The Manhattan Project, Part 2
Teenage Mutant Ninja Turtles (2012 TV Series) episode
Season Code: 214
Episode: 40
Guest stars Cam Clarke
Townsend Coleman
Barry Gordon
Original airdate March 14, 2014
Written by John Shirley
Supervising Producer Ant Ward
Producers: MacGregor Middleton
Directed by Alan Wan
Voice Direction Andrea Romano
Supervising Director  Ciro Nieli
Episode chronology
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"The Manhattan Project, Part 1" "Mazes & Mutants"

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

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"The Manhattan Project, Part 2" is the fourteenth episode of the second season of the 2012 TV series, the fortieth episode overall in the series, and is also is part 2 of 2 of the mid-season finale of Season 2. It first aired on March 14th, 2014.


With Splinter captured by Tiger Claw and Karai, it's up to Leonardo, Raphael and Michelangelo to rescue him from Shredder's wrath. Meanwhile, Donatello discovers a way to take out the Kraathatgrogon worms.


Major Characters

Minor Characters


Continuing where the previous episode left off, Karai callously prepares to brutally and remorselessly slay Leonardo once and for all, having heard enough of his "lies", which she flatly rebuffs, but her attack is then blocked by Tiger Claw, who then reminds her that the Shredder desires to eliminate the Turtles by himself. Karai reluctantly agrees and the two then begin approaching a paralyzed Splinter. With his very last ounces of strength, he instructs his sons to flee now. Leo does not want to allow his sensei to be killed, but Raph tells him that they have no choice but to come back for him later on. Tiger Claw then quickly begins to chase them, but Mikey uses a smoke bomb to make their escape. So, both Tiger Claw and Karai then take a completely unconscious Splinter back to Shredder.

Meanwhile, under New York City, Donnie, April and Casey are still frantically running away from the Kraathatrogon. Casey does manage to slow the creature down by using a "paint bomb" to throw into it's mouth and down it's palate (which only distracts it briefly). They then quickly decide to make a change of directions and Donnie then spots a nearby sewer ladder, telling both April and Casey to grab on to his Bo. April is able to jump up and grab on, but, right after she is secured, Casey jumps up and tries to grab onto Donnie’s bo as well, but the Kraathatrogon comes up as well and swallows him whole, before quickly wiggling away! April is very upset that Casey is now gone, and, naturally, so is Donatello...

Back in the Lair, Leo is tending to one of Mikey’s arm injuries. Raph then begins blaming Leo's decision of getting Splinter involved in the situation in the first place. Leo then responds that he had but no choice. With a vehement little 'speech' on behalf of Mikey, he is able to convince all of them that they must rescue Splinter since they are pretty certain that they know the whereabouts of the Shredder’s lair. The three Turtles then steel themselves and gear up to save their sensei.

Meanwhile, Donnie and April are just reaching the surface. April still feels increasingly sad about the loss of Casey, and tells Donnie that those 'Kraang worms' must be stopped at all costs. Of course, Donnie agrees, and says that they must go to the one and only person who knows more about Kraang than anyone, Jack Kurtzman. So, they head over to his apartment and he tells them to come in before they are spotted. They thoroughly explain the grim situation to him. However, as it turns out, Kurtzman already displays a ton of info about the worms and he has already dubbed this little Kraang scheme, "The Manhattan Project."

In the Shredder's lair, Splinter is poisoned lying on the floor. The Shredder then enters the scene, along with Karai. He tells both Bradford and Xever to leave the area just for now. He then immediately approaches Splinter and purposely tries to exacerbate things by telling him that he has become 'a wretched rat-man only waiting to be put out of his misery'. Splinter then retorts that, at least he is not someone who wears a mask and hides the extremely low amount of humanity that he has left. Shredder then says that Splinter is but the one and only reason that he wears his signature helmet. After Splinter proceeds to comment on this as well, Shredder extends one of his gauntlets and prepares to kill his mortal enemy yet again.

However, Karai yells out, choosing to halt his terrible action (just when the blade is just at the back of Splinter's nape). The Shredder then asks why she would dare to try and stop him. Karai replies that executing a sworn-enemy while the latter is poisoned and chained is just dishonorable. She then recommends allowing Splinter to die with just the slightest bit of honor and in some sort of a combat situation, plausibly. Tiger Claw also ends up siding with Karai on this one. Thus, The Shredder offers Splinter but one last chance to inhale & exhale before fighting with him. Splinter then asks Karai why she helped him out. She responds by ranting that he might have just looked to be so pathetic. He then mentions how Karai has a spirit that is very similar to her mother's, much to the teen girl's ire. After Karai harshly berates and rants that he destroyed all of their lives, Splinter vaguely says that it was Oroku Saki's doing, before passing out once again. Karai ruthlessly disregards this before storming out.

Meanwhile, Kurtzman tells April and Donnie that he hasn't the slightest clue of how to stop the colossal worms, but he does know that the Kraang sometimes climb onto their backs and ride them around by pulling their antennas every so often. Donnie then comes up with a plausible, yet strange idea: Salt, but before April can ask what he is apparently implying, she receives a call from Casey, who reveals that he is inside the worm's revolting digestive tract, but he is still unharmed, nevertheless...April then promises that they will be at his aid shortly....

Meanwhile, Leo is climbing up a side of the Foot-Headquarter building with some spikes that can be attached to one's hands. After easily destroying a few Foot-Bots on guard, he successfully makes his way into the building and does several jumps until he has reached the walkway down below, where he intends to rescue his sensei. However, the throne room is then lit up with dozens of orange lights at the sidelines (that were also seen in the first and second episode of "Showdown") and the Shredder then appears from behind his throne. Just when Leo is about to pull out his two weapons, Tiger Claw (along with the two other Mutants and Baxter) appears out of nowhere and grabs his two arms, before pinning him down. The Shredder then asks where the other three Turtles are, but Tiger Claw, using his very keen sense of smell, then claims that they are not currently in the area. The Shredder then removes his own cape, easily breaks Splinter's bindings, and instructs Leo to watch in complete horror and fear as the retribution regarding Splinter is finally carried out to the very end. Despite being drowsy, Splinter is actually able to dodge most of Shredder's attacks knock Shredder in the frozen water. When yet another earthquake occurs, catching the Shredder off-guard. Not only that, but our heroes then enter afterwards, armed with some handy fire crackers, which they actually use to distract all of the villains and rapidly escape with their sensei. However, the Shredder then tells his four henchmen to go after the Turtles, no matter what the expense.

Meanwhile, April and Donnie quickly find their way back underground and Donnie begins to use his staff to bang on one of the railroad tracks, creating a vibration to hopefully attract the worm. The plan actually works and the worm soon arrives. Donnie then asks April to take out a bag with cans filled with salt inside of them. April asks why he is planning on using salt, and Donnie explains that salt's ionic strength can actually seep into the worm's system (and blood cells) and slow it down quite a bit. April then throws a can of salt right near Donnie and he responds by hitting it with his staff, causing the can to fly right at the worm's face and it hits it's mark. This process is repeated again and again and again, until, finally, the worm is stopped and spits out Casey. He and April then share a reunion. However, problems are long from over, as the nearby Kraang still have the absolutely ginormous Kraathatrogon in their possession and could simply release it at any given time.

Meanwhile, the other Turtles are still escaping with their sensei. However, they are quickly followed by Fishface, Rahzar, Tiger Claw, and Karai yet again. Splinter says that he must need some rest in a secluded place and to meditate, so the nonlethal poison can wear off. The others then decide to keep a look out for the villains, but realize that they are already there. Just when Tiger Claw is about to finish off Leonardo for good, Splinter steps in with a lot of bravery, grabs the Mutant by the arm and then drops him to the ground. The Turtles are very happy to see their master back in action, but, on the downside, the team is then forced to face off against the multiple villains.

Back with Casey, April, and Donnie, Donnie plans on trying to reverse the polarity of the Portal located in the large room, while both April and Casey successfully pose as distractions. While Donnie pries open the perplexing piece of Technology, April comes up with a good idea: Climbing on the back of one of the worms and guiding it around by tugging on it's two antenna, as Kurtzman had remarked. This actually works, and, after having it destroy a few Kraang, she then orders the worm to go right up to the surface (exactly where our heroes are engaged in yet another large battle). Meanwhile the Splinter and the Turtles fight the villains. Splinter easily defeats Tiger Claw again. But another earthquake ends up causing Karai to trip and fall over the edge of the building that they're on (though she survives by saving herself somehow) and Splinter wants to save her, but it fails, due to Tiger Claw tripping him by stomping on his tail. Leonardo then knocks Tiger Claw off the building. The worm (along with both April and Casey on it) than immediately emerge by bursting right through a nearby manhole. Everyone is quite shocked to see this, but Tiger Claw is still quite intent on eliminating his enemies. After being knocked out of the battle very briefly, Tiger Claw jumps right back in. Splinter then brutally knocks Tiger Claw directly into the mouth of the Kraathatrogon, partially due to a presumed jetpack malfunction. Elsewhere, Donnie has actually and finally managed to reverse the Portal's polarity and everything (including the worm, April, and Casey) start flying towards it and into the portal, which has huge suction energy. Holding on to a pillar and the wiring with one hand, Donnie extends his bo staff with his other arm, which April and Casey grab on to for dear life. However, after the worm completely goes through, Donnie shuts it down at the last second by pulling the wires out and both Casey and April are saved, miraculously. Because of his heroic actions, Donnie is commended by both Casey and April (especially Casey, who gives Donnie his approval). With order restored, the trio make their way to the surface and regroup with Splinter, Leo, Raph and Mikey.

The following day, on the rooftop during sunrise, all of the team members quickly regroup and Splinter commends all of his sons on their courage in the face of battle (while the police are shown far down below investigating the giant hole in the ground). Leo shares a moment with Splinter, and the two commend each other. Everyone is relieved and glad that they succeeded in their very own right this time around. Raph then wonders about Karai, while April still cannot believe that she is Splinter's very daughter. Splinter voices his belief that, hopefully and maybe one day, Karai may indeed accept the truth, but that decision is her's to make, and her's alone.

Oblivious to all of them, Karai is secretly hiding behind another billboard nearby. She overhears everything said by them, and (based on her facial expressions), she is initially resentful towards them, but soon becomes intrigued by their conversation: Not only does she find herself in a difficult dilemma, but she also finally (and genuinely) seems to start doubting her loyalty to Shredder, as well as curiously questioning her vindictively vengeful attitude towards Splinter and the Turtles before she slips away. Despite not being able to convince Karai and get her on their side for a change, the team nonetheless gladly celebrates their victory and makes their way back to the lair for some pizza, while Mikey is prompted to curiously ask where that giant worm could have gone...

The scene then quickly switches to the world of the 1987 series, where the Turtles there are up on a rooftop, each having a slice of Pizza. Just then, a portal appears and the very Kraathatrogon emerges in the middle of the street, causing the people to panic as the worm tries to go after every single one of them. All of the Turtles observe this, thinking that the pesky Shredder and Krang must be behind this. They then vow to take down the worm and then get yet another well-deserved Pizza. They then jump into action with their famous and classic catchphrase: COWABUNGA!!!!


  • Like "Part 1", the name used in television listings for this episode, as well as on, is "Wormquake!".
  • Kirby O'Neil's mutated form appears on a tabloid newspaper that April reads at Kurtzman's apartment, spoofing the Weekly World News tabloid and its most popular character, Bat Boy. On the back of the paper is a human Chris Bradford advertising "organic goat curds".
  • The scene where Tiger Claw was knocked into the worms mouth is a reference to a scene in Star Wars Episode VI: Return of the Jedi where Boba Fett's jetpack malfunctions and is launched into the Great Pit of Carkoon where he was eaten by a Sarlacc.
  • Unlike Turtles Forever, which gave the 1987 counterparts different voice actors, the original voice actors for the counterparts (Paulsen excluded) returned to provide their voices.
  • Fishface uses his new giant balisong for the first time, which is similar to the one that comes with his action figure.
  • From the '80s Turtles' point-of-view, the ending takes place after "Trans-Dimensional Turtles".


  • In "Part I" when Donatello, Casey and April are running away from the Kraang, Casey leaves his baseball bat behind blocking the door, but in part II the bat is back in Casey's holster when he gets eaten by the Kraathatrogon.
  • During the fight between Splinter and Shredder, Baxter Stockman isn't wearing his Mutagen collar.
  • Leo's voice sounds different when he grunts while fighting Karai and Tiger Claw.
  • There is an error in the credits to this episode. Townsend Coleman is credited as '80s Donatello, while Barry Gordon is credited as '80s Michelangelo. The credits should read vice versa with Barry Gordon as '80s Donatello and Townsend Coleman as '80s Michelangelo.



The Manhattan Project/Transcript


Raphael: This is YOUR fault, Leo! If you hadn't called Splinter, we wouldn't be in this mess!

Leonardo: I didn't have a choice, Raph. It was him or Mikey. I thought… I thought Sensei would take care of him…

Raphael: Well you thought wrong.

Michelangelo: We know where they took him… Shredder's lair. We do this for SPLINTER. There comes a time, brothers, when history is forged like… melted cheese. It sticks together as… one! But is still soft and squishy in the middle.

-Leo and Raph stare at him-

Michelangelo: ARE YOU WITH ME?

Raphael: Lamest speech ever. But, I'm with you.

Leonardo: Let's do this!

Shredder: Hamato Yoshi. So, you have come to THIS. A wretched rat-man waiting to be put out of his misery.

Splinter: At least I do not wear a mask… hiding what little humanity I have left.

Shredder: It is because of YOU that I wear this mask!

Splinter: All these years… you continue to deceive yourself. And everyone around you.

Shredder: -unsheathes his gauntlet blades- You dare… Now it ends!

Karai: No, father!

Shredder: YOU would stop me?!

Karai: You'd kill your greatest enemy while he's poisoned and chained? What about honor? Everything you taught me!

Tiger Claw: The girl is right, Master Shredder.

Shredder: Hm… Very well. Gather the Foot. I will offer Hamato Yoshi one last fight.

-Shredder and Tiger Claw exit the hall-

Splinter: Why… did you help me?

Karai: I don't know… Maybe because you looked so pathetic.

Splinter: You have your mother's spirit… So fierce, and yet, so scared.

Karai: Never speak of my mother again! You ruined my family. You ruined all of our lives!

Splinter: No… It was Oroku Saki… Oroku… Saki…

Donatello: So these worms are only children? How big are the adults?

Kurtzman: "Huge! Some are hundreds of feet long. The Kraang have been importing these worms from Dimension X to suck out their mutagen. It's kind of like milking a giant cow.

April: "Ok, ok... we get it. Thanks. So how do we stop them?

Kurtzman: "No clue how to stop them, but I know the Kraang ride these puppies. You see these antennae on its head? They pull them like the reins on a horse.

April: Gross!

April: Hold on a sec… -checks phone- I-it's Casey! -answers phone- Casey?

Casey: Uh, hey April… So I'm kind of, uh… trapped… inside this giant worm thing. It's cool… I'm-I'm alive, and stuff.

April: You're INSIDE THE WORM? Do you get a signal in there?

–April really knows where her priorities lie

"Watch, turtle, for it will be the last fight you ever see. The destruction of your master, Hamato Yoshi."
— Shredder

"Aw, YEAH! Rescue time!"
— Michelangelo

April: Salt?!

Donatello: Salt's ionic strength can burn through a worm's neurosectory cells. It's like acid!

April: Yeah, but… SALT?

"Anybody have any hand sanitizer?"
— Donatello

Casey: April!

April: Casey!

-April hugs Casey-

Donatello: I hate to break up the reunion, but we have big, huge, GIANT PROBLEMS!

Tiger Claw: I smell the reptiles.

Karai: If they escape, Shredder'll have ALL your hides.

Rahzar: And what about yours, Karai?

Raphael: Fancy new weapon, Fishface. Let's see you use it!

Fishface: I'm going to chop you into chunks, and feed you to my grania!

"Your skills are NOTHING compared to mine. You are still just a cub!"
— Tiger Claw fights Leonardo

Casey: Yo! Alien freak-jobs!

Kraang-droid: It is humans known as 'humans'.

"Karai, I don't wanna fight you anymore! I'm not your enemy!"
— Leonardo

"To the surface, wormy!"
— April

April: You did it, Donnie! You saved the city!

Casey: I'm gonna take back everything I said about you, Donnie. You rule.

Raphael: So the earthquakes were made by giant worms living under the sewers? That sounds worse than giant cockroaches!

Michelangelo: Well, I'm stoked you guys are back. C'mere! -hugs Casey, April and Donnie-

Donatello: We're glad to be back, trust me.

Leonardo: You did it, Sensei.

Splinter: With the help of my brave sons, yes, we all did it.

Raphael: What about Karai?

April: I still can't believe that evil witch is your daughter. Um… Sorry to be so honest.

Splinter: Perhaps one day she will believe the truth. But that is her decision.

-Karai overhears behind the billboard and begins to question herself-

Splinter: For now, we celebrate.

Michelangelo: Yeah! Time for some Antonio's! So… where do you think that Kraang worm went, anyway?

80s Leonardo: “Hey, do you guys see that?”

80s Michelangelo: “Whoa, dudes. A giant freaky worm! Totally mondo-bizzaro!”

80s Donatello: “I bet that pesky Shredder and Krang are behind this.”

80s Raphael: “You know what that means, right Leonardo?”

80s Leonardo: “We take down the creepy crawler and then we order pizza.”

80s Donatello: “Yes! Turtle Power!”

80s Michelangelo: COWABUNGA!!!

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