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This is a transcript for The Freaks Come Out at Night, the eleventh episode of season 6 of TMNT (2003 series).

The episode begins with a pan down into Chelsea Chasm to Sh'Okanabo's starship.
Sh'Okanabo The day of awakening approaches. [Cut to interior.] The gene seeds of our race are matured. [He cracks a gene seed onto a pigeon inside a cage. The purple Kanabo ooze seeps into the pigeon’s skin.] Already they have begun to adapt and thrive inside these simple Earth creatures, consuming them from within.
The pigeon’s eyes glow red, then purple tentacles shoot out to surround and encase the pigeon in a purple cocoon. The pigeon drops onto its back and a second later the cocoon cracks. A mutated pigeon comes forth, with blue and purple feathers, back spikes, and red eyes.
Viral So shall we begin global dispersal of the gene seeds, Dread Lord?
Sh’Okanabo Not yet, Viral. First we must conduct an experimental wave of mutation. [He cracks open the mutated pigeon’s cage.] A field test of sorts, [The mutated pigeon flies out of the ship and up to the surface.] …to acclimate the spawn to this planet’s environment and determine their ability to spread the seed to humans.
The mutated pigeon flies across the city to “Original Famous Jays” hot dog stand. Customers are seated at tables and booths and the pigeon flies over them to land on the counter. Seated at a nearby table are the turtles, Splinter, and Cody.

{Opening sequence; title song}

Closeup on the interior of Jays and then pan to the turtles’ table. Michelangelo is holding a hot dog and waving the scent towards his face.
Michelangelo Ahh. That’s it. First allow the bouquet to wash over you then…. [He stuffs a large bite of the hot dog into his mouth.] Um.
Cody tries to emulate him, but has to slow down because he can’t take quite a big of a bite.
Leonardo No crash course in twenty-first century cuisine is complete without a hot dog from Original Famous Jays.
Raphael finishes off his hot dog.
Raphael Um. I can’t believe my taste buds. These dogs taste just like the Jays from our time.
Donatello That’s because they cloned the original Jay.
They all turn and wave at the proprietor, who is standing behind the counter. Jay hears a squawk and looks over to see the mutated pigeon on his counter. Purple ooze is dripping from its body onto the countertop. The pigeon walks along the countertop. Jay comes out from behind the counter with a broom and goes after the pigeon.
Original Jay Huh? Filthy creature! Get out of my place and don’t come back. [He swats at the pigeon with the broom.] Go on, beat it you flying pest! This is a dog joint not a bird cage!
Leonardo Still friendly as ever.
Cody picks up another hot dog and belches.
Cody Jones What exactly do they put in these things?
Splinter Some things are better left a mystery.
Unseen by Jay, the purple ooze on the counter drips down onto the hot dogs. The turtles, Splinter and Cody walk out of Jays.
Michelangelo I couldn’t eat another bite. Well, maybe just one, with everything. You guys go ahead, I’ll grab a cab home.
Cody Where does he put it all?
Raphael He’s got lots of empty space up here.
He points at his head. Inside, Jay places a purple ooze infected hot dog into a to-go bag for Michelangelo.
Michelangelo Thanks, Jay. I’m saving this one till I get home. [He hums as he leaves the restaurant.] Okay, maybe just one bite for the road. [He lifts the hot dog towards his mouth, but catches his wrist with the other hand.] No, must resist urge. But, hot dog calling me. Tantalizing me. [He takes a bite, chews, and frowns.] Something’s not right. [He looks at the hot dog.] This dog has… relish! I didn’t order relish, [He finishes off the hot dog.] but I love relish. Lucky me.
He walks past an alley and Sh’Okanabo slides out of the shadows to watch him.
Sh’Okanabo Lucky indeed. This should prove extremely informative.
Cut to Cody Jones’ penthouse. Master Splinter is meditating in the living room. Cody belches as he enters the living room with Serling and all but Michelangelo.
Cody Hey, you’re right. I can still taste my hot dog.
Donatello belches.
Donatello Isn’t it great?
Raphael belches.
Raphael The gift that keeps on giving.
Serling addresses Splinter.
Serling Someday you must show me how to manage to tune them out.
Splinter My meditation grants me serenity, but earplugs don’t hurt either.
Leonardo belches.
Leonardo Too bad Mikey’s missing out on his favorite pastime.
A loud, reverberating belch shakes the penthouse and Serling rushes to prevent a vase from falling.
Serling What was that? An earthquake, a hurricane, a tornado?
Donatello Just the turtle with the gift of gas, the baron of belches, the earl of eructation…Michelangelo!
His brothers and Cody all cheer and clap as Michelangelo stumbles into the penthouse.
Raphael You are the turtle!
Leonardo What’s this? Mikey not basking in attention?
Raphael Yeah, knock off the zombie act.
Michelangelo runs into the vase stand and Serling rushes to catch the vase.
Cody Guys, I’m not so sure it’s an act.
Michelangelo grabs his stomach, groans, and collapses next to Splinter.
Splinter Michelangelo!
Michelangelo lifts his head. His eyes are glowing red.
Cody Maybe he ate too many hot dogs.
Michelangelo stands up, turns, and shoves past Serling and Raphael to run to the kitchen. The others follow to see Michelangelo with the refrigerator open and the turtle chowing down on everything he can grab.
Leonardo Or maybe he didn’t eat enough.
Raphael Mikey’s eating vegetables? Now I know something’s up with him.
Donatello walks over and places his hand on Michelangelo’s forehead.
Donatello You feeling okay, bro’?
Michelangelo backhands him and Donatello flies across the kitchen before crashing hard against the wall. Splinter and the other two turtles close in on Michelangelo.
Leonardo Mikey, what are you doing?
Splinter Michelangelo!
Raphael Bro’!
Michelangelo struggles as they try to hold him. Cody activates something on his wrist computer. Michelangelo throws everyone off of him. Raphael crashes into and breaks the table, Leonardo hits and breaks the couch, and Splinter lands on the floor. Michelangelo shoves Serling, who drops the vase. The door at the end of the room opens and a bot holding a tray flies into the room and over to Cody. The boy takes an object from the tray and holds it behind his back as he moves towards Michelangelo. Serling stands over the broken vase.
Serling Why do I even bother?
Cody Take it easy, Mikey. [He whips out a hypodermic and jabs Michelangelo’s arm.] This is just something to help you sleep before you cause too much damage.
Michelangelo stumbles back, breaking off a piece of the counter and knocking over objects before collapsing.
Leonardo Or in this case, after you cause too much damage.
Night has fallen. Michelangelo is strapped down to a medical bed inside Cody’s lab.
Cody We’ve run a full bio-diagnostic on him, but these readings don’t make any sense.
Donatello His DNA seems to have developed some sort of photochemical mutagenic properties.
Raphael In English, Einstein.
Donatello It eats light.
Cody More like his DNA is reacting to light, breaking down his molecular structure, and reconfiguring it.
Leonardo leans over Michelangelo.
Leonardo He certainly looks normal enough. I mean for Mikey. [Michelangelo suddenly spews purple gunk all over Leonardo.] Argh! Gross! [The ooze absorbs into his body.] That was weird. Where’d all the goop go?
Cody looks at the readouts.
Cody Something’s happening. A spike of mitochondrial energy. These readings are off the charts.
Purple tentacles shoot out of Michelangelo’s body and form a cocoon around the turtle.
Raphael Uh, I ain’t no brainiac, but I’m guessing maybe it’s got something to do with that!
Everyone gasps as they watch the cocoon disappear to reveal a fully mutated Michelangelo, whose body is now purple, is covered in spikes, and has red eyes. He breaks free from the straps, sits up and growls. His mouth is now full of long, sharp teeth.
Donatello Mikey? [He moves slowly towards his brother.] Everybody stay back. [Michelangelo punches him across the room.] Yeah, this is a safe distance.
Leonardo What’s happening to him?
Michelangelo hops off the table and to the lab entrance.
Cody Some kind of mutation, definitely alien, but not like anything I’ve ever seen.
Serling walks towards the lab from the corridor.
Serling Well, it took three hours, but the kitchen is finally clean.
Michelangelo grabs him and pitches Serling across the room. Cody runs to his Turtle X mecha and hops inside.
Cody Turtle X activate! Goongala!
Cody, inside Turtle X, blocks the lab exit along with Michelangelo’s brothers, who pull their weapons.
Turtles It’s ninja time!
Splinter jumps in front of them.
Splinter Wait! Restrain him, but do not harm him. He is your brother.
Michelangelo charges at the group and shoves them all aside to flee the lab.
Raphael Tell him that.
The group chases after Michelangelo.
Serling Right then. I’ll just stay behind and clean up this mess. [Sparks appear on his arms and head. He plops down on the floor.] Starting with me.
Michelangelo bounds across the living room on all fours and then crashes through one of the picture windows.
Donatello We’ll have to track him with the Hovershell. Come on!
Michelangelo crawls down the outer wall of the apartment building, leaving behind a trail of purple goop. The Hovershell zooms around just as he leaps down to a ledge and then on top of a train. The Hovershell follows the train.
Cody I’m locked on his DNA signature.
Donatello Good. [He is scanning a goop specimen in a petri dish and brings up the image.] Because if I’m understanding what I’m seeing, that slime he’s trailing is full of those aggressive alien cells.
Raphael Slime meaning the slime that he up chucked all over…. [He turns to look at Leonardo, who has gotten out of his seat to kneel next to the mini-fridge.] Leo?
Leonardo yanks the cover off the mini-fridge and starts stuffing his mouth. His eyes have turned red. His brothers and Splinter get up to stand behind him.
Donatello It’s got to be the slime. It spreads from host to host on contact.
Leonardo grabs onto one end of Donatello’s and starts gnawing on it.
Raphael Talk about your high fiber diets.
Donatello yanks the bō away from him and turns towards the console. Leonardo leaps at him and they tussle.
Donatello Leo, no!
Leonardo’s elbow hits the control that detaches the tread form ground unit from the shell. The ground unit falls, breaking off sections of elevated highway. Inside, everyone is tossed around.
Donatello Way to go, Leo! You sure took the hover out of the Hovershell!
The ground unit plows into a rooftop and drops back onto its treads. The passenger hood pops open and Leonardo leaps out and starts running.
Donatello After him!
Leonardo reaches the edge of the rooftop and jumps off to the alley below. As the others reach the edge, Raphael spots Michelangelo running across rooftops just above them.
Raphael You guys take Leo, me and Cody will jet after Mikey.
Turtle X picks up Raphael, engages the jets, and flies off. Splinter and Donatello jump down to chase Leonardo, who has hopped on top of a food cart. The frightened vendor runs away and Leonardo begins chomping down food. Splinter and Donatello walk over to him.
Splinter Leonardo. [He taps his son’s head with his walking stick.] Look at me. I am your sensei and your father. [Leonardo turns to look at him.] I want you to reach deep within and bring up your true chi.
Leonardo opens his mouth and spews purple goop. Donatello grabs Splinter and darts out of the way.
Donatello Look out! He brought up something, but I don’t think it was chi.
Cut to Raphael and Cody, who are flying over rooftops. Below, Michelangelo can be seen running.
Raphael There’s Mikey down there! [Turtle X jets after him.] Faster, Cody, we can’t let him get away!
Michelangelo leaps down from the rooftops and lands in front of Original Famous Jays. He pushes over some tables before hitting the wall and busting through to enter the building. Turtle X lands. Raphael hops down from the top of Turtle X.
Raphael Jay’s hot dogs. Even taken over by alien DNA, there’s some things about Mikey that won’t ever change.
He and Cody pause at the hole in the wall and Cody activates a searchlight on the Turtle X unit. They enter to see that the entire restaurant has been trashed.
Cody Where is everybody?
Raphael Given Mikey’s new found appetite, we might be better off not knowing.
The pair have moved just past the counter when there’s a loud sound and then the floor shakes.
Cody Huh? That came from below.
Raphael reaches down and turns the lock to open the doors on the basement storage area. He and Cody take the stairs down into the basement. The searchlight plays around the space, showing shelves covered in purple goop.
Raphael Definitely not your run-of-the-mill mustard.
Cody Don’t touch it. Whatever that stuff is, it’s already infected Mikey and Leo. [They do not notice they are being watched from the rafters.] If we’re not careful, it could end up infecting a lot more people.
Suddenly a group of infected people, including Michelangelo, drop from the rafters to surround them. They are all Kanabo drones.
Raphael Guess what? I think it already has.
Cody Raph, take cover!
Raphael pulls his sais.
Raphael I can handle ‘em myself!
Cody Not from them! [He pushes on a storage cabinet.] From this!
The cabinet falls on the Kanabo drones as Raphael leaps to safety near the stairs. Blobs of purple goop land around him, and a blob hits the Turtle X glass shield.
Raphael Hope you installed windshield wipers on that thing, kid.
Cody Don’t worry, my armor protects me.
Michelangelo punches through the cabinet.
Raphael Let’s get the shell out of here!
He and Cody run up the stairs. Michelangelo and the other drones break free and chase them. Reaching the top first, Raphael closes the basement doors. Cody picks up a heavy piece of machinery and sets it on top of the doors. There is a pounding sound, then the machine shifts and Michelangelo pries open a section of the door.
Raphael What do we do now?
Cody Already doing it.
Raphael Say what?
Cody Remember what Don said about the alien DNA feeding on light? [He pulls up a computer screen.] Well, I’ve been running computer simulations to see if the right spectral wavelength would slow the mutation effect. Sort of a light poison.
Donatello and Splinter enter through the opening in the wall.
Raphael Yo, Donny! Am I glad to see you, bro’. I need a geek translator fast. [The duo walk right past him directly to a rack of hot dogs. They each grab a handful and start eating. Both of them have red eyes.] Oh, nuts. Leo musta slimed them.
Cody So where is Leo?
There is a loud crunching noise and the room shakes. They turn to see Leonard, who has ripped through a metal portion of the wall.
Raphael You just had to ask, didn’t ya’?
Leonardo moves towards them.
Cody Hang on, I think I found the right wavelength.
He activates the searchlight on Turtle X and points it at Leonardo. For a second Leonardo seems to shrink from the light, but then he laughs and tentacles shoot out of his body to cover him in a cocoon.
Raphael So much for that theory, kid.
Cody There must be some other component that’s triggering the mutation. Maybe another form of radiation.
He starts studying his readings. Leonardo’s cocoon starts to move.
Raphael Well, you better figure it out fast, ‘cause we know what’s coming next. [Leonardo breaks out of the cocoon, having now become a fully formed Kanabo drone. Cody runs at him.] Cody, wait!
Leonardo slashes at Turtle X, knocking it back against Raphael and the machine on top of the basement doors. Michelangelo punches through the doors and he and the other drones run up the stairs and it the restaurant. The Kanabo drones all face off against Raphael and Cody.
Raphael Okay, kid, I’ll take the uglies on the right and you take the uglies on the left. [The Kanabo start coming towards them and then suddenly stop, turn, and kneel.] Was it something I said?
Tentacles slide into the restaurant, accompanied by an evil laugh. They take on the solid shape of Sh’Okanabo.
Raphael I should have guessed your ugly hide was behind this somehow, Sh’Okanabo. Whatever you did to my bro’s, you better change ‘em back, now!
Sh’Okanabo Hah! Insignificant creature, we stand on the brink of a new age for your planet. [The Kanabo drones gather in front of him.] Gaze at your future, for soon you will all join the ranks of my Kanabo drones. For this is the way of my kind, as it has always been and always shall be.
A flashback begins as Sh’Okanabo tells the story of his race. A spaceship flies towards a planet.
Sh’Okanabo [narrates] The Kanabo roam from planet to planet, infecting host bodies with our DNA. [On an alien planet, the population is infected with Kanabo.] Merging with them; slowly taking them over, until they all become Kanabo themselves in a global day of awakening. [The entire planet becomes overrun by the infection.] And so the infestation spreads until the planet’s resources are sucked dry.
Return to the present.
Sh’Okanabo Tonight’s test of viability proves the host bodies are perfect for consumption. Soon the transformation will be complete, permanent. Then nothing will stop the day of awakening.
Tentacles shoot from Donatello’s and Splinter’s bodies to form cocoons around them. They quickly rip open to be full Kanabo drones.
Raphael Okay, kid, wait for my signal, then we make a break for it. [Cody suddenly activates his jets and zooms over the tops of the Kanabo’s and Sh’Okanabo’s heads. Raphael sighs.] Jumping the gun. Just like your great-grandpa Casey.
Cody crashes through a back wall into a garage, and then through a truck that’s parked there. Raphael runs through the opening in the wall.
Sh’Okanabo Stop him!
Raphael jumps through the hole in the side of the truck and leaps into the driver’s seat. Turtle X is lying on the floor behind him. Raphael activates the ignition and the truck floats up off the garage floor. The Kanabo run into the garage and Donatello leaps at the truck, catching a wheel, but then loses his grip and falls off.
Raphael Don’t worry, I’ll figure a way out of this. [He hears a growl and turns to look behind him.] Cody? Oh, crud. [Turtle X has popped open and Cody, now a Kanabo, crawls out.] Guess they don’t make battle armor the way they used to.
The truck hovers inside the garage and inside the truck, Raphael slams into the back panel. Cody charges at him. On the floor below, sounds of fighting can be heard.
Sh’Okanabo There is nothing the turtle can do to stop me now.
Cody punches Raphael, and he falls back against the truck’s control panel. That sends the truck into reverse and it crashes through the back wall and continues all the way to the outside, where the sun is now shining. The truck starts to rise. Cody has a hand around Raphael’s neck, holding him down, and lifts a clawed hand for a strike. The sun suddenly hits Cody’s body and he releases Raphael, backs away, and groans in pain. He drops to his hands and knees as smoke rises from his body. Soon he has returned to normal, all signs of the infection burned away.
Cody Raph? What-what happened?
Raphael Uh, I ain’t too sure. [He sits in the driver’s seat and takes the controls.] First you went all alien, then it all just turned to dust, soon as we got out into….
They both look up.
Both Sunlight!
Cody Could it be that simple?
Raphael Only one way to find out.
Inside a shaded section of the garage, Sh’Okanabo is surrounded by his drones.
Sh’Okanabo Glorious. You drones will spread the Kanabo gene seed across the planet. Then, the day of awakening will commence.
The truck punches through the outer wall as Raphael drives it back into the garage.
Raphael I got your day of awakening right here!
Cody, once more in Turtle X, crashes through a set of windows.
Sh’Okanabo Stop them!
Leonardo chases after Cody, who lands Turtle X in front of rays of sunlight beaming in through holes in the wall.
Cody You want me? Come and get me!
Leonardo runs into the sunlight and stops, covering his head with his arms. He shouts as smoke rises from his body.
Cody Yes! It’s working!
Leonardo returns to normal.
Leonardo Uh. Cody, what happened? Where are we?
Splinter and Donatello approach them.
Cody Explanations later. Raph, care to shed a little light on this situation?
Raphael backs the truck into the wall, punching a hole in it, before moving forward again. Sunlight streams in and hits Donatello and Splinter. Both of their infections burn off, returning them to normal.
Donatello What’s going on?
Splinter belches.
Splinter And why do I taste raw hot dogs?
Cody Follow my lead!
He zips up towards the ceiling, grabs some boards on the wall, and rips them loose to allow in more sunlight. Leonardo, Donatello and Splinter grin and run to the walls. Donatello kicks out a section of boards.
Donatello Hi~yah!
Splinter shatters another boarded over area and Leonardo slices through another. Sunlight floods the garage and the Kanabo infected people drop to the floor as their infections burn off. They all return to normal.
Sh’Okanabo How is this possible? A complete breakdown of the tumeric symbiosis?
Michelangelo is the last to have his infection burned off. He returns to normal.
Michelangelo Wha..? Huh?
Raphael lands the truck and Turtle X lands next to it as the others run to Michelangelo. Raphael hops out of the truck.
Cody Raph, we did it! We save everyone! Maybe even the whole planet.
Raphael Yeah, and all thanks to the good old sun. Now let’s kick Mr. Prime Specimen where the sun don’t shine.
They turn on Sh’Okanabo.
Sh’Okanabo All my plans and preparations, only to be defeated by mere sunlight? [He stretches his tentacles out to slice into the walls to either side of him.] No one shall know what transpired here today!
He retracks his tentacles and leaps up through the ceiling. The hole he creates widens and stones fall. The building shakes and the walls begin to collapse.
Leonardo Somebody wanna tell me what’s going on?
Raphael Sure thing, right after we get these people the shell out of here!
Turtle X bashes through an outer door so that Splinter and the turtles can help the people out of the building. They just clear the building when it collapses in on itself.
Raphael Well, there goes all the evidence of Sh’Okanabo’s plot.
Cody We know the truth.
Sirens are heard and several Peacekeeper vehicles fly towards them.
Raphael Yeah, but who’s gonna believe it? Come on, let’s go!
The group races away. Cut to Sh’Okanabo’s starship at the bottom of Chelsea Cavern.
Sh’Okanabo This is impossible! The Kanabo have thrived before on countless planets under countless suns.
Viral Not impossible, Dread Lord, merely improbable. [She is manipulating computer controls to bring up a readout of the sun.] Analysis indicates that the unique wavelength of this planet’s solar radiation, focused through its unusually oxygenated atmosphere has a dire effect on the emerging symbiosis. In other words….
Sh’Okanabo All my efforts have been in vain. The Kanabo cannot survive on Earth. [He has a fit and breaks cages.] This place could sustain us for centuries if not for its accursed sun! [He stares at the image of the Earth moving around the sun.] But perhaps that obstacle can be eliminated. Ha ha ha ha!

{Roll end credits}

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