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[Opening sequence and theme song.]


[Episode begins on a rainy night. Water drains into the sewer system, which is where the turtles are.]

Leonardo "Boy, that was some hot tip we received about those stolen explosives."

Michelangelo "Whoa, can you believe that? We followed those dudes for two hours."

Raphael "Yeah, and when we finally managed to sneak a peek in that crate, what was in 'em? Cheese."

Donatello "And Camembert cheese at that. Bleh."

[They enter the lair.]

Splinter "And I fear you will have to keep searching."

Donatello "Let's check the news and see if there have been any developments."

[He turns the television on. April O’Neil is doing an on-site report.]

April "A plan has been implemented to deal with one of the city's biggest problems; rats. Daily trash pickups and stricter food disposal regulations are intended to cut off the food supply of these pests."

[Donatello turns the TV off.]

Donatello "I'm sure they don't mean you, Master."

Splinter "It does not bother me, Donatello. Being a rat enables me to live down here and look after the four of you. Externally, I may be a rodent, but I will always be human inside."

Raphael "Unlike, oh, say, the Rat King?"

Michelangelo "Yeah. That creepazoid looks human, but he's more of a rat than Splinter will ever be."

[Cut to the Rat King’s lair. He is tossing things around.]

Rat King "It's an outrage, I tell you! It's treachery! There's no food anywhere! We rats were destined to rule the world, but how can we do it on an empty stomach?
[He pounds a tall box and a canister falls into his hands.]

What's this, a can of food?
[He opens it. Inside is mutagen.]

No, it's just that green junk.
[He tosses the canister.]

I don't need that. What I need is a new food supply.
"

[One of the rats starts chittering.]

Rat King "What's that you say, Galahad?
[More chittering.]

Yes. That's a good idea. A bigger rat, a stronger rat, could easily get us all the food we need. Oh, say, like Splinter. Last time, I failed to put him under my control with my hypnotic flute. This time, I shall not fail.
"

[He heads out of his lair. Somewhere else in the tunnels, Vernon is searching for a story and Irma is accompanying him, carrying the camera equipment.]

Vernon "Oh... I hate these sewers."

Irma "Then why did you ask for this assignment?"

Vernon "Because I'm going to scoop April O'Neil on this rat story."

Irma "Well, I wouldn't be here if Burne hadn't ordered me to."

Vernon "He knows this is a tricky assignment, and I need an assistant. Besides, I don't want to roam around these sewers alone. Rats scare the dickens out of me."

[The Rat King climbs a ladder and spots a round metal door set into the brick wall.]

Rat King "Splinter and those turtles live around here somewhere. I'm sure of it. Ah. My rat senses are tingling.
[He opens the door and a flood of dirty water and junk hits him. He starts coughing.]

On the other hand, even the Rat King makes mistakes.
"

[The blue glow of a trans-dimensional portal appears nearby and the Rat King backs up to hide behind a barrel.]

Bebop "Geronimo!"

Rocksteady "Ooh, just once, I'd like to land on a nice, soft mattress."

Bebop "Hey, we're in the sewers."

[Rocksteady uses his comlink.]

Rocksteady "Boss, the dimensional portal messed up."

[Shredder and Krang communicate with them from the Technodrome, which is in Dimension X.]

Krang "Shredder, you blew it! Bebop and Rocksteady are supposed to be up on the streets meeting those two thieves who stole the explosives for us."

Shredder "Well, I'll put them to good use as long as they're down there. Listen, you two, when the Technodrome was on Earth, a canister of mutagen was lost in the sewers. Find it. Leave no stone unturned."

Bebop "Well, I guess we'd better start looking.
[He looks under a rock.]

Nope. It ain't under here.
"

Rocksteady "Ooh, start looking someplace sensible.
[He lifts a boulder.]

Nope. It ain't under here, neither.
"

Bebop "Hey, why do you suppose Krang wants that green glop anyway?"

Rat King "Green glop?"

[He continues to eavesdrop on the pair as they search.]

Rocksteady "He probably wants to make some more humans into mutants."

Bebop "You mean like us?"

Rocksteady "Yeah, and like those stinkin' turtles and that rat Splinter."

Bebop "Uh, gee-- I wonder what kind of animals he's gonna use this time."

Rocksteady "What do you mean?"

Bebop "You know that stuff makes you turn into whatever animal you was around."

Rat King "Why, that green stuff isn't food at all. It is the means by which I shall make my own army of giant rats! Now all I need are some humans to mutate."

[In the lair, the turtles discuss the thieves they are after.]

Leonardo "I still don't get it. Why were those crooks sneaking around in the middle of the night with crates of cheese, of all things?"

Michelangelo "I can relate, bud. They probably just wanted a midnight pizza snack with extra mozzarella."

Donatello "I say we go back to that warehouse and check it out again."

Raphael "Couldn't we just check out a good movie instead?"

Donatello "What do you think they're gonna do, just deliver the explosives to our door?
[There is a knock on the door.]

I hate being the straight turtle.
"

[April enters the lair.]

Michelangelo "April! What's happening, dudette?"

April "I'm worried about Vernon and Irma. Have you guys seen any sign of them?"

Raphael "What would they be doing down here?"

April "Burne sent them off on some stupid assignment to cover the rat problem. No one's heard from them all day."

Leonardo "Come on, guys. The missing explosives will have to wait."

[They set off in search of the pair. Meanwhile, Vernon and Irma are still wandering the sewers.]

Vernon "I'm ready to pack it in. All this stomping around the sewers has me tired."

Irma "Yeah. That flashlight must really be getting heavy by now."

Vernon "Besides, I just know that if I see a single rat, I'll scream."

Irma "Okay. Then how about a hundred rats?"

[They see an army of rats running towards them.]

Both "Ohh!"

Vernon "I won't scream. I'll just faint."

[He faints.]

Irma "Vernon! Vern, wake up. We gotta get out of here. Aah!
[The Rat King tosses a bola at her. She is quickly entangled in the rope.]

I know you. You're—
"

Rat King "Yes. The Rat King. And you are my new subjects."

[He ties up the unconscious Vernon.]

Irma "But we're not rats."

Rat King "No. But you will be."

[The Rat King has taken them back to his lair. The pair sit on crates in front of a large machine. Two chutes stick out of the machine, one over each of their heads.]

Vernon "W-What are you going to... do to us?"

Rat King "Your king is about to restore you to your rightful rat-hood.
[He removes the top off the canister. The mutagen changes from green to a reddish color.]

Huh. It wasn't that color before. We rodents are destined to rule the world, and you two shall join us in our glorious triumph!
"

[He dumps the mutagen into one end of the machine. When it pours out onto Irma and Vernon, it is rainbow colored.]

Irma "Oh, yuck, and I just had a perm."

[The pair change into giant rats.]

Vernon "Irma, you're all-- eww--furry! What is this stuff, some kind of hair tonic?"

Rat King "No, it's rat tonic. And you two are now my very own super-rats."

[The turtles and April search the sewers.]

Donatello "Hey, look! Footprints. They're both pretty fresh. And they both end right at this spot!"

Leonardo "We'd better be careful. The Rat King's lair is around here somewhere."

Michelangelo "You don't suppose old cheddar-breath's gotten his claws on Irma and Vernon, do you?"

[They hear the chittering of multiple rats. As they look around, a wall in front of them explodes and rats come flooding out.]

Raphael "Uh, I'd say it was a distinct possibility."

[Cut to the Rat King’s lair.]

Irma "We may look like rats, but that doesn't mean we have to take orders from you."

Rat King "Oh, but I think you will."

[He plays his hypnotic flute.]

Irma "What a strange tune."

Rat King "You two are now completely in my power, and from now on, you'll be rats not only in body, but in deeds."

Vernon "Yes, Master."

Rat King "Now, head upward, and gather all the food you can find."

[Vernon and Irma rush out. Meanwhile, the rats are running in circles around the turtles and April.]

April "Why are they just running around us? Why aren't they attacking us?"

Raphael "I've gotta hot news flash for you, lady... they are!"

Donatello "They're chewing the ground out from under us!"

[The ground starts cracking under their feet. Michelangelo tosses his turtle line onto an overhead pipe.]

All "Whoa!"

Michelangelo "Grab on, everyone!"

All "Oh!"

[The ground drops out from under them, but they are all clinging to the turtle line’s rope.]

Raphael "Well, this is the perfect ending to a lousy day."

[Topside, pedestrians go about their business. Vernon flips the grate off a sewer opening and climbs out, followed by Irma. The citizens shout.]

Man "What's going on?"

Woman "What are they? Escaped animals? Alien invaders?"

Man "No! Look at the full moon! They're wererats!"

Vernon "We must find food for the Master."

[They start searching. While the turtles and April dangle from the rope, the rats have surrounded them.]

Michelangelo "Whoa, dudes, I'm growing old hanging on to this rope."

April "It's better than being on the ground with those rats!"

Raphael "Well, we can't hang around here all night."

Donatello "Yeah? Why not?"

[Rats are on the pipe above them, chewing on the rope.]

Raphael "Oh, just call it a feeling."

Leonardo "We're going to have to swing to safety. Try for that hatchway!
[They get close to a wall.]

Push!
"

[They push off from the wall and swing through the hatchway. They rats go after them.]

Donatello "Let's get out of here!"

[He slams the hatch shut.]

Raphael "Gee, I wish I'd said that."

April "Let's go to the Rat King's lair and look for Irma and Vernon."

Leonardo "No, you can do more good by checking for them at Channel 6."

April "Oh, I'll go, but I bet you they're not up there."

[Vernon and April approach a shop called “The Big Cheese”.]

Irma "Cheese!"

[The pair burst through the window glass. Everyone runs screaming from the shop.]

Owner "What in blazes are they?"

Gypsy Woman "Don't you know? Even a man who is pure at heart and locks his doors at night may become a rat when the ratbane blooms and the moon is full and bright."

Irma "We must find more food for the Master."

[They start scratching at the wall and break through into the pet shop next door. The cats hiss and the dogs bark at them.]

Vernon "Oh! Cats!"

Irma "Keep them away! Keep them away!"

[Suddenly a blue glow envelopes both of them and the animals calm down. Both have changed back into their human forms.]

Irma "What's going on? What are we doing here?"

Vernon "The last thing I remember, we were in the sewers."

Irma "But what do you suppose happened to us, Vernon?"

Vernon "I don't know, but we'd better check in with Burne. We must be awfully late for work."

[The turtles reach their destination.]

Donatello "It's the Rat King's lair!"

Raphael "Either that, or the shabbiest motel in town."

Leonardo "Quiet, now. We don't want him getting the drop on us."

[The Rat King comes up behind them and pulls the pin on an explosive.]

Rat King "I'm afraid you're too late for that."

[He throws the explosive and the turtles jump.]

Michelangelo "Duckola!"

Rat King "Miserable turtles! I am King of this Underworld!"

[He spins his bola. The smoke lifts and Raphael leaps forward brandishing his sai.]

Raphael "All right, cheese for brains! That's all I'm gonna take from—
[The bola wraps around his hand, pulling him backwards. The ends continue wrapping around a metal beam and traps him.]

] Yaah!
"

Michelangelo "Okay, cheddar head, hit me with your best shot."

[He spins his nunchaku. The Rat King tosses a bola at the ceiling, breaking loose large chunks of rock which rain down on Michelangelo.]

Michelangelo "Whoa! Not bad."

[Leonardo attacks with his swords. The Rat King uses a metal pipe to hold him off.]

Leonardo "Where are Irma and Vernon? What have you done with them?"

Rat King "They are above, doing my bidding as rats!
[He jams an explosive into Leonardo’s belt.]

Have a nice day.
"

Leonardo "Look out!"

[He yanks the explosive out of his belt and throws it. The explosion brings part of the tunnel down on the turtles.]

Rat King "Well, so much for those turtles. But my two pets have not returned!"

[He leaves. Groaning, the turtles push the rocks off of themselves.]

Michelangelo "Did you hear what he said, dudes? He turned Irma and Vernon into rats!"

Donatello "But how?"

Raphael "In Vernon's case, it wouldn't take much."

Leonardo "We'd better go get Splinter! I think we're gonna need his help."

Michelangelo "Yeah, he's an expert on rats. Well, sort of."

[Meanwhile, Bebop and Rocksteady are continuing their search of the sewers. Bebop uses his comlink to reach the Technodrome.]

Bebop "Boss, we looked and looked, and we ain't seen a trace of the mutagen."

Shredder "Then forget it. You've got to find those two smugglers and the stolen explosives! They hang out at a restaurant called The Flaming Turkey. Go there and find them."

Rocksteady "Oh, boy, that's a good idea."

Bebop "It sure is. I'm hungry."

[April rushes onto the set at the Channel 6 news building.]

Burne Thompson "And just where have you been, Princess April?"

April "Trying to find Vernon and—"

Thompson "Are you goofy in the head? Vernon's right here."

[He points to Vernon, seated at the news anchor desk.]

Vernon "And because you weren't around, I get to read the Late, Late News. Pretty juicy story, too. All about a pair of giant rats terrorizing the city."

April "I don't get this."

[The Rat King pushes aside a grate and climbs up from the sewers behind the Channel 6 building.]

Rat King "Hmm, my two super-rats aren't in the sewers. Perhaps they've returned here for some reason."

[He moves towards the Channel 6 rear entrance.]

April "And you don't remember anything after that, Irma?"

Irma "No! One minute we were in the sewers, and the next, we were in a pet shop."

[April’s turtlecom beeps.]

Donatello "April, did you get back okay?"

April "I'm fine, but there's something weird going on here. Have you guys heard anything about a pair of giant rats?"

Donatello "You bet we have. It's Irma and Vernon."

April "Well, that's impossible! Irma's right here with me. And Vernon's doing the news right now. Look for yourself."

[Donatello switches the TV on.]

Vernon "The mayor's only comment was, "Get out of my way, you lousy reporter, or I'll rearrange your face”."

Donatello "This doesn't make any sense."

Splinter "Perhaps the Rat King planted a suggestion in their minds using his hypnotic flute."

Leonardo "He almost got you once with that flute, Sensei."

Raphael "But it doesn't explain why they'd look like rats."

Splinter "I know, but whatever else happens, I feel sure the flute is the key to this whole matter."

[The Rat King climbs up into the air vent overlooking the news set. He begins to play his flute.]

Vernon "And now, for a lighter bit of news, rats. Yes, rats. Two big ones were spotted today. Very big ones.
[He suddenly changes into a giant rat.]

In fact, I'm one of them!
"

[In the lair, the turtles and Splinter are still watching the broadcast.]

Raphael "Did you see that?"

Splinter "It is as I feared. The Rat King's flute!"

Leonardo "That means Irma might change, too!"

Donatello "And April's alone with her!"

[The flute can be heard through the vent just above Irma’s head. April’s back is turned to her as Irma transforms. Aprils’ turtlecom beeps.]

April "What's up, guys?"

Turtles "April! April, get out of there! Get out of there!"

[April screams as Irma grabs her. The turtles can hear everything.]

April "Let go of me! What are you doing, Irma? No, no!"

Leonardo "Irma's become a rat!"

Michelangelo "And she's got April!"

Donatello "She's dragging her away!"

Raphael "I just can't take all this suspense."

[Irma drags April through the hallways. The turtles continue to listen in.]

April "Let go of me, Irma! What's happened to you? What are you doing? Where are you taking me?"

Leonardo "Irma's got April!"

Michelangelo "Listen, dudes, April's still got her turtlecom."

[Irma takes April to the Rat King, who is standing in the hallway.]

Rat King "We meet again, April O'Neil."

April "Well, I wish I could say it was a pleasure."

Rat King "You've spurned me before. Now you will join me as my next super-rat!"

Leonardo "Master Splinter, we need your help!"

Splinter "Yes, it may take a rat to stop a rat."

[Bebop and Rocksteady reach The Flaming Turkey.]

Bebop "Come on, let's see if them two guys is inside."

Rocksteady "First things first. I'm hungry."

[They enter the establishment. There are two flashes of red laser lights and everyone runs screaming from the restaurant. With the place to themselves, the pair of mutants raid the kitchen.]

Bebop "Now we can eat in peace."

Rocksteady "I love cafeteria-style dining. Look!"

[As they exit the kitchen, they see two men sitting at a table.]

Bebop "Hey, it's the two guys who were supposed to get the explosives."

First Thief "It's all set. We make the switch at the airport in an hour. We'll put the explosives in the cheese crates, and zip, fly away."

[Vernon is spying on them.]

Vernon "Cheese crates?"

Second Thief "Yeah, we'll make a bundle more than that jerk Shredder was gonna pay us."

[They get up and leave.]

Bebop "Why, those creeps. They're gonna double-cross the boss.
[He throws his food down.]

Let's pound 'em.
"

[Rocksteady throws his plate down too, and grabs Bebop’s arm.]

Rocksteady "No, wait! Let's follow 'em and get those explosives."

Bebop "That'll sure make the boss happy."

Rocksteady "Maybe we won't have to clean our room when we get back."

[The Rat King has returned to his lair with April. He has her tied up beneath his mutating machine.]

Rat King "Now, I will confer upon you that glorious honor of rathood thanks to this mutagen. In a few moments, it will turn you into the supreme life form on this planet!"

[He pours the mutagen into the machine. Vernon and Irma enter.]

Vernon "Master, Master! I've found it! At the airport! Cheese! All the cheese we'll ever need!"

Rat King "Good work, loyal servant. We'll go straightaway and get it. And when we've returned, April O'Neil will have joined our ranks."

April "Oh, brother, I don't want to spend the rest of my life running mazes and eating cheese!"

[The turtles burst through the Rat King’s door with their weapons drawn.]

Leonardo "All right, Rat King!"

Raphael "This is it!"

Donatello "Hello?"

Michelangelo "Like, anybody home?"

Raphael "Hah, swell. We make the entrance of our careers, and the Rat King's gone."

April "Well, I was impressed. Now, would you mind getting me out of here before I get mutated?"

[The mutagen drops just as Leonardo and Michelangelo yank April out of its way.]

Donatello "Is this what he used on Irma and Vernon?"

[Michelangelo unties April.]

April "Yeah! It... it's some of Shredder's mutagen."

Raphael "Well, that stuff's supposed to be green, not Tutti-Frutti."

Donatello "It looks like it's gotten unstable. Hey, that would explain why their mutations aren't permanent!"

Leonardo "And why the mutations can be triggered by the Rat King's flute!"

Michelangelo "Master Splinter was fully right all along!"

Splinter "We must find that flute and destroy it. It is the only way to free them from the Rat King's spell."

April "They're heading for the airport. Something about cheese."

Raphael "Don't tell me; they're going to Holland for the gouda festival."

Leonardo "If they're planning a quick departure, we'll need the turtle blimp."

Donatello "I'll get it and meet you there."

Leonardo "Let's go!"

[Cut to the airport, where the explosive thieves are loading crates.]

First Thief "The cheese is in the explosives crate and the explosives are in the cheese crate.
[He laughs as they place the crate in the cargo hold of a plane.]

Hey, that Shredder will never find us. Boy, are we a couple of rats, or what?
"

Second Thief "Uh, no. They are."

Vernon "We've come for your camembert."

[Both thieves shout and jump out of the plane.]

Rat King "That's it! Get the precious cheese! For the glory of your king!"

Leonardo "Irma and Vernon are on that plane!"

Splinter "You try and get them. I'll deal with the Rat King."

[The turtles enter the plane as Vernon and Irma are picking up a crate.]

Raphael "Not so fast, squeaky."

[The mutated humans attack. Vernon takes down two turtles, and Irma tosses Michelangelo on his head near the cockpit.]

Michelangelo "Whoa, Irma, you need a major manicure.
[He kicks and hits a control, which starts the engines.]

Whoa!
"

[The plane rolls down the runway. Bebop and Rocksteady arrive.]

Bebop "The explosives must be on that plane."

Rocksteady "Quick! Before it gets away!"

[They run and catch up to the plane. Leaping inside, they see the two mutated humans fighting with the turtles.]

Rocksteady "Boy, is this place a zoo, or what?"

Bebop "All right, you creeps, we'll take that crate."

Vernon "No! It belongs to the Master!"

[As the Rat King watches the plane taxi on the runway, Splinter leaps onto his back.]

Splinter "Hi-ya! Hai! I'll take that flute, Rat King!"

[The Rat King reaches back, grabs Splinter, and tosses him over his shoulder. He then runs to a forklift and climbs.]

Rat King "Very well. I'll give you the flute."

[He reaches the top of the forklift and begins to play. Splinter freezes at the sound. The plane zigzags while inside, Rocksteady holds a stun laser on the turtles and the mutated humans.]

Bebop "This stuff belongs to Shredder."

Vernon "No! It is the Rat King's!"

[He grabs Bebop, lifting him overhead and spinning him before throwing him against the controls in the cockpit.]

Bebop "Mama!"

[All of them start fighting.]

Michelangelo "Hey, dude, chill out!"

Rocksteady "Not until I get that crate."

[The plane takes off.]

Raphael "Leonardo, did you bring a parachute?"

Leonardo "Of course not. Why?"

Raphael "Because we just left the ground!"

[Splinter’s eyes flash red.]

Rat King "Now, at last, you will be in my power too!"

[April runs up to Splinter with a bucket of water and splashes him.]

Splinter "Thank you, April. I needed that."

Rat King "Uh-oh.
[Splinter throws his walking stick and knocks the flute out of Rat King’s hand.]

No!
[The flute hits the ground and Splinter catches his walking stick. The Rat King jumps down and spins his bola.]

That flute is mine!
"

[The Rat King throws the bola but Splinter catches it on his walking stick and throws it aside.]

Splinter "Hi-ya!"

[The Rat King charges at him and leaps, but Splinter catches him and throws him into a pile of wooden crates. Splinter grabs the flute.]

Rat King "My plan for world domination, ruined!
[He opens a grate in the ground and leaps down.]

Well, maybe postponed.
"

[Inside the plane, Bebop and Rocksteady fight Vernon and Irma as the plane climbs. Vernon and Irma are kicked into the turtles and they all fall. Leonardo lands next to a crate.]

Leonardo "This is the cheese crate we were chasing all over town yesterday.
[He opens it.]

It's the missing explosives!
"

Raphael "Do you realize if this plane crashes it'll take out half the city?"

Rocksteady "Don't worry. The plane won't crash. You will."

[He starts firing his laser at them while Bebop takes over the plane’s controls. He blasts a hole in the side of the plane and everyone is sucked out. Michelangelo has a hold on the plane and everyone else is holding onto each other’s legs.]

Leonardo "Hold on, Michelangelo."

Michelangelo "I can't! My grip's slipping! In the words of a great seventeenth century philosopher-- cowabunga!"

[He loses his grip and they all fall. Vernon and Irma are human again.]

Vernon "What are we going to do?"

Michelangelo "I know. I'll just cross my fingers and hope real hard for a miracle."

[The turtle blimp flies in under them and they all land on it.]

Raphael "Boy. Nice hoping, Michelangelo."

Donatello "Hi, guys. Hope I'm not late."

Raphael "Next time, try cutting it a little closer, why don't ya?"

[Bebop and Rocksteady are still in the plane.]

Bebop "Boss, open the portal! We're coming through."

[The portal opens and the plane flies into the Technodrome. It almost hits Shredder and Krang, who hit the ground. Shouting, the mutant pair fly around inside the Technodrome.]

Rocksteady "How are you gonna land this thing?"

Bebop "I don't know. None of the controls work."

Rocksteady "Then why are you sitting there?"

Bebop "I always wanted to be a pilot."

[They are approaching a dead end.]

Rocksteady "Aaaah! Bail out!"

[Both jump and the plane hits a wall and explodes.]

Rocksteady "Wait'll the boss sees this."

Bebop "You know, this is one of those days I think I shoulda stayed in bed."

[Back at the lair, Splinter holds the flute as the turtles look on.]

Splinter "Now, to destroy this dreadful flute once and for all.
[He throws it into the and then chops it into pieces with his hand.]

Hi-ya!
"

Michelangelo "Well, Irma and old Vernon will never have to worry about being rat finks again."

[The television is on and Donatello points at it.]

Donatello "Hey, look, there he is."

Vernon "And so, the mysterious menace has ended. But who were these—
[eats cheese]

wererats? Perhaps no one will ever know for sure.
"

Raphael "Oh, well. Vernon always was a bit of a rat."

[End Credits]