What a Croc
Teenage Mutant Ninja Turtles (2003) episode
Season Code: S02E12
Episode: 38
Original airdate February 28, 2004
Written by Ben Townsend
Supervising Producer Lloyd Goldfine
Producers: Gary Richardson
Frederick U. Fierst
Al Kahn
Norman Grossfeld
Thomas Kenney
Supervising Director  Chuck Patton
Story Editor: Michael Ryan
Episode chronology
← Previous Next →
"Modern Love - The Return of Nano" "Return to the Underground"

Teenage Mutant Ninja Turtles Season 2
November 8, 2003 - October 2, 2004
List of Teenage Mutant Ninja Turtles episodes


  1. Turtles in Space, Part 1: The Fugitoid
  2. Turtles in Space, Part 2: The Trouble with Triceratons
  3. Turtles in Space, Part 3: The Big House
  4. Turtles in Space, Part 4: The Arena
  5. Turtles in Space, Part 5: Triceraton Wars
  6. Secret Origins, Part 1
  7. Secret Origins, Part 2
  8. Secret Origins, Part 3
  9. Reflections
  10. The Ultimate Ninja
  11. The Return of Nano
  12. What a Croc
  13. Return to the Underground
  14. City at War, Part 1
  15. City at War, Part 2
  16. City at War, Part 3
  17. Junklantis
  18. The Golden Puck
  19. Rogue in the House, Part 1
  20. Rogue in the House, Part 2
  21. April's Artifact
  22. Return of the Justice Force
  23. The Big Brawl, Part 1
  24. The Big Brawl, Part 2
  25. The Big Brawl, Part 3
  26. The Big Brawl, Part 4

Season 1Season 2Season 3Season 4Ninja TribunalFast Forward - Back to the Sewer

"What a Croc" is the thirty-eighth episode of the animated series Teenage Mutant Ninja Turtles, which originally aired on February 28, 2004. It had 1.62 million views on the 4kids website as of 2007.


Major Characters

Secondary Characters

Main Locations, Vehicles and Accessories


Voice-Over Introduction

Michelangelo: It seems like we always end in these wacked out situations. I don't know, maybe its our karma. Like we did something bad in a past life. I mean really, really bad. Supervillain-holding-the-world-for-ransom-destroying-Tokyo kind of bad. Come to think of it, its probably Raph's fault. Everything bad that happens to us is because of something Raph did in a past life. Oh well, no use crying over past lives. I guess we just gotta accept things as they are. Just always be ready to kick some shell.

Plot Synopsis

Late night in the Turtles’ lair. Michelangelo, who is sharing Raphael's room since April has moved into the lair, cannot sleep because his brother is snoring. Mikey angrily gets up and wanders around the lair. April is in his old room, packing her stuff. She jokes that she has been using Mikey's Silver Sentry comics to pack her stuff and Mikey flips out. April tells him that she's only joking, but Mikey does not think it is funny and walks off, turning the lights out as he goes, leaving an unhappy April in darkness. Michelangelo saunters into the living room where Master Splinter and Leonardo are watching the news. Mikey tries to strike up a conversation, but he is told to be quiet. Dejected, Michelangelo wanders off and finds Donatello building a new project by an open pool of water. The brainy Turtle explains that it is a launching pad for an aquatic vehicle. The pool provides direct access to the river and Don wants to take advantage of this.

Donatello convinces Mikey to help him make the frame more secure by doing some underwater welding, so the cheerful Turtle puts on a diving helmet and swims off to do the work. As he is welding, Mikey spots something in the tunnels and flips his light on - revealing a giant crocodile! The animal rushes the terrapin and he douses his light and takes cover. The beast is soon upon him, and Mikey does his best to stay hidden. The crocodile swims around and notices the air line leading to the tunnel where Michelangelo is hiding, and bites it in half - cutting off Mikey's oxygen supply and filling his helmet with water! Mikey tries not to panic, recalling the lessons Master Splinter taught him. The croc swims around and eventually spots Mike - right at the time that Don notices that the air line has been cut. Donatello hits a button that controls the winch and the line pulls Mikey to safety, moments before the crocodile was about to grab him!

Mikey calls the guys together and tells them what he saw. Raph and Don think Mikey's crazy, but Leonardo reminds Raphael of the giant white croc they had fought as kids (as told in Tales of Leo). Mikey states that he is going to prove that what he saw is real and Don shows him some new gear, a sleek oxygen tank and a scuba mask with a radio and camera (so sound and picture can be relayed back to Donatello's laptop, allowing Leo, Raph and Don to see and hear exactly what Mikey does). Mikey dives into the pool and takes off to find the giant crocodile, and in no time he locates the animal and follows it… to the Turtles’ original sewer home! It turns out that the crocodile mutant is a scientist of sorts, working on some sort of device/object and speaking to an off-camera “friend.”

Mikey tells his brothers (via the radio) that the giant reptile has an exo-suit and he may be with an Utrom. Leo, Raph, and Don scream "An Utrom?!" which causes Mike to let out a yelp that is heard by the croc. Mikey flees, the enraged monster hot on his tail. The ninja finds some familiar ground and lifts a grate just as the croc is upon him - Mike clobbers his hunter with the grate and escapes! The Turtle emerges in a nearby sewer and radios in that he thinks he's safe - the crocodile erupts out of the water and tackles Mikey!

The ninja and the beastie go at it, Mikey taking some punishing blows. Eventually, the crocodile's tail slams the Turtle into a wall, knocking him senseless for a second. As the monster closes in, Mike tries to reason with it, and miraculously, the creature calms down and speaks! It apologizes, stating that sometimes it gets a little carried away. Just when it seems like everything is going well and the violence has ended, the other three Turtles show up in the Sewer Slider. Raph throws a sai at the croc and insults it. Mike tries to explain that things are cool, but the crocodile mutant loses his temper and slams the Turtle into the wall. Seeing this, the other ninjas attack! After an intense battle, the Turtles are able to pin the monster to the ground. Raphael raises his sai to kill the beast, but Mikey grabs his wrist and explains that the croc is okay. A truce is called. Leatherhead stands up and introduces himself to the TMNT.

The group head back to the Turtles’ old lair, where Leatherhead explains that he is working on a Transmat. The TMNT recognize the machine and Leatherhead surmises that they must know the Utroms. The Turtles state that they know the Utroms very well, and Leatherhead tells his origin: as a baby crocodile, he was callously flushed down a toilet. Fortunately he was discovered and taken in by the Utroms, but he was accidentally exposed to the same ooze that the Turtles were, mutating him as well. Once the Utroms saw that he had developed intelligence, they began to teach him and welcomed him as part of their family. Unfortunately when the Shredder arrived and forced the Utroms to teleport back to their homeworld, Leatherhead was left behind. Thus he plans to build a Transmat of his own to use rejoin his Utrom family.

With his tale told, Leatherhead introduces the Turtles to his “friend” in the Utrom exo-suit – none other than Baxter Stockman! Instead of an Utrom, Stockman's head is inside a protective jar that is encased in the abdominal cavity of the Utrom exoskeleton!

Stockman lies to Leatherhead, telling the croc that the TMNT are the ones responsible for attacking the Utroms in the T.C.R.I. building and forcing them to flee. Leatherhead begins to get angry, and Stockman unleashes his latest weapon – the Turtlebot!

The Turtlebot scans each of the TMNT, instantaneously learning their individual fighting styles. The Turtles battle the 'bot separately, but the fight goes poorly and each is defeated in turn. Donatello determines that they'll have to use a different strategy, since the Turtlebot is beating them at their own game. Thus the ninjas switch weapons and gang up on the machine, weakening it to the point where Michelangelo can knock its block off with a section of pipe.

Once the Turtlebot has been defeated, Stockman decides to take matters into his own robotic hands, and he grabs a section of wall and tosses it at our heroes. The TMNT attack their old foe, but Baxter is able to defeat them. As Stockman holds up one of the Turtles, he recalls how they had foiled so many of his plans while he was working for the Shredder, thus revealing the truth behind the lies that he had fed to Leatherhead earlier. Leatherhead grabs his former friend, now furious, since the Shredder was the Utrom's sworn enemy. Stockman eludes the giant croc's grasp and flees, but before he escapes, he grabs a canister and throws it into a wall, where it explodes.

The explosion is too much for the already weakened ceiling of the old lair, which begins to collapse. Leatherhead holds up the falling rock, giving the Turtles time to run. Mikey stops and tells his new friend to come with them, but Leatherhead refuses to go, stating that he will not abandon his Transmat, because life is not worth living without it. Leo calls out for Mikey to get out of there, and so he leaves Leatherhead behind. The lair collapses just as the TMNT escape the room, the smoke from the debris begins to fill the area that they fled to. Leonardo asks if anyone can imagine feeling as alone as Leatherhead must have, and Don points out that they never will, because they will always have each other


"Hey! Shell for brains! Can you keep it down? There are some people in New Jersey that are trying to sleep!!"
— Michelangelo

Michelangelo: "Um, April, what are you doing with my Silver Sentry comics?"
  April: "Oh, I needed something to wrap my stuff in and these were just lying about, so I—"
  Michelangelo: "AHHHhhhhhh!"
  — April is kidding, otherwise Mikey would probably have a heart attack

Michelangelo: (waving arms and making faces) "So I was like "ohuhugh!", and it was like "Grrrrr!" and I'm all "ehehhehh" and then it got all *snortsnort* and then it was all "ROAROARROAR-!"
  Raphael: (exchanging looks with Donny) "Cuckoo."
  Donatello: "Crazy."
  — Mikey's bros discuss his mental state.

Michelangelo: "It does exist! And it's all "Grrraaargh!" and *Snortsnort* and "rchahahah-!"
  Raphael: "We should of seen it comin', bro. You're one rib short of a barbeque!"
  Michelangelo: "Look I know what I saw! There's a huge, ugly reptile in the sewers, and for once it's not you, Raph!"
  — Score one for Mikey.

Raphael: "I take it back, Mikey. You're not insane. Well, not completely."
  — The turtles see the crocodile.

Michelangelo: "Will you guys wait a minute? (to Leatherhead) Sorry, sometimes we get carried away too. How 'bout a truce?"
  Leatherhead: "You may let go of me. I accept the truce."
  Leonardo: "Alright Mikey, but if this croc bites your head off, I don't want to hear any complaining."
  — and if you die I'll skin you alive, too.

Baxter Stockman: "I can't count how many times you meddlesome freaks robbed me at my revenge when I was working for the Shredder! But this time, nothing will stop me!"
  — Stockman speaking to the Turtles, while taking them down.

Leatherhead: (after discovering Stockman's lies) "The Shredder? You worked for the Shredder!? He was the Utroms most hated enemy! You weren't intending to help me with the transmat! YOU USED ME!"

Baxter Stockman: Very well! You pathetic freaks will perish together! Believe me, I'm doing evolution a big favor!


  • The title of this episode is a play on words in that it sounds exactly like the vulgar phrase "What a crock," which can be spoken to imply that something is false or nonsense.
  • This episode is partially inspired by Leatherhead's second comic appearance in Teenage Mutant Ninja Turtles #45.
  • This is Leatherhead's first full appearance in the 2003 cartoon. He appeared as a shadowy figure in Secret Origins, Part 3.
  • Baxter Stockman gets a new body in this episode. His head is now attached to an Utrom exoskeleton.
  • Michelangelo imitates Steve Irwin before he goes diving for Leatherhead.
    • During this, he also calls himself "Mikey TV", which is a reference to Charlie And The Chocolate Factory antagonist, Mike Teevee.



External links