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[The episode started in the Hologram room. Leo is in there, talking to Splinter.]
Splinter: Leonardo, what is it that troubles you so, my son?
Leo: Sensei. We've faced defeat before, but we've always managed to fight back and overcome it. This is different. We've got one chance to save the Earth. If we don't get the second piece of the Black Hole Generator, we've lost everything. And it'll be on me.
Splinter: You must not give in to despair. You all must remain diligent to save the Earth.
Leo: But, Sensei, what if we can't?
Splinter: You must hold on to hope. And with that hope, you must lead by example. You are all truly worthy heroes. And no matter what may come, you have all made me very proud.
Leo: Hai, Sensei.
[In the control room.]
April: So, um, where's Leo? Or should I guess?
Donnie: He's in the holo-room, talking to the simulator again.
Raph: Maybe it's not healthy talking to a hologram of Splinter all the time. I mean, I miss him too, but-
Mikey: Leo just needs him right now more than ever. He'll be okay.
Fugitoid: In a way, he is talking to the real Splinter, at least your memories of him. The simulator is psychic, and can respond. It's..
Raph: Not the same thing, Fugitoid!
[Leo arrives]
Casey: Hey, how's it going, Leo buddy? Everything cool?
Fugitoid: Leonardo, you've arrived just in time!
Leo: For what?
Fugitoid: My friends I present to you The Cosmic Ocean of Varuna.
[Everyone was amazed by the vast colorful galaxy.]
April: [amazed] It's so beautiful.
Fugitoid: A vast interstellar liquid nebula in a region of space unlike any other in the universe. Here, within its depths, lies the second fragment of the Black Hole Generator.
Leo: So what are we waiting for? Let's do this!
[They head to the planet. Unknown to them, Armaggon is following them.]
Armaggon: Time to get me some Turtle revenge and nab me that piece of Black Hole Generator. This gonna be fun!
[Theme song]
Fugitoid: Here we are. Do keep in mind that I have no idea whether our computer systems will work or if we can even survive once we enter the nebula. Here we go!
Raph: Wait a second!
Leo: Hold up, Fugitoid!
Fugitoid: Everyone, hold on!
[Their group has arrived at the nebula. Everyone was amazed to sea reefs.]
Fugitoid: Varuna is the home of the Daagon, ancient beings and allies of the Utrom, who have been entrusted to protect the second Black Hole Generator fragment.
Raph: Let's hope they did a better job than the Aeons.
Donnie: Wow! A complete ecological system bigger than any ocean on any world!
Raph: Look out for that crazy electric seaweed!
Fugitoid: No need to fret. I'll have us through in two minutes and twenty seconds!
[They look and see sea monster creatures.]
Leo: Fugitoid, I know the Daagon are the Utrom's allies, but can we really count on them to help us?
[The scen cuts to the turtles and Fugitoid on the ship.]
Fugitoid: The Daagon are an ancient, noble, honorable amphibian race. So I hope so?
[The creatures surrounding them. as they went outside.]
Leo: Uh, greetings! We would like to talk to you about..
[The creature roared and pinned them down.]
Mikey: Whoa-ho-ho! Back off, mer-dudes!
[Leo and Fugitoid backed away until the whtie robot held up an orb.]
Fugitoid: Stop, my Daagon friends! This is the sigil of the Utrom!
[The Daagons stop and bow. A while later, they were taken to their village as they ride on the sea monsters. They arrive at the main castle to meet the queen, a beautiful white alien female. Taking off their helmets the turtles, April, Casey and Fugitoid head to the throne room.]
Queen Hidrala: Who enters the realm seeking audience with Hiidrala, Supreme Ruler of the Daagon?
[the others bow]
Leo: Uh... Greetings, Supreme Ruler! My name is Leonardo. And these are my companions.
Mikey: What up? [Raph punches him] Ow!
Fugitoid: We come bearing the sigil of the Utrom! We seek the fragment of the Black Hole Generator that you have in your possession.
Hidrala: You may rise.
April: Thank you, your Majesty.
Hidrala: The Utrom entrusted the fragment to me, giving Hiidrala ultimate say over it. Are you truly worthy to claim a device of such devastating power? Who among you is leader?
[Leo steps in]
Hidrala: You? You are a mere child. How are you worthy?
Leo: We may be young, but we've fought huge battles, saved whole planets, and on top of everything else, we saw the destruction of our world!
Donnie: We've been given a second chance to save Earth. We're gonna destroy the Black Hole Generator.
Hidrala: Ha! It cannot be destroyed! Why do you think it was hidden away?
Leo: If you keep it, the Triceratons will find it. They'll tear your kingdom apart to get it.
Hidrala: If you desire the fragment, you must face Cthugga, an ancient beast that obeys only me. If you are indeed worthy, it will sense this and let you take it freely. If you are not, it will devour you whole.
Mikey:[quietly] As long as we're swallowed whole and not chomped to pieces, I think we're cool, dudes.
Casey: Huh. Been there, done that.
Raph: We can take this Cthugga.
Donnie: Let's do this!
[Later, the Ulxies flew through the cosmic ocean.]
Fugitoid: Understand me when I say Cthugga is one of the six cosmic monsters you do not want to mess with!
MIkey: Man, I wonder what the monster's gonna look like? Hmm. No. Probably not. Yep, that's it! Gotta be the one! Mikey, you're so good.
Leo: What do you guys suppose it means to be truly worthy?
April: We all have good, noble hearts. That has to count for something.
[Something hit the ship, throwing them to the floor as an alarm went off.]
Raph: What hit us?
Donnie: It's ramming us again! Brace yourselves!
[They yelped and saw a familiar face.]
MIkey: Oh, no! Armaggon!
Casey: Yes! He's like my favorite bad guy ever!
Donnie: The hull's been breached!
Leo: Arming defensive systems now.
[They begin to fire the lasers as Armaggon charges.]
Mikey: He's too fast, dudes!
[Missles launched, causing the leaks to break through the walls of the ship.]
Fugitoid: Oh, my! We're beginning to take on liquid. Activating the forward drain!
[Armaggon charged in and attacks Leo. He slammed into the wall and fell.]
Mikey: Leo!
[The shark alien pins him down.]
Armaggon: Well, well, well. What do we have here? Looks like the whole entree!
[Leo opened his eyes as Armaggon lifted him up.]
Armaggon: One more step, and I chomp this chump's head clean off! All right, kiddies, put your little weapons down on the ground now!
[Everyone dropped their weapons.]
Armaggon: I've been spying on you Turtles a long time, and ol' Armaggon knows what you're up to.
Raph: What are you talking about, Finhead?
Armaggon: I know you got the first piece of the Black Hole Generator. And now you're gonna get me the second piece. [pins Leo down] Is that a great plan or what?
Fugitoid: Oh, bleep.
[He activates his communicator]
Armaggon: Well, Dregg, not only did I get me some Turtles; I got the first piece of your Black Hole toy!
Dregg: Excellent work, Armaggon. You've most certainly redeemed yourself for all of your past screw-ups.
Armaggon: You know what? I'm quadrupling my fee.
Dregg: You arrogant-
[Armaggon cuts him off.]
Mikey: Aww, snap. It cracks me up when the bad guys bust on each other.
Casey: Totally.
April: Not the time.
Armaggon: All right, get this hunk a junk moving.
[Raph groans.]
Raph: Stupid bossy shark.
[They begin to move toward an asteroid belt.]
Donnie: Fascinating! An entire planetesimal system in the depths of an oceanic nebula.
Fugitoid: The wonders of the universe never cease.
Armaggon: Will you two nerds shut up already?
Fugitoid: We're here. The Cave of Cthugga.
Leo: Armaggon, the only way we can get the piece is to prove we're worthy.
Donnie: Yeah, and with you on the ship and holding Leo hostage, I'd say we now fall into the definitely-not-worthy-to-face-Cthugga category.
Armaggon: I'm the one calling the shots here. So move!
[They enter the cave. Once inside, they scan around with the light.]
April: I'm sensing a huge, powerful presence inside. Getting closer. Closer.
[They look and see something move. Coming out was a massive whale like monster, everyone screamed.]
Fugitoid: Now would be the time to retreat!
[They begin to fly away.]
Mikey: Well, at least we know we're not worthy!
Raph: You wanna survive this? You gotta let my brother go!
[Leo is released]
Leo: Fugitoid, we need more speed!
Fugitoid: I'm giving it all she's got, Captain! Sorry, I couldn't resist.
[They escape as the whale monster chased after the ship,]
Raph: Oh. I'm gonna be seasick.
[He vomits much to Arrmagon's disgust.]
Donnie: The ship's gonna be torn apart!
[They scream but in the last second, the sea beast crashes into an asteroid. Roaring in pain, it searched around for the Ulixes. It leaves.]
April: It's gone.
Armaggon: What a rush, eh, Turtles? Really got my heart goin'!
[He gets electrocuted by the Daagons.]
Daagon Captian: Take him to the dungeon!
Mikey: Busted!
Raph: Looks like it's off to aquarium jail!
Donnie: Thanks, Captain. Hey, wait. How did you know we were in trouble?
Fugitoid: As soon as Armaggon hijacked the Ulixes, I secretly sent out an S. O. S. knowing that the honorable Daagon would come to our aid.
Raph: Leo, ya can't blame yourself.
Leo: There's no way Hiidrala will think we're worthy now! You can kiss that piece of the Black Hole Generator good-bye.
[Back at the palace.]
Hidrala: I will not allow criminal scum to desecrate my ocean paradise. You will pay for your crimes, Armaggon! And you… You have all failed. You could not even stop this vile thief, much less pass the test.
Casey: That ain't fair!
Leo: Please, Supreme Ruler, give us another chance.
[Armaggon laughed.]
Hildrala: Insolent fool! Explain to me what it is you find so funny!
Armaggon: I'm laughing because Reinforcements are here.
[Dregg and his team arrived, having defeated the Daagons.]
Donnie: Oh no. Lord Dregg.
Dregg: Hiidrala! You have something I desire. And I intend to take it. Hand over the Black Hole Generator piece, or I'll start filleting you one by one!
Hildrala: Lord Dregg. I know who you are: lowlife gangster and wretched fiend!
Dregg: I am ruler of Sectoid 1! My consumption knows no end! You will give me what I desire, or I and my children shall feast upon you all!
Hidrala: You will have to face me first, bug.
Leo: You're gonna have to go through us, too!
Dregg: So be it! Vreen! Attack!
[The Vreen attack.]
Leo: Take 'em down!
Hildrala: Daagon, to battle!
[The Daagon and turtles begin to battle the Vreen. One of the spider claws free Armaggon from his chains,]
Armaggon: Payback time, you puny half-shells!
Raph: Shut your jaws or I'll shut 'em for ya!
Mikey: Yeah, you heard him, Arma-goon! Bring it!
[They dash at the shark. Armaggon caught a hold of their weapons and threw Mikey in the air. He opened his mouth and started to bite Mikey.]
Mikey: Dudes! He's snacking on me!
[Casey whacks afew Vreen as April shoots her blaster at the insects. Hidrala defended her self grabbing teh vreen with her tentacles. Donnie charges toward Dregg, who knocks him out with a few hits.]
Leo: Donnie!
[Leo tries to attack but the bug king punched Leo. Dregg then started to charge at Hidrala]
Hidrala: Insolent insect!
[She used her tentacles at him to electrocute Armaggon.]
Dregg: You will pay for that!
[His spider claws cover her.]
Dregg: Now it ends!
Leo: No!
[He gets up and starts to go after Dregg, he gets hit in the explosion. Angrily, Hidrala shrieks, causing a loud massive roar. Then a low rumble is heard. The sea monsters bow as the mighty sea beast arrives. it grabbed Armaggon that released Mikey.]
Raph: Mikey!
[Then it grabbed Dregg.]
Armaggon: Let us go, ya freak!
[The monster then swallows them up, and leaves.]
Casey: Aww, yeah. That was awesome! Whoa! [The Vreen begin to leave] What the heck?
April: They just stopped fighting?
Donnie: The Vreen are a hive mind. They can't function autonomously. They need Dregg.
[Hidrala helps Leo]
Hidrala: How are you, Leonardo?
Leo: A little shell-shocked. Ugh But I'm okay. Are you hurt, ma'am?
Hidrala: I am unharmed thanks to you. You all fought to protect our kingdom. For that you have our deepest gratitude, especially mine. Leonardo, your actions validate the truth of your words. The second fragment of the Black Hole Generator is yours.
Leo: Supreme Ruler, I don't understand.
Hidrala: The Guardian was only a test. I have kept the second fragment contained in the palace vaults ever since the Utrom entrusted us with its safety. And now I entrust it to you. If you claim you can destroy this infernal machine, then the Daagon honor you.
Leo: Thank you, Your Majesty.
Donnie: All systems are fully functional.
Mikey: Thanks for the repairs, mer-dudes! Keep it real up in the field, yo!
Casey: Two fragments down. One to go!
Leo: So, Professor, can you really destroy the Generator fragments?
Fugitoid: That's the plan. I just need to figure out how to do it. Heh.
April: That was one of the most beautiful places I've ever seen. I'm actually gonna miss it.
Raph: Well, I'm not gonna miss Bughead and Shark-Mouth. That's for sure.
[Unaware that Raph’s words aren’t coming true, Armaggon and Dregg had escaped from Cthugga’s mouth.]
Dregg: Vengeance will be mine!