Mikey: Let's go, Leo, I'm starving! Yeah, boy! Ramen.
[Leo puts the bowls to Mikey and himself. A little cockroach crawls around on the table with a camera on its head. First, it goes to Leo, then to Mikey, but when it goes on Raph, he panics.]
Raph: AAHH! Roach! Roach!
[Raph tries to stomp it with his sai but the bug scurried away. Leo and Mikey watch. Donnie came along holding his computer.]
Donnie: Stop! Stop, you'll smash him!
Raph: That's the idea!
Donnie: [carries the bug in his hands] You can't smash this roach, ok? He's special. Really speciaaaaal~
Leo: Okay, I'm going to regret this, but why is he special, Donnie?
Donnie: Because I outfitted him with a remote-controlled camera helmet!
Leo: Wow, that explains why you're special.
Donnie: We can send him into T.C.R.I and spy on the Kraang. The camera allows us to see whatever the cockroach sees.
[He shows the video where the roach sees. Mikey laughs at the part where Raph gets scared of the roach.]
Mikey: That is awesome. Big, tough Raph is scared of cockroaches.
Raph: [irritated] I am not.
Mikey: Oh, really? Let's go to the video. This is my favorite part, right here. Donnie, can I get this on a t-shirt?
Raph: Want to see my favorite part? [Tosses Mikey across the table.]
Donnie: We're going to spy on the Kraang with a cockroach!
[Theme song]
[Outside and inside the shellraiser.]
Donnie: Come on, roach number one. Make papa proud.
[The roach started to cut through the walls with a saw and started to spy on the kraang.]
Kraang: Kraang has been on a diet known as "gluten-free". Kraang has already lost thirteen Kraang units of weight.
[The roach started to climb up the column and looked down from below.]
Leo: Wait, what are those guys talking about? Can you get closer?
Kraang: That which is known as the next phase of the Kraang invasion to the planet known as Earth will soon begin.
Leo: Next phase? That doesn't sound good.
Kraang: That which is the laser drill will drill a hole in the planet known as Earth. That is a hole that is 30 miles deep in the Earth.
Donnie: Whoa, whoa. They are going to bore a hole into Earth.
Leo: I'm guessing that's bad.
Donnie: Unless you think the city needs a giant lava fountain.
Leo: Yep, that's bad.
Raph: Goodbye, harsh winters-
Mikey: Lava surfing rules.
Leo: It definitely doesn't, Mikey. We have to stop this!
Kraang: To execute the plan, Kraang needs to possess that which is known as the diamond lens to make work the drilling of the laser drill.
Raph: What does that mean?
Donnie: They need a diamond lens to make their laser drill work. now shhh!
Kraang: Kraang is already on the way to that which is called the laboratory that is having the lens that is needed by Kraang.
Raph: What?
Donnie: One of them is going to a lab to get it!
Raph: Which lab?
Donnie: Maybe, if we listen, they'll tell us!
[He accidentally knocks the roach into the mutagen.]
Donnie: [upset and angered] Thanks a lot, Raph. We lost the signal!
[The roach started to mutate in the ooze and sink to the bottom. Later it climbs out. The droids looked and saw the splattered ooze. Unknown to them, a massive figure pulled them. In the background, we see that the Spy Roach is bigger now and robotic. It scanned the area and cut its way through the walls.]
Donnie: Uh-Huh. I think I found the diamond lab. Now, it's a bit blurry but maybe we can follow it to the laboratory.
Leo: We don't have much time till the Kraang drill fires. Let's go!
[Leo starts the Shellraiser. Something thumped under the van.]
Donnie: Ka-Thump! That's a really bad sound.
Mikey: It sounded more like a "ba-dump."
Raph: I heard a "fwap."
Mikey and Donnie: Fwap? [both get slapped]
Raph: Fwap.
[They check outside and what they saw was the spy roach now run over and dead. ]
Leo: What is that?
Mikey: Ugh. Smells like a butt sandwich.
[Raph covers his mouth and gags. Donnie began to analyze the body with his pencil.]
Donnie: Oh. Oh, dear. Would you look at that? Hideous and beautiful. It's... blech! [wipes the slime off his mouth]
Leo: So, what is it, Donnie?
Donnie: It's my spy roach.
Raph: Your what? Your WHAT?!
Donnie: It must have been exposed to some mutagen. You see how the nab helmet merged with his exoskeleton? We have never seen organic and inorganic matter fused in-in-in such an ama--
Raph: That's great, Donnie, we can discuss this some more when we're driving away at a thousand miles an hour.
Mikey: Come on, you big baby. What are you worried about? We creamed it with our van. It's not like it's going to get up and come after us!
[As Mikey talks, the Spy Roach slowly gets up and grabs Donnie.]
Donnie: Uh, guys?! WAAAHH!!
[The roach lifted him in the air.]
Mikey: Or maybe it would.
[Raph screams as the roach tossed Donnie and began to approach. Mikey, Leo and Donnie struggle to fight the bug but it is stronger.]
Leo: This thing's tough.
Donnie: Naturally. Cockroaches are among the most resilient life forms on the planet.
Mikey: And the grossest. [gets knocked] Sensitive roach.
Leo: Where's Raph?
Raph: Eat hot manhole cover!
[Raph started to fire the manhole covers and managed to knock it down. The bug began to twitch and started to approach but it got knocked down completely.]
Raph: Oh, no!
[Raph continues to fire again]
Leo: Whoa. Whoa. Whoa. Ease up, Raph. I think you got him.
Raph: Okay. Okay. [shoots it one more time] What do we do with it?
Leo: Forget the roach! We've got to stop the Kraang before they destroy the Earth.
Raph: Leo's right. We've got to go.
Mikey: You just want to get away from that thing.
Raph: Is that so wrong? [the roach is gone] Oh, no. It's gone! Come on, guys, we've got to move.
[They run back to the shellraiser]
[Meanwhile, the Kraang are transporting the lens into the truck.]
Kraang: The box which contains the lens is heavier than Kraang thought.
Donnie: There's the van! They must have picked up the lens.
Raph: Ram that sucker!
[They knock the Kraang's van down.]
Leo: Halt, Kraang!
Kraang: The halting of Kraang is not a thing that the ones who are turtles will be doing to Kraang.
Leo: Wrong. The halting of Kraang is exactly the thing that the ones who are- yeah, just halt!
Donnie: Which do we save first? The world or the English language?
Raph: [pulling the lens] I've got the lens.
[The spy roach appears on the van. Raph screams and the bug starts to fire lasers at the Kraang. Once they are down, The cockroach terminatior leaped down off the van.]
Leo: Mikey, Donnie, you take the roach. Raph, you're coming with me. Raph? Raph!
[Raph is hiding in the corner.]
Mikey: All right, my roachie. Time to meet your maker.
Donnie: Wait, isn't that me?
Mikey: Exactly. Go get him, tiger.
[The roach grabs Donnie while a few winged Kraang fly alongside. Mikey dodged as Leo tried to pull the box. but the winged Kraang caught it.]
Mikey: Oh, no. The Kraang has the lens again.
[The roach shoved Mikey aside. Leo continued to run from the lasers]
Leo: Raph, where are you? Raph, are you hearing me? Raph?
[Meanwhile, Cockroach Terminator scanned to see Raph hiding behind the shellraiser.]
Raph: Why did it have to be a cockroach? Why did it have to be a cockroach?! That is a big cockroach!
[Donnie attacks]
Mikey: We're not done with you yet, Spy-Roach!
[Mikey sprays bug spray at the bug, making him screech. He and Donnie began to spray him and whack him down as the roach fell on his back.]
Donnie: Yes, nail him, Mikey!
Mikey: Uh-oh.
[But the bug spray is out. Before the roach could fire, he gets run over by a truck.]
Mikey: How does that grill taste, bug?
[The driver screams seeing the bug and leaps off. The truck crashes into a warehouse. Donnie cheers.]
Donnie: Now, where's the diamond?
Leo: Raph lost it. Raph, where were you?
Raph: [lying] I was busy.
Leo: Busy cowering in terror. We have got to find the drill before the Kraang cracks open Manhattan like an egg!
[Raph sighs. As they leave, Spy Roach emerges from the flames. Back at the shellraiser]
Leo: You blew it, Raph. You've got to get your head together.
Raph: [guilty] I know. This stupid phobia is going to end up getting the whole team killed. Listen, I'm sorry, Leo.
Donnie: Guys. Okay, here's a map of known Kraang facilities, and here's the map of the fault lines in New York City. Now, if the Kraang are going to drill into the Earth's crust then this is where they do it.
Leo: All right then, guys. We've got a little more time left before the Kraang start drilling.
[They continue to drive. They hear something thump coming from below and a buzzing sound of a chainsaw.]
Raph: What's that sound?
Donnie: I don't see anything outside. Uh-oh. He's back!
Raph: What?! Where?! Where the heck could it be? He's underneath the van. He's underneath the van!
[Below, the roach cuts through causing the shellraiser to stop.]
Raph: He cut the drive shaft?
Leo: How does he keep finding us?
Donnie: Well, he could be using the homing signal I set up so SpyRoach could find his way back to the van.
Leo: There's a homing signal?!
Mikey: Dude, even I would have turned that off.
Donnie: Excuse me, Mikey. I've been a little distracted. Maybe I can use the signal to tap into his camera to see what he's seeing.
Raph: None of this makes sense. Why is he so mad at us?
Donnie: And got it.
[The camera screen shows Raph attacking. Finally, it made sense that the Roach is after Raph.]
Raph: Oh, crud.
Donnie: I don't think he's mad at us. I think he's mad at you.
Mikey: Wow, that stinks for someone who's afraid of roaches!
Raph: I already got it, thanks. So are there any more surprises? [a blazing saw appears] He has a saw?! This cockroach has a saw!
[Leo slices the limb away.]
Leo: Not anymore. Donnie, the rest of us will keep the roach busy-
Raph: We will?
Leo: Yes! You've got to fix the Shellraiser fast. Like, yesterday fast.
[Leo, Mikey and Raph are outside, even though Raph is scared.]
Leo: Hey, SpyRoach, Raph's out here. Come and get him.
Raph: Really? You're using me as bait?
Leo: Yep.
[Spy Roach appears. The turtles began to flee. Leo and Mikey grab the bug in a trash can but are easily thrown aside. Raph starts to run away.]
Raph: I'm not afraid! Not afraid. Not afraid... Not not... Scratch that! Fully afraid! I'm sorry I tried to smash you, ok?
[Raph gets cornered]
Raph: I'm sorry. I learned a very important lesson. I'll never be cruel again. Just leave me alone!
Mikey: On one condition.
Raph: Anything!
Mikey: Be good to Michelangelo.
Raph: What?
Mikey: Let him read your comics once In a while.
Raph: MIKEY!
Mikey: OW! So much for learning your lesson.
Leo: Nice job, Raph.
Raph: What are you talking about? Where's the bug?
[They looked over and saw the bug was frozen.]
Raph: Ha! Stuck, huh? Not so tough now, are you, roachie? You're just a hollow shell. What the-
[It turns out the bug is a molded shell as it crumbled into pieces.]
Leo: He must have molted.
Raph: They molt?
Leo: Yeah, roaches shed their skins when they.. get.. bigger.
Mikey: Dude, you're not kidding.
[He was right. The roach mutated. It was now white with two blackish eyes, blue digital wings and a nasty looking mouth.]
Raph: A cockroach.. Why did it have to be a cockroach? And it flies!
Leo: Run!
[They start to run away from the newly formed bug until it grabs Raph, its tongue licking his cheek. Raph stabs it and falls into a dumpster. He climbs out, screaming.]
Raph: Start the engine! Start the engine!!
[They retreat into the shellraiser]
Leo: Donnie, did you get this thing working?
Donnie: We've got bigger problems. You've got to stop that drill!
[Raph starts to fire trash balls at the bug but no luck.]
Raph: What the?
[Mikey kicks the spy roach out of the way.]
Mikey: Take that!
[Quickly, the shellraiser started.]
Raph: I had my chance, and I couldn't face it. I just couldn't do it!
Mikey: Look at the bright side. In fifteen minutes, we could all melt in a fountain of lava... Ok, that sounded brighter in my head.
Donnie: The laser drill is just past the front gate. Kraangdroids everywhere. Hope you've got a good plan.
Leo: I'm going to ram through the gate and we'll go from there.
Donnie: Works for me!
[Leo stares at Raph, who felt pretty guilty.]
Donnie: Uh-oh. We've got company again.
Raph: What was that? Where is it?
[Suddenly the bug grabbed Mikey into the air.]
Donnie: It's got Mikey!
Leo: We've got to do something.
[Raph decided to have a chance to get rid of his fear and save Mikey.]
Raph: I'll stop him.
Leo: You don't have to do this just to prove you're not afraid.
Raph: I am afraid and that's why I have to do this. I'm coming, Mikey! No six-foot tall cockroach is going to eat my brother.
[Raph leaves into his kart. Mikey struggled to get out of its grip as Raph used the go kart.]
Raph: Hey! You, up there. Looking for me?
[The bug tossed Mikey back on the shell raiser. He recovers and hides the shellraiser as Raph drives off the roach chases him and pulled mutagen bombs from its chest and threw them at the road. Raph dodged the attack ands began to use a cloaking device while the bug lost its signal. Raph thinks he lost him but his kart accidently knocked over a bunch of trash cans, gaining the roaches attention. The creature roars and pulled out more of its mutagen bombs. Raph throws the mutagen bomb at the roach's faces, causing it to crash.]
Kraang: The laser drill just passed the 500-meter mark.
Kraang 2: Those known as the turtles are approaching
Leo: All right, guys. Get ready. We're going in.
[They charge right in, but only to be stuck midway]
Mikey: Are we in?
Leo: No! Raph, we're stuck! It's up to you. Get the Kraang!
Raph: I'm on it!
[Spy roach blocks his path.]
Raph: This is either going to be really cool or really painful.
[He moves forward and crashes into Spy Roach, causing him to fly in the air and land on the other side of the Kraang center.]
Raph: Ok it was both.
Kraang: The laser drill is at 400 meters from the Earth core.
Raph: Not for long!
[He gets to the top. He looked over and saw Spy Roach, its face now had a tire track.]
Raph: You've got to be kidding me! All right, insect. You think I'm scared of you? I aced your butt twice already. You want to go for number three, huh? Do you? Come and get me!
[He throws his helmet at the roach mutant. Raph started to battle the Spy Roach, biting and punching it.]
Kraang: The laser drill is at 300 meters.
[Raph punches it in the stomach then starts to pull the laser.]
Kraang: 200 meters....!00 meters.
[Raph punches the roach down and moved the orb and grabbed onto the laser.]
Raph: Drill this!
[He sliced the bug and exploded into goo, and the machine got destroyed. He then catches his helmet who came back and back to his kart. Then they retreat back onto the street.]
Leo: Well, Raph, you faced your fear and saved the city. Not bad for a Wednesday.
Raph: Faced my fear? I conquered my fear! I looked my fear in the eye and I zapped it to a blimp.
Mikey: Wooow uh! So you're not afraid of cockroaches anymore, huh?
Raph: Nope.
Mikey: Good, good then you won't mind the one I just slipped into your shell.
[Raph’s eyes grew wide and ran around screaming as everyone laughed.]