Of Rats and Men
Season 2, Episode 12
Rats and men
Airdate March 2nd, 2014
Writter Todd Garfield
Director Sebastian Montes
Prev. and Next
Metalhead Rewired
The Manhattan Project

Of Rats and Men is the 12th Episode of the second season and the 38th episode overall in the series.

"The past can come back to bite you!"

Official Description

When the Rat King returns, Master Splinter must overcome his fears in order to defeat his enemy.

Meanwhile, Mikey attempts to hide, and look after, a new mutant cat called the Ice Cream Kitty, which is an alley cat that April found.

Plot Synopsis

The episode starts with Casey, April, and Irma walking along the streets after a tutoring session and buying a gluten-free Pizza. Casey sarcastically thanks Irma for being their chaperone. A small, harmless rat is then seen making its way across the street and this automatically causes Casey to panic, making Irma wonder how a person like Casey could have such fears. Following the rat, however, an orange tabby cat shows up and April takes an immediate liking to it. While she decides to bring the kitty home (since it doesn't even have any tags on it), something is scrutinizing Irma from behind. After both Casey and April bid farewell to Irma for the time being, the strange something emerges from its hiding place and seems to attack Irma!!

Meanwhile, in the sewers, Leonardo is preparing to face off with his sensei, who has put on a blindfold. Leo asks if this is even the slightest bit unfair, but Splinter assures him that it is not. Leo then lunges at his sensei, both Katanas in his hands, but Master Splinter evades all of his attacks, explaining that, when one's vision is impaired, their only choice is to rely on any one of their secondary senses to both detect and outmatch their foe. After a little while longer, Splinter grabs Leo by the wrist and defeats him with ease, causing the other brothers to snicker at him. For some reason, Splinter then hits the three of them on the back of their heads. Then, the apparition of an all too familiar face flashes through his mind twice and he collapses behind his sons, although he stands up soon afterward. His eyes are then lit up with a bright red color. He scolds the Turtles loudly and is about to hurt them, but he's able to calm himself down, claiming that he must meditate to find the true source of what is bugging him.

Later, Donnie is seen trying to work out another Retro-Mutagen attempt, while Mikey is in his lab slowly licking an ice cream cone, causing some trouble, and spilling it all over his brother's desk by accident. Donnie then demands him to leave the area, but when a huge chunk of ice cream falls off and lands in a jar full of the solution, a guilt-ridden Mikey quickly hides it to prevent Donnie from getting enraged. Then, April and Casey enter the room. April asks them if they can look after the stray cat that she had just found, and Mikey instantaneously grabs it, having taken a liking to it as well. While Casey, April, and Donnie are talking, Mikey allows the cat to run amok on the table and it ends up licking the jar full of both the antidote (which contains a portion of Mutagen) and the ice cream. Soon, the cat's body starts to break down, and Mikey looks on in horror, greatly regretting what he has done. However, just when the cat appears deceased, it begins to reform, as its former body structure and the ice cream have somehow become an amalgam!! Mikey quickly takes the cat out of the room, without the others being able to take notice.

Meanwhile, Splinter is meditating in front of the picture of his family and tons of candles. Suddenly, the Rat King's face flashes through his mind again. Splinter then begins to struggle, telling the Rat King that he already defeated him. The Rat King, however, tells him that he cannot die at all, for he only lives as long as Splinter is alive. Splinter instructs him to get out of his head, but the Rat King refuses, intending to subjugating Splinter again and to find out how he managed to mutate (which is addressed later on). Splinter then comes out of the Dojo, wanting something from the fridge to put on his head - and possibly a cheesesicle. However, as it turns out, Mikey had just stuffed the kitty in here as well. When Mikey doesn't allow his sensei to open it, Splinter ominously replies to Mikey's behavior and starts to attack Mikey, along with Leo, Raph, and Donnie (while under Rat King's control), while Casey cowers in terror. The Turtles manage to grab their master's joints and pin him down at one point, but he then jumps free and claims that he will have to take over the city and then the massive world. Splinter then calms himself after this unlikely statement. He then notifies to his sons that The Rat King has made his return. Elsewhere, on a rooftop in the city, The Rat King is pondering over just what he could do to the human race and the Earth itself with such a prodigious supply of rats. He then orders dozens of GIGANTIC rats to start quickly invading the city.

Down in the sewers, the Turtles, Splinter, Casey, and April are watching a current news report about the humongous rodents invading the city, one by one, and the utter chaos that is resulting. The Turtles try to convince Master Splinter to help them stop the chaos that's occuring up above, but Splinter, knowing that the Rat King has grown too powerful for him, refuses to help them. Thus, the brothers, April, and Casey head out to try and lead the majority of the rats away from innocent people, but they end up failing miserably when Casey and dozens of other humans are taken by surprise and captured, becoming The Rat King's own prisoners. Casey wakes up in a cage alongside Irma, much to his dislike, and he disguises his voice so that she will not be able to recognize him. The Rat King tells the people that he won't hurt them, but he then reveals that he was able to find some Mutagen and turn regular rats into the humongous rats that they see. However, these weren't the soldiers that he wanted. The Rat King then plans to turn the ordinary people into rat people by injecting them with a certain syrum, thereby causing the 'rat-people' to start infecting other humans with their mutagenic saliva. Everybody overhears this plan and Casey narrows his eyes in disgust. Back at the lair, Master Splinter tells April and the Turtles that the Rat King peered into his mind and found out what makes him 'unique'. With this knowledge, he could potentially create a fierce army of rat-people. Nevertheless, Splinter is still defiant about working together with his sons on any rescue operation. Because of this, the Turtles and April are forced to head out alone after they prepare themselves for battle...

One of the Rat King's pet rats reveals to him that the syrum he created wasn't perfected; A repulsive, deformed humanoid is shown to further prove this claim...The Rat King remarks that alot of experiments can't be success stories, but he then unveils a syringe filled with a brand new mutagenic syrum. He then plans to transform Irma first, thinking that she is the perfect test subject, but the Turtles then appear to cease this plot. However, they had no clue that Splinter had made a change of heart and followed them there, hoping for the Rat King to get dethroned. After April releases Irma, she, April, and Casey all look for more switches to free the remaining human captives. Eventually, they all find a switch to lower the cages and the panic-stricken captives run out of the sewers, while the Turtles continue to fight. During the battle, Leo readies a scalpel to throw at the Rat King, but Aristotle on Rat King's shoulder sees Splinter and the Rat King easily takes control of the ninja master. Splinter nearly kills Leo with the scalpel, but Mikey unleashes his secret weapon (Ice Cream Kitty), and this puts an end to the villain's mind games. Leaving his sons to deal with all of the gargantuan rats, Master Splinter chases after The Rat King, jumping from one dangerous platform to the next. The Rat King soon sends a bunch of small rats down onto Splinter and, after some of his fingers are bitten, Splinter falls down a ledge. Nevertheless, Splinter ends up cornering the Rat King. Using his powers to read Splinter's moves, The Rat King puts up a strong defense against the ninja master, smirking at his control. However, after knocking on Aristotle off of the King's shoulder, Master Splinter seizes a bandage and covers his own eyes with it. With the Rat King no longer managing to see through him, Master Splinter takes a huge advantage in the fight and lets the villain fall off of a ledge and into the void. Bidding adieu to his 'king', Master Splinter walks off to rejoin his sons, his nightmare finally coming to a close.

Splinter's Wisdom

"Blind fighting is more than simply honing your senses. It is about perception and giving the illusion of control. You may think you have the upper hand in the situaton, do not." To Leonardo.

"Control is an illusion." (Rat King freaks out due to blindness) "It can be even more blinding than the inability to see. It can—" (Rat King screams as he falls off the platform and plummets) "send you over the edge." To the Rat King.

Character Debuts




  • The very title of this episode is a reference to the famous book known as Of Mice and Men.
  • The Rat King has tried the "rat people" scheme once before, back in the TMNT 1987 TV episode: Were-Rats from Channel 6. Instead of Irma and Vernon this time, however, he had captured Irma and Casey instead. Nevertheless, in both variations, he wanted to have Irma be the first person to get experimented on.
  • The title of the movie in the movie theater where a Giant Rat scared a man was titled, Food of the Vermin, which is a reference to the 1976 sci-fi movie The Food of the Gods.
  • The fact that Splinter blindfolds himself to prevent the Rat King from taking over his mind is similar to where in the Dreamworks movie How to Train you Dragon 2, Hiccup blindfolds Tooothless to prevent the Bewilderbeast from possessing his mind.
  • The way how Irma fainted is a nod to the 1987 TMNT series where Irma fainted in almost every situation.
  • When Irma goes over to mess with the controls to the giant fan, she has a sinister look on her face as if she knew what the buttons do and wanted something to happen. This may be one of the clues to her secret.
  • The Rat King has apparently named many of his rats, and has a use for each of them.
    • Aristotle - Seeing-eye Rat (Normal)
    • Caligula - Riding Rat (Giant)
    • Claudius - Siege Rat (Giant)
    • Nero - Siege Rat (Giant)
    • Commodus - Siege Rat (Giant)


  • The Turtles were in the Rat King's lair planning on how to save the citizens, staying quiet of course. But Leonardo yelled out "Let's go!", loud enough for everyone in the room to hear him. But no one heard Leo.
  • While the Rat King is on the platform above the abyss, he reads Splinter's mind as a last resort to escape. When he turns to do so, Aristotle doesn't appear mind-controlled (His eyes are missing the solid red attribute, and instead appear normal). However, when Splinter charges and the Rat King looks through Aristotle's eyes, the albino rat regains the red-eye appearance.


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