Some TMNT stuff really isn't for little kids.
- Script: Stephen Murphy (credited as Dean Clarrain)
- Penciler: Jim Lawson
- Inker: Gary Fields
- Letterer: Gary Fields
- Colorist: Barry Grossman
- Editor: Scott Fulop
- Managing Editor: Victor Gorelick
- Cherubae / Mary Bones
- Foot Soldier
- Ha'ntaan / The Rat King (debut)
- Oroku Saki / The Shredder
- Sons of Silence (debut)
Bebop and Rocksteady are abducted from the sewers by the extraterrestrial Sons of Silence. Meanwhile, the Turtles search the sewers, and end up meeting the Rat King who allows them to trespass. After defeating a Foot robot, the turtles are taken inside Krang's spacecraft leaving Earth bound for to Dimension X. However, Mary Bones uses the Turnstone to leave Earth, taking the turtles with her.
- Jim Lawson, the penciler of this issue, also designed the original version of the Rat King for Mirage TMNT.