The police commissioner publicly takes all the credit for the declining crime rate, which irks Raphael deeply because of how the Turtles are treated.
April tips them off about a Hall of Records robbery, which turns out to be the doing of Krang, Shredder, Bebop and Rocksteady. The villains are defeated in a particularly humiliating manner before fleeing to the Technodrome.
Shredder declares that he wants vengeance at all costs, and rebuilds Chrome Dome in a new and improved body. Then he leaves to find more minions to replace Bebop and Rocksteady, whom he has tossed into an empty room in the Technodrome. Among his "rogues": The Rat King, Slash, Leatherhead, Tempestra, mutant roach Scumbug, and mutant ant Antrax. He promises them massive wealth if they kill the Turtles.
Meanwhile, the Turtles are trying to figure out what Krang was stealing, and determine that it was a file on the sewer systems a century before. But soon they stumble across the rogues' gallery and find themselves outmatched. They end up fleeing into the sewers.To draw the Turtles out, the various villains begin ripping apart the city aboveground, including Tempestra and Leatherhead causing chaos at Channel 6. Raphael points out that responding is exactly what the villains want them to do, but Leonardo says that they must because their friends are endangered. Unfortunately, the Turtles soon discover that they are in over their heads, as they are captured one by one.
Meanwhile, Krang has successfully unearthed a mysterious object in the sewers: a legendary pirate spaceship that crashed before New York was even built. In it is a massive pile of gems and other other precious items.
The Turtles are tied up with energy ropes and left in a building with a disintegrator device. Splinter arrives at the Channel 6 building and begins calling allies to help them, starting with Casey Jones and Zach. They follow Chrome Dome as he recharges his batteries, and Splinter manages to trap him in a hydraulic press that crushes him; Zach then extracts the information on the Turtles' whereabouts. The group manages to get to the Turtles' prison in the nick of time.
At the same time, the spaceship is being levitated out of the ground. However, the Turtles swoop by and throw the disintegrator inside, destroying the spaceship and all the treasure inside it. Enraged, the various villains attack Shredder and Krang as they flee, and are thwarted by the timely arrival of Rocksteady and Bebop. Since they're not being paid, the rogues decide it's not worth fighting the Turtles.
Having been rescued partly by a team of humans, Raphael reverses his previous bitter complaints about humans... only to encounter a whining Vernon.
- Leonardo (Cam Clarke)
- Donatello (Barry Gordon)
- Michaelangelo (Townsend Coleman)
- Raphael (Rob Paulsen)
- Splinter (Peter Renaday)
- April O'Neil (Renae Jacobs)
- Burne Thompson (Pat Fraley)
- Vernon Fenwick (Peter Renaday)
- Irma Langinstein (Jennifer Darling)
- Casey Jones (Pat Fraley)
- Zach (Rob Paulsen)
- Shredder (Townsend Coleman)
- Krang (Pat Fraley)
- Bebop (Barry Gordon)
- Rocksteady (Cam Clarke)
- Tempestra (Gaille Heideman)
- Leatherhead (Peter Renaday)
- Rat King (Townsend Coleman)
- Antrax (Pat Fraley)
- Chrome Dome (Peter Reneday)
- Scumbug (Barry Gordon)
- Slash (Pat Fraley)
- Turtle Lair
- Hall of Records
- City sewer system
- Channel 6
- City streets
- Z Bug Zappers
- Electronic lab
Home media releases
- Teenage Mutant Ninja Turtles Season 7
- Teenage Mutant Ninja Turtles: The Complete Classic Series Collection
- Teenage Mutant Ninja Turtles: Cowabunga Classics
- Leonardo breaks one of his swords while fighting Chrome Dome. But it is repaired again moments later, despite never going back to the lair to get another one.
- Tempestra was last seen powerless and reabsorbed into her computer circuit board, so it's not entirely clear how she came back. Though it seems apparent that Shredder recruit her from Dimension X.
- Townsend Coleman takes over from James Avery in voicing Shredder in this episode and for the rest of the season.
- Final appearance of the original Transport Modules. It is also the only time they appear in this season.
- First and only appearances of Antrax and Scumbug. Neither of them received episodes devoted to them and the origins of their mutations were never explained.
- Final appearances of Zach, Tempestra, Leatherhead, Slash and Chrome Dome
- Peter Renaday voices Leatherhead in place of Jim Cummings for his final appearance on the show. Leatherhead keeps Vernon Fenwick as a pet in the episode. Vernon Fenwick is another character that Renaday voices.
- While repairing Chrome Dome, Shredder never mentions the one piece of ordinary steel he was forced to use to build it. None of the heroes/allies knew about it either, but he was at least defeated in a creative manner.