Of Rats and Men
Teenage Mutant Ninja Turtles (2012 TV Series) episode
Season Code: 212
Episode: 38
Original airdate March 2, 2014
Written by Todd Garfield
Producers: Ciro Nieli
Directed by Sebastian Montes
Voice Direction Andrea Romano
Supervising Director  Ciro Nieli
Episode chronology
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"Metalhead Rewired" "The Manhattan Project, Part 1"

Teenage Mutant Ninja Turtles Season 2
October 12, 2013 - September 27, 2014
List of Teenage Mutant Ninja Turtles episodes


  1. The Mutation Situation
  2. Follow The Leader
  3. Invasion of the Squirrelanoids
  4. Mutagen Man Unleashed
  5. Mikey Gets Shellacne
  6. Target: April O'Neil
  7. Slash and Destroy
  8. The Kraang Conspiracy
  9. The Good, The Bad, and Casey Jones
  10. Fungus Humungous
  11. Metalhead Rewired
  12. Of Rats and Men
  13. The Manhattan Project, Part 1
  14. The Manhattan Project, Part 2
  15. Mazes & Mutants
  16. The Lonely Mutation of Baxter Stockman
  17. Newtralized!
  18. The Wrath of Tiger Claw
  19. Pizza Face
  20. The Legend of the Kuro Kabuto
  21. Plan 10
  22. Vengeance is Mine
  23. A Chinatown Ghost Story
  24. Into Dimension X!
  25. The Invasion, Part 1
  26. The Invasion, Part 2

Season 1Season 2 - Season 3Season 4 - Season 5

"Of Rats and Men" is the twelfth episode of the second season of Teenage Mutant Ninja Turtles (2012 TV series), and the thirty-eighth episode overall in the series. It first aired on March 2, 2014.


When the Rat King returns, Splinter must overcome his guilt and fear of the Rat King controlling his mind in order to defeat his foe once and for all.


Major Characters

Minor Characters


The episode begins with Casey, April, and Irma walking on the streets after a tutoring session (and after getting a gluten-free Pizza). A small, harmless, common rat is then seen running across the street, which, obviously, surprises Casey Irma then wonders why some one as big as him would be afraid of something tiny in comparison. Following the rat, however, a lone cat appears and April takes an immediate liking to it. While she quickly decides to bring the kitty home (since it doesn't even have a tag on it), something is watching Irma from behind. After both Casey and April say goodbye to Irma and leave, the strange something then emerges from it's hiding place and it seemingly attacks Irma.

Meanwhile, in the sewers, Leonardo is just preparing to face off with his blindfolded sensei. Leo asks if this is even the slightest bit unfair, but Splinter is soon to make him rest assured that it is not by any means Leo then rapidly lunges at his sensei, both Katanas in his hands, but Splinter holds his ground and is able to evade all of his attacks, while explaining that, when your eyes are covered (impaired), you have no other choice but to rely on your other keen senses to overcome your foe and that practicing this is a way to potentially forge one's Martial Art skills to the most superlative degree possible. After a little while longer, Splinter comes around behind Leo so quickly, grabs one of his wrists and he defeats him with ease, causing the other brothers to snicker at him For some weird reason, Splinter then hits the three of them on the back of their heads. Then, he strangely collapses behind them and then stands up again, his eyes lit up with a very bright red color. He then scolds the Turtles quite loudly and then, after he is eventually able to calm himself, the apparition of an all too familiar face repeatedly flashes through his mind He then decides that he must meditate in order to find the true source of what's bugging him.

Later, Donnie is seen trying to work on yet another Retro-Mutagen attempt, while Mikey is in his lab licking a multi-flavor ice cream cone, causing some trouble, and spilling it all over his brother's desk by accident. Donnie then asks him to leave the area, but, before Mikey can do so, a large scoop of ice cream then falls off and lands in the jar full of the solution However, Mikey quickly hides in front of it to prevent Donnie from becoming really enraged. Then, April and Casey enter the room. April asks the two if they can look after the stray cat that she had just found, and Mikey instantaneously grabs it, having already taken a liking to it as well While Casey, April and Donnie are talking among themselves, Mikey allows the cat to run amuck on the table and it ends up licking the jar full of both the antidote (which contains a certain, unspecified amount of Mutagen) and the ice cream. As the cat's body slowly begins to break down, Mikey looks on in terror and greatly regrets what he has done. However, just when the cat appears to be deceased, it begins to reform, as both it's former body structure and the ice cream have somehow been able to amalgamate, Mikey very quickly takes the cat out of the room, without the others being able to take any notice.

Meanwhile, Splinter is continuing to meditate in front of the picture of his family. Suddenly, the Rat King's face flashes through his mind once again. Splinter then begins to struggle within himself, telling the Rat King that he had already defeated him a while ago The Rat King, however, then tells him that he cannot die at all, for he only lives when Splinter is still alive and that he lives within his very soul Splinter then instructs him to get out of his mind, but the Rat King refuses, intent on both subjugating Splinter once again and finding out how he managed to mutate. The villain then says that he now has what he came for and departs.

Splinter then comes out of the Dojo, desperately wanting something from the fridge to put on his head and possibly a cheesicle. However, as it turns out, Mikey had just stuffed the kitty in here as well and Mikey ends up choosing the decision of not allowing his sensei to open it However, Splinter becomes increasingly mad after this statement and attacks both Mikey and the other three Turtles all at once, while Casey resorts to cowering in horror. The Turtles manage to pin him down at one point, but he then jumps free and claims that he is soon going to take over the city and then the immense world. Splinter then calms himself after this unlikely statement. He then notifies to his sons that the Rat King has made his harrowing return.

Elsewhere, on a rooftop in the city, the Rat King himself is pondering over just what he could do to the human race and even the world itself with such a prodigious supply of rats (who he calls his 'brethren'). He then orders several dozen gigantic mutant rats to begin invading the whole city.

Meanwhile, down in the sewers, the Turtles, Splinter, Casey, and April are all watching a current news report about the rodents, the humongous rodents that are invading the city again, one by one, and the total chaos that is resulting. Despite Splinter's explicit warnings, they decide that they must go up to the surface and at least try to lead some of the rats away, so three of the Turtles and April quickly head up there in the Patrol Buggy, with Mikey wearing a large piece of cheese tied to the top of his head, This plan actually works for the most part and tons of rats soon begin following them. Leo then arrives there in the Shellraiser, but a couple rats manage to jump onto it and end up quickly toppling it over. Meanwhile, Casey is riding on his own bicycle behind all of them and begins fending off the rats with some marbles (that can easily be sprayed from the back of the bike and cause the rats to slip on the street) and some tailor-made flamethrowers However, one manages to catch Casey off-guard from the front and knocks him off of his bike, before snatching him up in it's jaws and easily bringing him down into the sewers, much to April's grief Elsewhere, the Rat King then climbs atop one of the huge, copious rats and then commands all of them to retreat back to the hideout.

Back at the Turtles' lair, Splinter is seen yet again engaging in deep meditation, trying to desperately purge his mind of these thoughts, but, again, the Rat King enters into them and tells him that he belongs to him once again, but he just does not know it quite yet....

The Turtles soon arrive home, and Splinter explains to them that, when the Rat King managed to peer into the depths of his mind, he somehow uncovered all of the secrets behind his mutation and is going to use this knowledge to transform all of the humans (that he was able to capture) into lethal rats. Raph then says that they must find a way to stop him for good, but Splinter, fearing greatly for their safety, says that Rat King is simply too powerful for any one of them. Leo tries to reason with his sensei, but he commands him to stop. April then says that she believes in him and what he is capable of (and that Casey's life is in grave danger), hopefully granting Splinter a change of heart.

Meanwhile, in a very different section of the sewer, the Rat King has all of the humans locked up in numerous cages suspended from the ceiling there. Both Irma and Casey are in one of them and Casey pretends to be someone else whilst conversing with her. The Rat King then rises and explains to them that he has been able to change the once ordinary rats into giant rats with a certain, unperfected growth serum as a test, but, as it turns out, these are not the soldiers that he originally wanted to have under his command He then tells them that he has finally uncovered the secret of transforming the entire human race into an army of ferocious rodents and that nothing is to stop him as of now.

Meanwhile, the Turtles are just gearing up for a very tough battle by gathering up a ton of smoke bombs and they are also preparing to go find the hideout. Mikey also brings the "Ice Cream Kitty" along as an unlikely weapon. Elsewhere, the Rat King is examining the brand new serum that he has just put together. One of the rats then informs Falco that the serum also has not quite been perfected quite yet, and a grotesque entity (an experiment gone wrong) is then shown to prove the truth of this statement. Thus, the Rat King decides to get the better of the circumstances and decides that he should immediately try it out on Irma, as she looks like a great test subject, but she passes out shortly thereafter Quietly, the Turtles and April are just entering. Unexpectedly, it is revealed that their sensei came along with them too, in spite of what he had claimed earlier on. They then tell April to release all of the people, since the Turtles cannot risk being put into plain sight. While she busies herself with that, Leo prepares to throw a single blade right at Rat King, who has already sensed Splinter's presence there and takes control of him, ordering him to kill his sons, one by one Splinter then grabs and quickly turns the blade on Leo, but Mikey, however, grabs and tosses the mutated kitty right (contained with a box) at Rat King's face, resulting in the latter loosing control and Splinter reverting back to his normal self. Meanwhile, April has managed to find a lever that can release all of the humans and Casey, April, and Irma then lead them out of the area as quickly as they possibly can. After they do so, Casey encounters another big rat and decides to put his fear behind himself for one brief moment and defeats the rodent. The Turtles then face the multitudinous rats as well, while Splinter goes to chase after the Rat King (who has a rat sitting on his shoulder), who has fallen through a narrow hole into a long tunnel, where yet another large rat is waiting for him to climb on.

Soon, all of the huge, revolting rats are actually defeated by the four Turtles. Donnie almost falls to death into a giant fan that Irma had activated by accident earlier, but, luckily, Mikey rescues him at the very last moment. They then wonder where their sensei could have gone off to.

Meanwhile, Splinter still effortlessly chases after the otherworldly villain, whom is now jumping from platform to platform in another, very dangerous part of the sewer. Splinter soon winds up clinging onto a platform for dear life, but the Rat King then sends a horde of small rats down onto him, which bite his fingers and cause him to fall down many feet, but he manages to cling onto another platform. He refuses to give up here and now and goes to pursue the Rat King once more. When the two finally meet face to face, Splinter quickly lunges at him multiple times, but the Rat King is able to dodge every single one of his well-placed attempts and reminds him that he can see everything coming from over a mile away. Just when the bad guy begins to gloat about just how supreme he is, Splinter then knocks the rat right off of the Rat King's shoulder and it then plummets over a nearby cliff (along with the many bandages over his eyes). The Rat King tells him that he will pay for that action, but the villain then realizes that this was only a mere distraction so that Splinter could grab hold of a blindfold that he had with himself. Splinter then covers his own eyes with it, which ultimately prevents the villain from seeing through him, thus giving him a taste of his own medicine. With his competitor's mind completely 'inactive', Splinter begins to defeat him easily. Splinter then explains to him that the sense of control is nothing but an illusion. This is proven true when the Rat King runs toward where he only thinks that Splinter is and he ends up falling over the edge of the cliff and into the void. Splinter then says "Goodbye, my king", before removing the blindfold from his forehead and triumphantly walking in the other direction.


  • The title of this episode is a play on John Steinbeck's novel Of Mice and Men, which derives it's title from the phrase "the best laid schemes of mice and men", a stanza of Scottish poet Robert Burns' poem To a a Mouse.
  • Rat King has tried to turn people into rat people back in the 1987 TV series. Though this time he captured Irma and Casey instead of Irma and Vernon.
  • The Rat King's albino rat companion Aristotle is named after the classical Greek philosopher and scientist. His giant mutant rats, those given names at least, are all named after famous (or infamous) Roman emperors.
  • When the rats attack the city, the movie title in the cinema - Food of the Vermin in 3D, is a nod to H.G. Wells' novel, Food of the Gods which was later adapted to a movie by Bert I. Gordon and Damian Lee's Gnaw: Food of the Gods II.
  • The Rat King's white rat, Aristotle, is analogous to Socrates, the white rat in Ratman's Notebooks. That novel went on to inspire the film Willard, its sequel, Ben and the 2003 remake of the first film.
  • When Michelangelo throws Ice Cream Kitty at Rat King he says "Ice Cream Kitty Away!" a reference to Pokémon. The cooler he keeps Ice Cream Kitty in also bares the same red-and-white color scheme of a pokéball.
  • When Irma mentions that rats share many similarities with humans, she is referring to the fact that they are both subspecies of the clade Euarchontoglires (also known as Supraprimates) which includes all humans, apes, monkeys, colugos, rodents, rabbits, hares and pikas—all of which are more genetically similar to each other than they are to any other animals.


Casey: (irritated) Thanks for hanging out with us on our date, Irma. We really needed a chaperone.
Irma: Anything I can do to help.
April: Um, who said this was a date Casey?
(rat runs by, and Casey yelps)
Casey: What the...?
Irma: I can't believe someone as big as you is afraid of a little rat.
(cat hisses at the rat)
April: (picks up cat) And I can't believe that rat was afraid of this adorable little kitty! Aw…
Irma: I mean, rats are relatively harmless. They also share many similarities to humans, which is why they're used in scientific experiments.
Casey: (whispering) Does she ever shut up?
April: Little kitty doesn't have any tags. We can't just leave her here.
Irma: Don't look at me. I'm more of a rat person. (she hears something in the alley and turns around, but doesn't seem to see anything)
April: Catch you later, Irma. Got to find this kitty a home.
Irma: Sure, ditch me again. One of these days I'm going to find out where those two are always running off to, and then I'll... (the mysterious mutant (giant rat) sneaks behind her and roars; Irma turns around and screams)

Leonardo: (shifting uncomfortably) I don't know, Master Splinter… This doesn't seem fair…
Splinter: (blindfolds himself) I assure you, it isn't.
(Leo draws katana, and attacks)
(Splinter dodges, Leo misses)
(Raph, Donnie and Mikey laugh)
Michelangelo: You missed!
Raphael: Swing and a miss!
Splinter: Blind-fighting is more than just honing your other senses. It is about perception, and giving the illusion of control.
(Leo attempts to attack several more times, every single attack Splinter dodging)
Splinter: You may think you have the upper hand in the situation… (seizes Leo by the wrist) You do not.
(Leo is down, and the other turtles are laughing)
Michelangelo: Looks like someone needs a shower…
Raphael: How's that floor taste, Lame-O-Nardo!
Splinter: (whacks them all upside the head) It is not hard to sense loud mouths.

Michelangelo: So, I wonder what happened to Master Splint— Aaahh! Brain freeeeezze!

Michelangelo: (about Ice Cream Kitty) Can we keep her?
Donatello: You know, Master Splinter is a rat.
Casey: Yeah! What if that cat goes nuts and attacks him? She could eat off his body for months!
Donatello: You know, there is something seriously wrong with you.

Splinter: No… No… I defeated you. You were gone!
Rat King: I am never gone… I live, because you live.
Splinter: Get out of my mind!
Rat King: I am even deeper than your mind. I am inside your very soul. You will give everything to your king! Your Rat King!

Michelangelo: (puts Ice Cream Kitty into the freezer) Don't worry, my little friend. This will keep you from melting, until I use my scientific genius, to figure something out.

Leonardo: Mikey…
Michelangelo: Ahh… I didn't do it, I swear I never touched it, and—!
Raphael: What are you babbling about?
Splinter: (enters kitchen, groaning) Need ice… for my head… And possibly… a cheesicle… (starts to open freezer)
Michelangelo: You can't do that! (slams freezer door shut) No, Sensei!
Splinter: (creepy vibe) 'No'… You tell me, 'no'?

Splinter possessed by the Rat King: I got what I came for. Soon New York, and the world, will be mine!

Rat King: Look at it, Aristotle… Such beautiful chaos. To see it through every pair of rodent eyes… Soon, the world will belong to our rat brethren, with me as king.

Rat King: What's that you said? The serum's not perfected?! What do you mean.
(the man that The Rat King tested on turns into a disable monstrosity)
Rat Man Freak: Cheese! Please give me... Cheeeese!!
Rat King: Well, not every experiment can be a success. But this new serum will work.

Casey: Giant rats… Giant… rats…
April: Maybe you should sit this one out, Casey.
Leonardo: We could really use your help, Sensei. Last time, you took that creep out with one punch!
Splinter: Last time was different, Leonardo. The Rat King has grown too powerful… I do not fear for myself, but for what he could… force me to do.

The Rat King: You're mine now, Splinter. Destroy your sons! One. By. One.
Michelangelo: Not so fast, Rat King! Ice Cream Kitty awaaaaayyyy!!

Donatello: Is that April's cat?
Michelangelo: Absolutely-not.

Michelangelo: Smell the cheeeese… (punches rat mutant) Smell that cheese! (punches it again) C'mon, smell it!

Rat King: That's right… Bow before your master, rat. There is nothing you can do that I can't see coming.
Splinter: So… You still think you are in control of this situation? (knocks the rat off the Rat King's shoulder, and into the void)
Rat King: Aristotle! You will pay for that! I can still see through your eyes!
(Splinter holds out eye bandages)
Rat King: What…?
Splinter: How about… (blindfolds himself) now?
(the Rat King is now in darkness)
Splinter: Control is an illusion.
Rat King: Where… are you?
Splinter: It can be even more blinding than the inability to see. It can…
(the Rat King tries to strike him, and falls into the void)
Splinter: Send you over the edge… Goodbye, my king.



TMNT 2012 Of Rats and Men Promo

TMNT 2012 Of Rats and Men Promo

Tmnt Of Rats and Men Clip!!!

Tmnt Of Rats and Men Clip!!!

Start a Discussion Discussions about Of Rats and Men

  • Ice Cream Kitty

    51 messages
    • Same-same. Me 2. And, Shell22, YOUR PIC IS AWESOME!!!!!! Someone tell me how to get a profile pic???? And can someone give me a link to an awes...
    • Well you could type in : TMNT Raph and click the image options. There, you can choose the best one and save it!
  • Ice-cream Kitty

    13 messages
    • ThomasFanAC wrote:Fernando Pandha wrote:ThomasFanAC wrote:Doesn't the part where Mikey calls her out to join the fight look at least a ...
    • Fernando Pandha wrote:ThomasFanAC wrote:Fernando Pandha wrote:ThomasFanAC wrote:Doesn't the part where Mikey calls her out to join the fi...
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