[The episode stars at Shredder's mansion]
Shredder: It's taking too long, Stockman. I grow severely impatient.
Stockfly: Sir, normal mutagen is unstable, and can warp your mind. With this new mutagen serum, I can control the outcome. But it will take time.
Shredder: Time is what I do not have. Every moment that passes, I lose more control of this city. My henchmen have grown… [Clenching with his paralyzed left hand.] useless. Heh, it is ironic that my most loyal servant is a lowly housefly. After everything, I must completely rely on you, Stockman.
Stockfly: Thank you, Master Shredder. I will not let you down.
[Later in his lab.]
Stockfly: I must be diligent. These old designs will be most awesome. [laughs.] Now is the time for Stockman-Fly to rise! For the glory of Shredder!
[Theme song]
[In the lair, Casey is playing a video game with Donnie, currently losing.]
Casey: Ha ha, yeah. Take this! And this! Oh, and how about three of these? Huh! Huh! And the winner is: Casey Jones! Cha-ching!
Donnie: Ah, old school games are stupid. I'm more into a modern, fully-immersive 3-D experience.
Mikey: I'll give you a fully-immersive P-D experience. "P" as in "Pizza," and "D" as in "Delicious. " Yeah, boy! [tosses some pizza boxes to the teens.]
Raph: What, this is all we get, Mikey? And you keep the rest?
Mikey: You're right, brah. I'm being greedy.
[Mikey tosses a pizza on Raph.]
Raph: Remind me to smack you later.
April: Raph?
[Raph flicked a roach away.]
Casey: [confused] You're not freaking out?
Raph: Eh, after you've been to a planet full of bugs, nothing bothers you anymore.
Donnie: Even after Mona Lisa betrayed you, and you were almost eaten by a giant scorpion monster?
Raph: Can we drop the Mona Lisa thing already? Seriously!
April: Well, it's awesome you got over your bug phobia, Raph. That's really hard to do.
Leo: All right, ninjas, finish fueling up fast, 'cause we're heading out on patrol. Shredder's out there somewhere. Who knows what he's cooking up? Robots? Mutants? Maybe something even worse.
[In his lab, Stockfly is working on mutating and he stole a mean business man so he can mutate an army of bugs.]
Businessman: Listen, you disgusting vagrant. You don't realize how valuable my time is. Let me go! I have a meeting with the shareholders at 9:00 a. m. sharp! If I miss that...
Stockfly:[laughing.] What you won't be missing is your appointment with mutation. You will soon become a half-beetle, half spider, super mutant! [laughing.] Drop him!
[A pair of jaws snapped the rope.]
Businessman: You'll be hearing from my lawy-ahh!
[The man falls on the mutagen. Once Stockfly flies back to his desk, the man transforms into a disgusting spider freak. Stockfly followed the trail of ooze and found Scumbug, half roach, half spider on the ground.]
Stockfly: Finally, now I get to be the boss. I can order you to be my friends. We will watch sci-fi movies. Eat candy, play Mazes and Mutants. And cause total chaos and destruction! But first, we must replenish the Master's money vaults. And there's no better way than the old-fashioned way. If you need money, steal it! [laughs]
[Later on the street, April and Donnie are in the Party wagon.]
April: So what's the plan, D?
Donnie: We each take a borough, looking for any signs of Shredder activity.
April: Um, Brooklyn is huge, Donnie. Needle? Haystack?
Donnie: We should be able to turn up something as long as the whole team stays focused.
[On the rooftop, Mikey is arguing with Leo which show is better.]
Mikey: No way, dude! Crognard is like the greatest cartoon ever!
Leo: Hello, are you serious? Space Heroes! Captain Ryan! I mean, come on! Didn't you see the episode where they fought the Cortexicons?
Donnie: I hate to break up this vastly important conversation, but any signs of the Foot?
Mikey: Nada, Bromeo.
Casey: This is pointless. Shredder's out of commission.
Raph: We don't know that! He could be out there right around the corner.
Both: Huh?
[They hear an alarm.]
Raph: Um, I say we patrol in that direction.
Casey: Yes!
[In a bank, two cops held out their guns.]
Jim: Come out with your hands up.
[Scumbug emerged from the shadows.]
Scumbug: [growling.] Which ones?
[Stockfly and another ant like mutant arrive.]
Bill: What the heck are they, Jim?
Jim: Dirty, filthy hippies. Let's take 'em down for the good ol' U. S. of A.
Scumbug: StupId cops.
[He grabs them by the leg and tosses them aside.]
Stockfly: Get the cash!
[The ant looked at him.]
Stockfly: I am your boss! You listen to me! Or no candy.
[He lifts up a candy bar. The ant begins to lay eggs and another ant comes out of its abdomen. Once there are three ants, they enter the bank and started stealing money bags.]
Stockfly: [cheerfully] Yes, yes! They're listening. They like me. They really like me!
Casey: Okay, so not Shredder, but got to say, these insect dudes look pretty cool. But just 'cause you have a sweet thorax doesn't make you too cool to squash. Right, Raph?
[Raph seemed very scared.]
Casey: Uh, hello? Earth to Raph? Goongala!
[He starts to attack, whacking the bugs until the ant grabbed the hockey stick with its mouth.]
Casey: Whoa, look at this one, Raph. Those dripping mandibles are so cool and deadly-looking.
Raph: Yeah. Mandibles. Great.
Casey: Call me the Exterminator, 'cause I'm here to swat some bugs.
[Raph screams in horror and starts to hallucinate.]
Raph: Bugs! Too many bugs! Ah! Dregg? It can't be! Ah! Mona Lisa? Ah! No! Not you! Anybody but you!
[He screams.]
Casey: Snap out of it! Kind of need a little help, dude.
[Raph runs away, leaving Casey alone]
Casey: Ah, totally not cool.
[The bugs pinned him.]
Stockfly: Excellent. This human ally is part of our haul now. Bind him!
Scumbug: With pleasure, Dexter.
Stockfly: [irritated] It's Baxter. Baxter. Baxter!
[The monster spits slime at him.]
Casey: Ah, sick! It's like, seeping into my undies, brah!
[Meanwhile.]
April: They have to be near here.
Donnie: Yeah, their T-phones pinged off a nearby cell tower not long before we lost contact.
[Mikey leaped down into the alley, followed by Leo.]
Mikey: What up?
Leo: Knowing Casey, they probably got into a pickup street hockey game in the Bronx.
Raph: Get away, get away, get away, get away, get away!
Mikey: I hear a voice, but no way it's Raph. It's way too high and whiny.
[Raph screams. They looked and found Raph in the dumpster.]
April: Raph? Oh, my gosh. Are you okay?
Raph: No, get off of me! Get away! I don't want to be eaten.
[They carry him out.]
Mikey: I got this. You just have to be sweet, sensitive, and caring.
[He slaps Raph back to his senses.]
Raph: Ow! Mikey! Why you ..You ...You snapped me out of it. Thanks, little bro.
Mikey: No problemo. That's my role in the group: to bring sanity.
Raph: [sighs.] So where are they? They got away, didn't they?
Leo: Define "They. "
Raph: Stockman's got two new mutants. An ant that splits itself into copies, and a big buggy spider freak. They got away with millions of dollars and Casey because of me.
Donnie: Um, are you sure it wasn't part of your hallucination? I mean, why would bugs need money?
Mikey: Because they want to buy jetpacks. It's lame having to use your wings all the time, dude. Trust me.
Leo: We have to get Casey back. Raph, show us where all this went down.
[Raph lead them the way where they attacked and find Casey's hockey stick.]
Leo: Casey's goalie stick. Donnie, you have anything?
Donnie: Well, looks like we're not gonna be able to track him by GPS.
April: There's another way to track them.
Donnie: A telepathic scan?
April: Tracking mutants is way easier than tracking humans. I've been practicing with my Aeon crystal.
[She used her crystal. Meanwhile, Scumbug had hanged Casey upside down.]
Scumbug: Oh, yeah. I am a true artist.
Casey: Really funny. Keep it classy, Scumbug.
Scumbug: That's slander, you vile monkey.
Casey: You really have bug-sized brains, don't you? This hideout is weak sauce.
Scumbug: How about one right there?
[He vomits him.]
Stockfly: Get him! [laughing.]
Scumbug: No, the filthy human is right. When the Turtles realize their pet monkey is missing...
Stockfly: This is going to be the first place they look! We need a new hideout.
Scumbug: Someplace fortified. Hard to reach.
Stockfly: But first, we solve a bigger problem. One that is destroying Shredder's empire. Karai!
[At the lair, Karai's ninjas report her from their search.]
Karai: Well?
Ninja: No sign of the Shredder. He must no longer be in the city.
Karai: Go! Keep looking. Take your search to New Jersey, upstate look everywhere. Now, leave me.
[They leave and see that ants are crawling all over.]
Karai: What the...
[Glass breaks threw, allowing the ants to get in as Stockfly and Scumbug enter.]
Karai: Stockman?
Stockfly: Karai. No ninjas to help you?
[Scumbug throws down the knocked down ninjas]
Karai: Of all the freaks Shredder would send to take me down, he sends his lowly bug.
Stockfly: I am his indispensable ally!
Karai: I can't wait to dispense with you.
[She charges until Scumbug restrained her.]
Karai: Okay, that's just gross!
[The ants attack her as she kicked them until Scumbug spits webbing, knocking her up to the ceiling.]
Stockfly: First we will end you, then we'll get those stupid Turtles.
Mikey: Who you calling stupid, stupid?
[Mikey knocked Stockfly down. Karai looked and saw tha that the turtles arrive. ]
Leo: You just can't seem to keep away from us mutants, can you?
Karai: Just get me out!
[Leo sliced her free before he is attacked by Scumbug.]
Mikey: Back off, Antrax! Wow, see how fast I came up with that?
[Ants landed on Mikey. Scumbug grabs Leo.]
Leo: Little help?
[Leo is being flown forward by Scumbug.]
April: We need some wings. These guys are too- whoa!
[Stockfly grabs April.]
Raph: Ah! Mandibles!
[Raph starts to hallucinate again.]
Raph: Mona.
[He screams as bugs surround him]
Raph: I'm coming! Hold on, Mona Lisa!
[Donnie and Mikey groan in disgust seeing that Raph is kissing an ant. He screams.]
Raph: Was I... I was gone again! What happened?
Donnie: The bugs not only got Karai, they got April and Leo, too!
Raph: Oh, no.
[Back home, Raph had his arm bandaged.]
Raph: I'm fine, Master Splinter. We need to find the others. Those buggy freaks have 'em.
Splinter: If you do not allow yourself to heal, you will be of no help to anyone. This wound runs deep.
Raph: It's just a bug bite.
Splinter: I speak not of the wound here, but of the wound here.
Raph: [sighs.] I thought I was past my bug phobia. But clearly I'm not, and the team's suffering because of it.
Splinter: It takes time, my son. Damage to the mind and spirit are no less grave than injuries to the body.
Raph: But Sensei, I was on an entire planet of bugs. That should have cured me just by exposure, right?
Splinter: Not necessarily. It is clear that you are still shell-shocked.Pardon the pun.
Raph: What do I do to get un-shell-shocked?
Splinter: Find your center. Meditation will enlighten your path.
Raph: No offense, Master, but I don't think daydreaming will help.
Splinter: Not daydreaming. Meditation. I will teach you a personal mantra to chant. It will focus you. Kore wa nanimo imi shinai. Kore wa nanimo imi shinai. Repeat.
Raph: Kore wa nanimo imi shinai.
Splinter: Yes. Continue.
Raph: Kore wa nanimo imi shinai.
[In the lab]
Mikey: Wow, dude! Is that a girdle? Looks comfy.
Donnie: It's not a girdle! It's something I started before we took off for space. With these air-launched grappling hooks, we can travel vertically up a building, or at any angle we want, like Stockman-Fly and his bugs! You know, in theory.
Mikey: Then let's put that theory into practice, yo!
[He tested out the machine.]
Donnie: No, no, no. Wait, wait, wait.
[He yells as he crashed into the walls Mikey dodged before he caught Donnie.]
Donnie: [cheerfully] It worked!
Mikey: We rule! Booyakabunga!
[Above, Stockfly flies up above the construction.]
Stockfly: This is the perfect new lair. High up in the clouds, where an insect belongs. We'll fill the place with money and riches for Master Shredder.
Scumbug: He's right. We don't need anyone now, Baxter. That money belongs to us!
Stockfly: [annoyed] No! It is about loyalty! Friendship!
[April, Leo and Karai are sustained together on the web along with Casey.]
April: Um, Tyler? Hello? What about us?
Stockfly: Why, you will make a wonderful organic food supply.
Karai: Food supply? You're going to eat us? He's going to eat us?
Scumbug: Boss! They're coming.
Stockfly: The trap is set! Ready your webs.
Raph: You just had to be Turflytle, didn't you?
[Mikey is in his costume,]
Mikey: Are you ready, buzz buzz? Ninja harness away!
[He flies off and the others follow.]
Stockfly: They'll never get past us, my insect brothers.
[The turtles knock them down.]
Stockfly: Wha? After them!
April: Guys!
Casey: All right!
Donnie: Picnic time's over, you pathetic drone.
[He uses his grappling hook and kicks the ant away.]
Casey: What are those harness things? Why don't I have a harness thing?
[Mikey flies around laughing. trying to invade Scumbug. Scumbug grabs Mikey and throws him right at the column.]
Scumbug: What? A fellow bug?
[He gets smoked by a smoke bomb.]
Mikey: It worked! I'm in your head, fool!
[Scumbug snarls. Raph tackles Stockfly all the way down and leaps over to the steel path. Raph looked at the bugs as his fear started to get to him.]
Raph: Master Splinter said to focus. Kore wa nanimo imi shinai. Kore wa nanimo imi shinai.
[He begins to attack the ants and gets to the top and frees Leo, slicing the webbing.]
Leo: Finally!
[He frees Karai and April.]
April: You ready? Today?
Karai: You better believe it.
[The girls begin to fight.]
Casey: Get me out! I'm missing the fight! [gets free] Yes!
Scumbug: I'm gonna tear you apart, reptile!
Raph: Come get some.
[He kicks the bug and then kicks him to its death.]
Mikey: Buzz buzz!
[Mikey knocks an ant down.]
Raph: Thanks, Turflytle.
Mikey: Buzz, buzz, buzz, buzz, buzz. That means, "No problemo, my brother. " Look out!
[They dodged a crane.]
Stockfly: You're in my house now, homiezz.
[He spins the crane around, damaging it. The teens dodged as Karai knocked Stockfly out. The fly landed in the web.]
Leo: We did it! Great job, team.
Casey: You got to be kidding me. These jokers are still kicking?
[Scumbug and Antrax are coming right at the teens. Leo sliced it down, crashing the bugs. Stockfly gets himself free from the webs.]
Stockfly: Good-bye, my friends. [leaves]
Scumbug: No! Boss! Wait! Oh. What about us?
Leo: Well, at least we got the money. And Stockman's bug-thugs.
Raph: Abandoned, huh? Some friend he was to you guys.
[Back home]
Raph: Master, thank you. Whatever that mantra was, it worked.
Splinter: You are quite welcome, my son.
Raph: So, um, what did it mean, anyway?
Splinter: It is Japanese for, "This means nothing."
Raph: it isn't some magical chant?
Splinter: No. The mantra meant nothing. Just as fear means nothing. Neither of them has any power, except the power you give them in your mind.
Raph: Whoa. That's deep. I think I get it, Sensei.
Splinter: Good. Now, do not tell your brothers. I might use that trick on them one day.
[At Shredder's mansion.]
Stockfly: Master Shredder, I have to report that my mission was a failure.
Shredder: Stockman... Your mutagen drip.
Stockfly: Y-yes master?
Shredder: It's working. It's finally working. [laughing.]
[Shredder's hand grows spikes, ending the episode]