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[Opening sequence and theme song.]


[Episode begins at night, outside the Hilltop Hotel. Panning down to the street, we see a couple buying hot dogs from a street vendor. A man in a white coat runs past, bumping into the vendor and causing him to splatter the couple with mustard.]

Herman J. Melish "Excuse me. Oh dear, oh dear."

[Clutching a glowing, warbling circuit board to his chest, the scientist runs into an alley. Two thugs are chasing him and back him against a wall.]

Melish "Oh, no! No, you can't have it."

[They grab the circuit board out of his hands, but at the same time, they are grabbed by the turtles.]

Michelangelo "All right, dudes. Chill out!"

Melish "The Teenage Mutant Ninja Turtles.
[The circuit board pops into the air.]

Whoops.
"

[Everyone is calling for it at the same time, reaching for it as it falls.]

All "Yeah! I got it! I got it!"

[One of the thugs catches it and starts to run, but Raphael tackles him and he loses the circuit board.]

Raphael "Bad catch, bud."

[The other thug catches it.]

Michelangelo "Come on, dudes, let's go!"

[Leonardo does a handspring and kicks the man, forcing him to drop the board. The turtles and the other thug leap onto the ground and struggle to grab it. The circuit board pops out of their hands and falls down a sewer grate.]

Melish "Oh, no!
[The thugs run away.]

Forget them. You gotta get it back.
"

Raphael "What was that thing?"

Melish "My latest scientific discovery. You gotta find it!"

Leonardo "Just who are you, anyway?"

Melish "I'm Herman J. Melish. You gotta find it! If it fell in the wrong hands, it would be a catastrophe."

Raphael "We'll find it, all right."

[Raphael pulls the grate away and the turtles drop into the sewers. They land on a platform just above running water.]

Leonardo "It must have washed away in the river."

Melish "Just find it! I gotta go."

Leonardo "Well, you heard the man. Let's find that thing."

Donatello "Right. Whatever it is."

[Melish has run off. The turtles start following the flow of water.]

Raphael "Let's just hope nobody finds that doodad before we do."

Michelangelo "Oh, relax, Raphael. Who else hangs out down here in the sewers besides us?"

Raphael "Are you kidding, Michelangelo? What about the Rat King? And Leatherhead? And—"

[He trips and falls over a bunch of boxes. Flies rise up from the debris and one lands on Michelangelo’s face.]

Michelangelo "That reminds me. I wonder whatever happened to old Baxter Stockman?"

Raphael "Baxter, the wacko fly? Forget him. Come on!"

[Cut to Baxter Stockman, flying through dimensional limbo. He’s holding a desktop computer. There is a face on the computer screen belonging to the pandimensional spacecraft computer known as Z.]

Baxter Stockman "What a world. I suppose all my old enemies have forgotten about me by now."

Z "Don't worry, Baxter old pal. We'll find some way out of this dimensional limbo sooner or later."

Stockman "Maybe they've forgotten what a great scientist I used to be, but I don't forget. I'll find that-that—"

Z "Shredder."

Stockman "Thank you. Shredder. And I'll get even with him for making me this way."

Z "Relax, Baxter old buddy. I'll get you out of here somehow."

Stockman "I hate it here! There's so much nothing. I want to go back to Earth and get my revenge."

[He starts weeping.]

Z "Take it easy, Baxter. I hate to see a grown fly cry. Hey! Look! Do you realize what that is?"

[On a nearby asteroid is a glowing circular opening in the sky.]

Stockman "It's an electric doughnut. Yum, yum."

Z "No. It's a dimensional wormhole. It's a warp in the fabric of space and time. Baxter, this could be our gateway home. And beautiful."

[Stockman enters the wormhole. Inside the Technodrome in Dimension X, Shredder sits at a control panel watching static interfere with the image on the huge monitor in front of him.]

Shredder "What's the matter with this idiotic machine? Give me a maintenance report on our main power batteries."

Computer "Two plus two is four."

Shredder "I know that, you stupid machine! I need a damage report."

Computer "Two plus two make four."

[There’s an electric sizzling sound and sparks shoot up from the panel just before it catches fire.]

Shredder "Oh!"

Krang "It still don't, Shredder. When the volcano erupted, it completely damaged the main compu circuits."

Shredder "But we can't function without a computer!"

Rocksteady "Yeah. And we can't play no computer games neither."

Bebop "What a bummer."

Krang "Well, let's go shopping. We must get a computer. And the easiest place to get one is on Earth!"

[In the sewers, a rat sits near a waterfall. It starts squeaking and then runs when the wormhole opens up near the ceiling. Stockman flies through and lands in the water.]

Z "Baxter. You it did. We're back on Earth."

Stockman "Earth? Now I can get Shredder. Let me at 'im.
[The circuit board falls out of the water and lands on his head. He picks it up.]

Why it's-- it's-- Double goodie!
"

Z "No, wait. Let me see it. Baxter, this is a solid energy generator. A device that turns energy into rock-hard matter. Place it in my circuit slot.
[Stockman does so.]

Now. Watch.
"

[The machine starts humming and hissing. Then it grows a see-through body of its own.]

Z "Baxter, old buddy, with your brains and my new body, we're ready to take on the world."

Stockman "Okay! Ha ha ha! But we start with Shredder."

Z "Whatever you say, pal."

[He climbs a ladder and Stockman follows. The turtles arrive in the same location just after the two leave.]

Michelangelo "This is the end of the river, dudes."

Raphael "Yeah? Then where's the gadget? Maybe it sank."

Donatello "After floating all this way?"

Michelangelo "Well, maybe we missed it back there."

Raphael "I don't think so. Look!"

[Sees a set of odd footprints.]

Michelangelo "Whoa!"

Raphael "What the heck makes footprints like that?"

Donatello "I don't know. But I think we'd better find out."

[Stockman and Z exit the sewers.]

Stockman "Where's that Shredder? I want him. I will crush him like a-- a fly.  No, that can't be right. Revenge. Revenge, revenge!"

Z "Wait, Baxter old pal. Don't forget, we have to deal with those turtles, too."

Stockman "Revenge! Revenge!
[Spots a “Sweet & Tea” shop.]

Sugar! Sugar!
[He breaks down the door.]

Sugar!
[He exits with a bowl of sweets which he munches on.]

Sugar!
"

Z "That's brilliant! Baxter, you're a genius."

[Stockman replies with his mouth full.]

Stockman "I know."

Z "We'll lure him out of hiding with the one thing in the universe he really wants to get his hands on."

Stockman "You mean, sugar!"

Z "No, those four Turtles."

Stockman "Yes, of course, the turtles. Turtles! How?"

Z "By using their friends at Channel 6."

[A computer salesman enters Burne Thompson’s office at Channel 6.]

Salesman "Well, Mr. Thompson, we've installed new computers in every office in the TV station."

Burne Thompson "They'd better work! They cost me a fortune."

Salesman "By the way, we also have computers that can replace most of your news staff."

Thompson "Mm. That would certainly make my life easier. I'll think about it."

[April, Vernon, and Irma are eavesdropping.]

Irma "April, Burne's not really going to replace us with computers, is he?"

April O’Neil "It sure sounded that way, Irma."

Vernon "I certainly don't have to worry about that. I'm invaluable to this station."

April "Yeah. They couldn't make a computer with a big enough ego to replace you."

[April and Irma walk away from Vernon. Inside the turtles’ lair, Donatello places a plaster cast on the kitchen counter.]

Donatello "Here's the plaster cast I made of that footprint."

Leonardo "What kind of creature has a foot like that?"

Donatello "Some weird alien robot?"

Michelangelo "A five hundred-pound canary?"

Raphael "A circus clown with a really sick sense of humor?"

Splinter "No, my sons. It appears to be the footprint of a gigantic fly!"

Turtles "Baxter Stockman!"

Splinter "Yes. There is no doubt it is the footprint of a gigantic fly."

Michelangelo "Fellow dudes, it looks like old Baxter Stockman's back in town."

Leonardo "And chances are, he's got that device."

Donatello "Melish said it would be a catastrophe if it fell into the wrong hands."

Raphael "Yeah, and Baxter's got four of 'em."

Leonardo "Come on, turtles. We've got to find him."

Michelangelo "Ah, but we don't know where he is."

Donatello "And we don't even know what that device does."

Raphael "Since when have we been bothered by details?"

[The turtles leave the lair. Meanwhile, Baxter Stockman carries Z to the roof of the Channel 6 news building.]

Z "Now, we need to get inside to the main transmitting room."

Stockman "Let in!"

[He smashes the hatch covering the roof entrance.]

Z "Gosh, you're so clever, Baxter.
[They drop into the transmitting room.]

Now, go find that woman who's friends with the turtles, April O'Neil.
"

Stockman "Find April O'Neil. April O'Neil."

Z "While I take over this building.
[Z’s face appears on the monitors inside a studio control room.]

Attention, humans.
"

Vernon "What the heck?"

[He screams when Stockman breaks down the door.]

Stockman "April O'Neil."

[Z appears on Thompson’s computer monitor.]

Thompson "Hey-Hey-Hey-Hey-Hey!"

Z "I now control everything in this entire building."

Thompson "Well, I sure got my money's worth with those computers."

[April and Irma watch on April’s computer monitor.]

Z "This building is now under the command of the greatest guy in the universe. Baxter Stockman."

April "Baxter Stockman?"

Z "We control everything."

[The outer doors close and lock. A security guard attempts to open one, but it won’t budge. Stockman carries Vernon to Z.]

Vernon "Oh, put me down!"

Stockman "Here s-she is, April O'Neil."

Z "No, no. That's not even a woman. She looks like this, Baxter, old pal."

[His monitor displays an image of April.]

Stockman "Okay. I got it now. Find April O'Neil. Find... May O'Neil. June O'Neil!"

Thompson "Give me that computer salesman on the phone, pronto!"

[Z’s voice comes through his phone.]

Z "Sorry, but Baxter Stockman controls the phones, now."

Thompson "That's just great, great, great, great."

[Stockman breaks down his door.]

Stockman "Are you September O'Neil?"

Thompson "You mean, April? Do I look like April?"

Stockman "Where is she?"

Thompson "Why should I tell you?"

Stockman "Because.
[He lands on Thompson’s desk.]

I'm a big fly.
"

[Thompson walks into the hallway with Stockman and points.]

Thompson "She's straight down the hall."

Stockman "Straight down that hall. Straight down that hall."

[Stockman breaks through a wall.]

Thompson "I don't remember putting any big flies on the payroll."

Irma "What are we gonna do, April?"

April "Get help!
[She flips open her turtlecom.]

April to turtles, come in.
"

[Vernon bursts into her office, breathing heavily.]

Vernon "April? There's a horrible monster loose in the building."

April "I know, Vernon. Quiet!"

Leonardo "We read you, April. What's up?"

April "We got a big problem here. Baxter Stockman and that computer of his are taking over the station. Hurry, guys. We need you!"

[The door slams open and Stockman enters.]

Stockman "Excuse me. I'm looking for April O'Neil."

April "I-I'm a little busy right now."

Stockman "Oh, sorry. I'll take you instead."

[He grabs Vernon.]

Vernon "Oh, no. No, not again! I should have stayed in radio."

Leonardo "Come on, team. April's in trouble!"

Raphael "At least we can stop looking in trash cans for that fly."

Michelangelo "Yeah. Now all we need's a really big glass jar to catch him in."

[Stockman carries Vernon through the building and ignoring a hole in the wall he’s already made, and an open door, he breaks through another section of wall.]

Stockman "April was busy calling the turtles so I brought him instead."

Z "Great work, Baxter. You've done it again. That means the turtles are on their way here."

Stockman "They are? What do we do?"

Z "We want them to come so you can capture them."

Stockman "Capture them? Oh, yes. Good."

Z "No, wait, buddy boy. You can't catch all four of them by yourself. Fortunately, with my new solid energy generator, I can make you a device to catch them.
[He presses a button on his console and creates a laser pistol.]

Now, go get 'em, palsy-walsy.
"

Stockman "Okay!"

[He flies out of the room. Vernon starts crawling towards the exit and is hit by an electrical charge.]

Vernon "Whoa!"

Z "And just where do you think you're going?"

Vernon "Excuse me. I have to go see my chiropractor."

[Cut to the Technodrome.]

Shredder "How much longer is this going to take, Krang? We need a computer."

Krang "I found it! A source of incredible computer power. Like nothing I've ever detected before on Earth. And it's at Channel 6."

Shredder "That's ridiculous. What would the most powerful computer in the world be doing at a television station?"

Krang "Giving an interview, for all I know. Who cares why it's there? We must return you, and Bebop and Rocksteady to Earth, so you can steal it."

Shredder "Wait a minute! The transdimensional portal generator doesn't work."

Krang "Then, we must make it work. Come on!"

[Cut to the turtles exiting the sewers through a manhole just outside of the Channel 6 building. They attempt to pull open the doors, but they won’t budge.]

Leonardo "It's locked!"

[Raphael pulls a sai and approaches the door, but Donatello jumps in front of him.]

Donatello "Wait! That door isn't your property."

Raphael "Wanna take a vote on smashing our way through it?"

Donatello "We don't have time for this. We've gotta find Baxter."

[They hear a buzzing sound and look up.]

Raphael "I'd say he just found us!"

Stockman "I've got you now. Stupid, greasy turtles."

Michelangelo "Whoa, dude. Who you callin' "greasy"?"

[Stockman dives at them, and the turtles duck, then start dodging him.]

Donatello "Run!"

Raphael "Boy, what I wouldn't give for a really big flyswatter right now."

[Stockman sweeps down and tries to grab Leonardo, who leaps and flips away, narrowly avoiding the fly. Michelangelo starts swinging his turtle line.]

Michelangelo "Hey, bug breath, come back and play!
[He swings the weapon and snags Stockman’s ankle.]

Gotcha now!
"

[Stockman flies into the air, taking Michelangelo with him. Stockman shakes him loose and Michelangelo shouts as he falls.]

Raphael "I got ya, Michelangelo.
[He holds out his arms, but Michelangelo lands on him and they both hit the ground.]

Next time, try to fall a little gentler, will ya?
"

[Suddenly two glowing ropes coil around Michelangelo and Raphael, cocooning them. Stockman laughs evilly.]

Stockman "I'll catch you Turtles.
[He fires the pistol he received from Z. The glowing rope shoots out of it and captures Leonardo and Donatello.]

I have you now.
"

[He picks up all four of them and carries them skyward.]

Raphael "Just our luck. Swatted by a fly!"

[The scene shifts to the turtles tied up to various parts of a giant clock which sits atop a tall building. Leonardo is tied to one of the clock hands. Michelangelo is tied to one of the gears, which is moving towards another gear that would crush him. Donatello is tied to a large bell, and a figurine carrying a hammer ticks towards him. Raph is tied to an anvil and another figurine with a hammer approaches him.]

Leonardo "Erg, there must be some way out of these energy ropes."

Michelangelo "I think I've been feeling too geared up lately, dudes."

Donatello "Yeah. Something tells me I'm about to get a splitting headache."

Stockman "Oh, sometimes I wish I had a fifth hand."

Raphael "Aw, don't fly off the handle, Baxter."

Stockman "Not funny, not funny!"

Raphael "Nobody likes puns anymore."

[Back at the Channel 6 building, Z muses on his partner.]

Z "Old buddy-boy Baxter must have the turtles ready by now. It's time to get Shredder's attention.
[He uses the news station’s satellite dish to broadcast his message.]

Do you hear me, Shredder? I'm looking for you. My buddy Baxter's got those turtles you're always after, and if you don't show up in five minutes, they'll be toast.
"

Stockman "Where are you, Shredder? You come here now, or else you’ll never have revenge against turtles-- never, ever, ever!"

Donatello "We're bait for Shredder?"

Michelangelo "Yeah, leave it to a fly to think up a bug-brained idea like that."

Donatello "But Shredder isn't even on this planet."

Stockman "That stupid Shredder doesn't even know an ultimatum when he hears one."

Raphael "Uh, Baxter, can we talk?"

[On the Technodrome, Shredder is still trying to leave.]

Shredder "Hurry, Krang. We must get the transdimentionl portal activated."

Krang "You stupid machine!"

[He pounds the console with his fist.]

Shredder "It's working!"

Krang "Hurry! Hurry! Go through it, and get that computer."

[The portal opens several feet above the street. Shredder, Bebop, and Rocksteady fall and land hard.]

Shredder "Now to get to Channel 6."

[Z’s broadcast comes through several televisions in the window of a nearby store.]

Z "Do you hear me, Shredder?"

Shredder "What the devil?"

Z "You'd better meet my pal Baxter Stockman at the clock tower in two minutes."

Shredder "Baxter Stockman? What is he doing here on Earth?"

Z "Baxter is going to finish off the turtles if you don't show up."

Shredder "No, by Ninja law it is my right to destroy the turtles, not that pipsqueak fly's."

[He starts forward but his mutants grab his arms.]

Bebop "No, Master Shredder."

Rocksteady "We gotta get that computer, like Krang said."

Shredder "Oh, who cares about the computer? I want those turtles!"

[April, Irma, Thompson, and Vernon walk through the halls of the news building.]

Vernon "We're going to be trapped in this building forever! Oh, we're doomed."

Thompson "Oh, Vernon, shut up."

April "If we can cut the power that computer's using, maybe we can get out of here!"

[They reach the door of the generator room.]

Thompson "I've got a card key.
[He tries the card and gets shocked.]

Ow, ow, ow!
"

[Z appears on the screen.]

Z "Ah, ah, ah. Trying to cut the power, eh? When my palsy-walsy Baxter rules the world, all humans will obey us computers.
[The foursome start backing away, but a steel door slides shut behind them, blocking their way.]

In the meantime, I'll just have to teach you a lesson for your disobedience.
"

[An electrical charge shoots down from the control panel, hits the floor, and crawls towards them. Meanwhile, the turtles try to talk sense into Stockman.]

Donatello "Baxter, I'm telling you, Shredder's in Dimension X."

Raphael "He ain't comin', Baxter. So why don't you just let us go and buzz off?"

Stockman "Pah! You're just tryin' to save your own shells. Shredder, where are you?"

Raphael "Baxter, there is no possible way Shredder is gonna show up here.
[Shredder and the two mutants burst through the wall below the clock face.]

So sue me.
"

Shredder "I want those turtles, Baxter. You're not going to deprive me of my revenge."

Stockman "No, it's my turn for revenge."

[He shoots the energy ropes at them. All three struggle against the ropes. The clock hand to which Leonardo is tied continues to move. The turtle manages to get his hand on a hidden knife and cuts himself free. As Shredder and the mutants start to get free, Stockman flies over and knocks all three down. He slams their heads together. Meanwhile, the gear that Michelangelo is tied to moves closer to the connecting gear.]

Michelangelo "Hey, dudes, I think our time's up!"

[The figurine stands over Raphael and swings its arms back.]

Raphael "Donatello, can you get loose?"

Donatello "No way. Only the most highly skilled ninja master could get out of these ropes.
[Leonardo drops down in front of him and slices Donatello free with his katana.]

Hi, Leonardo.
"

[They jump aside as the figurine brings her hammer down on the bell. Leonardo then slices Michelangelo loose.]

Michelangelo "Whoa-oa!"

Raphael "Well, what took ya so long?"

[Leonardo slices Raphael free and grabs his wrist, yanking him off the anvil, just as the hammer drops. Rocksteady points his laser gun at Stockman, who grabs it and they both struggle for control of the weapon.]

Shredder "You stupid fly. I should have swatted you long ago."

[The turtles try to find a way down.]

Leonardo "We've got to get out of here and over to Channel 6 somehow."

[The laser gun slips out of Rocksteady’s hands and lands in the turning gears. When the gears come down on it, the gun explodes. Parts going flying in all directions. A gear hits the spot where the turtles are standing, which turns out to be a large spring. They shoot into the air and burst through the roof, eventually landing on their feet outside.]

Leonardo "Come on. We've gotta get to that computer."

[Shredder and his two mutants crawl out from under debris atop the clock tower.]

Rocksteady "Ew, what happened to Baxter?"

Shredder "He must be finished."

Bebop "And the Turtles escaped."

Shredder "Never mind. We've got to get that computer."

[The turtles are once more at the entrance to Channel 6.]

Raphael "Now, to bust our way in."

Donatello "Wait. The destruction of other people's property, for whatever reason, is wrong."

Raphael "Are you kiddin' me? April's in danger."

Donatello "We'll take the sewer."

[They head back to the manhole.]

Raphael "Excuse me. Since when did we become "The Teenage Mutant Ninja Boy Ninnies"?"

[At the clock tower, Stockman crawls out from the debris.]

Stockman "Got to stop them!"

[Shredder reaches the Channel 6 building and can’t get in.]

Shredder "Locked. Bebop, blast it."

Rocksteady "Wait! The destruction of other people's property, for whatever reason, is wrong."

Bebop "He, he, he. I know."

[He blasts the doors. The turtles arrive in the basement of the building and head for the stairs.]

Leonardo "Come on."

[Meanwhile, the electricity is still moving towards the humans trapped in the hallway. Z laughs.]

Z "This will teach you humans to mess with a computer."

[Just as the electricity is about to hit them, the turtles reach down from the ceiling and pick up all four of the humans.]

Raphael "I'll show that overblown pocket calculator."

Donatello "Wait, the destruction of other people's—"

Raphael "Shut up!"

[He throws a sai at the control panel and it explodes. Everyone drops to the floor.]

Leonardo "Where's Baxter's computer?"

April "Upstairs, in the transmitter room."

[Shredder, Bebop, and Rocksteady crash through a wall and confront Z.]

Shredder "You're the supercomputer."

Z "Who, me? Why, uh, no. I'm—"

Shredder "Bebop, Rocksteady. Get him!"

Z "What are you doing? Put me down!"

Shredder "Krang! Activate the portal."

[The portal appears and so does Stockman.]

Stockman "You put my friend down!"

[The turtles arrive. Stockman grabs Z’s “legs” and attempts to pull him away from the two mutants.]

Z "Hey, cut it out. Ow, ooh."

Stockman "Let him go! He's my best friend."

Shredder "Ah, it's mine."

Michelangelo "Think we should do something?"

Raphael "Why bother? They're doin' plenty."

[Melish arrives on the scene.]

Leonardo "Melish! What are you doing here?"

Melish "I've been looking all over for you guys. Did you get my solid energy generator?"

Donatello "It's right there.
[He points at the fighters.]

If you like, go get it.
"

[Melish holds up a device.]

Leonardo "Hey, what's that thing?"

Melish "Huh? Oh. The autodestruct button."

Michelangelo "You mean, you could have blown that gizmo up all along?"

Donatello "If you were so worried about it falling into the wrong hands, why didn't you?"

Melish "Hey, that thing's worth plenty big bucks to the right customer. But if it fell into the wrong hands, I wouldn't get nothing."

Raphael "So you put us through all this, just so you could make a profit?"

[The fighting continues. Leonardo snatches the device out of Melish’s hands.]

Leonardo "Give me that. Heads up, guys."

[He presses the button. Bebop and Rocksteady drop Z.]

Shredder "Get to the portal, quick!"

[They hop through the portal just as Z explodes.]

Stockman "Oh, I'll get you for this!"

[He starts to enter the portal, but hears Z’s voice coming from a circuit board.]

Z "Baxter, old buddy-boy, don't forget me."

[Stockman grabs Z and flies through the portal. On the other end, Shredder and the two mutants return to the Technodrome.]

Shredder "Shut it down. Shut it down."

[The portal shuts down just before Stockman can enter the Technodrome, leaving him in dimensional limbo.]

Stockman "Oh, no! Not again!"

Z "Don't worry, Baxter, old buddy, old pal, at least you still have me. What's left of me, anyway."

[Cut to the Channel 6 building.]

April "Thanks, guys. You saved the station."

Irma "And our lives."

Michelangelo "It's all in a day's work for a fun-loving turtle."

Leonardo "I'd say everything's back to normal here."

Raphael "Yep. Now that we don't have to worry about-- Do you hear what I hear?"

[A buzzing sound is coming from nearby. The turtles draw their weapons.]

Donatello "Oh, no. It couldn't be!"

Leonardo "Don't tell me he got back somehow."

[He pulls open a door. On the other side is Vernon, using an electric razor to shave his face. Vernon is startled and drops the razor.]

Vernon "Oh! No, please. Not again! I've been dragged around by weirdos all day. I can't take this anymore."

[He slams the door shut.]

Michelangelo "Get serious, dude."

Donatello "Gee, Vernon sure is jumpy lately."

Leonardo "I wonder what's gotten into him."

Michelangelo "Oh, the dude's probably overworked. He should take up a hobby."

Raphael "Right. Like insect collecting."

[End Credits]