

[Followed by Rockwell. Until Donatello notices Kirby.]

Donnie: Oh, no. Mr. O'Neil. We got to get him out of here.

[They stealthily fight the kraang and get to Kirby's cell.]

Leo: Uh, guys?

[They looked down and saw Metalhead working on the computers.]

Donnie: Metalhead.

Leo: Is he working for the Kraang?

Mikey: Dude, I knew something didn't feel right when he grabbed my face.

Donnie: He came here to free the mutants. All along, we thought he was going crazy, but he's here just to save 'em.

Raph: Guys. We got company.

Donnie: We got to help him!

Leo: Donnie, wait.

[Donnie jumps down and knocks down the droids. Metalhead started to join in, firing the droids and so did the turtles who fought.]

Kraang: Kraang, release the mutant captives that are controlled by Kraang.

[The Krang start to free the mutants. Snakeweed and Spide Bytes leap down]

Spider bytes:[kraang] The ones that are turtles that I call frogs must be destroyed!

[They begin to dodge.]

Mikey: Is it me, or is Spider Bytez a lot less Spider Bytez and a lot more Kraang-y?

[Mikey grabs onto his limbs and gets thrown while Donnie gets wrapped in the pink vines until Leo frees him.]

Kraang: Exterminate all mutants.

Raph: So what do we do, fearless leader?

Leo: I'm open to suggestions.

[Metalhead begins to take action and knocks down the soldiers and pulls out limbs and sets the mutants free from the control device.]

Kraang: The device that is the control device is no longer controlling.

Spider bytes: Frogs, are you getting me out of here, or do I got to do it myself?

Donnie: Metalhead, see if you can open a portal. We're getting out of here.

Leo: Right. All of us- mutants too.

[Metalhead begins to release all the mutants and open the portal.]

Donnie: Metalhead did it. He opened the portal.

Slash: My turn. Keep me prisoner?

[He punches the Kraang and throws them. All of the Squirellnoids, Wasp mutants, Pigeon Pete and others escape and fight the mutants.]

Spider bytes: Every spider for himself.

[All of the mutants have left through the portal.]

Kraang: The machine that opened the portal must close the portal.

Donnie: Metalhead, you got to keep the portal open!

Leo: Let's get out of here.

[They headed to Kirby's aid and knock down the Kraang.]

Donnie: Mr. O'Neil. Fly out of here, please. For April. Go! Now!

[Kirby flies off into the portal.]

Leo: Metalhead, we're leaving.

[They begin to climb to the top.]

Raph: Come on, you tin can! Move!

Donnie: He has to keep it open for us.

Leo: But what about him?

Donnie: We don't have a choice.

[All except Donnie leave, Donnie gives his robotic son a thumbs up, right before he goes to portal, Metalhead is left destroyed. His head comes out from the portal, after turtles come back to Earth.]

Donnie: Metalhead? Oh, no.

[Heartbroken, Donnie goes to take his deceased robot's head]

Mikey: Dude, he saved us.

Leo: He saved all of us. You're right, Donnie. I should've trusted you.

Donnie: I programmed him to be intelligent, but I didn't realize how much he had evolved.

[Soft music plays as the turtles mourn their robotic ally.]

Mikey: Donnie, I'm sorry about Metalhead, bro. I didn't really mind it when he grabbed my face. His hands were soft for a robot.

Donnie: Thanks, Mikey.

Leo: Do you think you'll try building another Metalhead?

Donnie: Maybe I will one day.

[Donatello holds the metalhead's head as the episode ends.]

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