[The episode begins with Shredder's old friend, Steranko, who is coming to the realization that he desires to have the Shredder's distinct Helmet to go along with his own collection of trophies.]
Steranko: Alexander the Great's breastplate. The Spear of Destiny. Excalibur. Is most greatest collection of all time, da? But is missing one thing. Shredder's helmet. The legendary Kuro Kabuto. If someone could obtain for me, I maybe....forget terrible past misdeed, huh?
[Steranko has been greeted by a man, who has a purple suit and light purple mohawk. He is a master thief and his name is Anton Zeck. Despite his reputation, he is very funny and comedically humorous.]
Anton Zeck: So, if I steal the helmet, you'll forgive me for my little mistake?
Steranko: [Growls furiously.] "Little mistake"? You shoot me in eyeball.
Anton: Not on purpose. Anyway, you got that cool new eye. You used to be just another arms dealer, but now it's like, oooh, check out the cool eyeball guy.
Steranko: I should pop your head like blueberry.
Anton: Relax, Steranko. I'll get you that helmet.
Steranko: Is in Shredder's lair, highest security. Tell me, Mr. Zeck, why you think you can steal it?
Anton: See your Spear of Destiny there?
[Zeck points to what appears to be the Spear of Destiny next to Steranko.]
Steranko: Da?
Anton: Lick it.
[Looking gruff, Steranko walks away, looks at the spear and licks it. He throws the fake spear on the ground, looking angry.]
Steranko: [Grunts.] Is made of marzipan.
Anton: I stole the real one yesterday. [holds up the real spear]
Steranko: [angrily grabs the spear] Just watch step. I have sent five men to steal the helmet, one after other. Nobody ever come back. That Shredder, he has eyes in back of head.
Anton: [Laughs.] Those eyes won't do him much good.
[Anton, smirking, activates the button of invisibility, which causes him to get invisible. Cut to the Shredder's photos as Zeck's giggling was heard.]
[Theme song.]
[In the turtle's lair, Splinter in his dojo, mourning about Karai's imprisonment in the last episode, Leo watches his sensei with a sympathetic expression on his face. Leo decides to not bother his master and goes to the living room. Leo exits the dojo, dejectedly as Raph arrives with pizza.]
Raph: Pizza's here.
[Mikey and Donnie turn around excitedly to see the pizza.]
Mikey: You got one pizza? I'm like a two pizzas all by myself guy.
Donnie: Would you relax?
Mikey: Pizza is mine. Booyakasha!
[He throws a smoke bomb.]
Raph: [irritated] Mikey!
Donnie: [upset] I cannot believe you'd do that.
[Mikey is on the ground searching for the pizza.]
Mikey: Ah! Where's the pizza?
Leo: How can you guys fool around like this when Karai needs our help?
Raph: Ugh, not this again.
Leo: We have to rescue her.
Raph: Look, maybe she believes Splinter is her father, but she was still raised by Shredder. You think she's gonna turn on him just like that?
Leo: Yes, I do. Now am I the leader of this team or not?
[Everyone thought it over.]
Raph: More or less.
Leo: More or less? So I'm only the leader until I tell you to do something you don't want to? Ugh, fine. I'm gonna check out Shredder's lair, see if it has any weak points.
[Leo leaves. Donnie and Raph glare at each other and finally give up on dissuading Leo from saving Karai.]
Donnie: Wait. We'll come with you.
Raph: But this doesn't mean we're going in.
Mikey: [searching around] Pizza. Pizza. Pizza? Pizza?
Raph: Come on.
[Raph drags Mikey by the shell. Meanwhile at Shredder's Lair. Karai is busy sawing the bars, but hears a maskless Shredder heading to her cell.]
Shredder: [Trying to comfort her while justifying his actions.] Karai. You must know I never wanted this to happen. Splinter is your father, yes. But it would've been wrong to allow you to be brought up by scum like him. I did what I had to do, what I knew was right. I.. I hope that one day you will understand that.
[As Shredder walks away, Karai lifts her head up, opens her mouth revealing a coin with an edge and starts to cut her way through the bars. Meanwhile, Anton is sneaking his way into the lair. He uses his plasma to cut the glass and turns invisible. He went down the rope and decloak. Zeck went to the throne room's chair and put on his vision goggles.]
Anton: [smirking and cracking his fingers] Let's do this like Brutus.
[Razhar and the bots arrive]
Rahzar: Footbots, search the place.
[Anton pressed the code and opened up the case where the helmet is.]
Anton: Aww yeah, come to papa.
[He takes the helmet, puts it in his bag, plugs in the bag to his invisibility tech and disappears. Rahzar sees that someone just stole the Kuro Kabuto.]
Rahzar: Someone stole the Kabuto. [Growls.] I can't see him, but I can smell him. [Sniffs.]
[He punches Anton and loses his invisibility, hurling into the glass portion of the lair.]
Anton:[Rubbing his back.] Dang, he's even worse than Steranko said he was.
Rahzar: Footbots, destroy him.
[Anton began to use his plasma mohawk and destroyed a few foot bots.]
Anton: Come on, come on, come on.
Rahzar: Hah, what's that supposed to...
[He got stuck in glue and fell.]
Anton: Just a little glue. No hard feelings, Zombie Wolf. [throws a disc onto the window] I'm just doing my job.
[The window explodes. Anton leaves as he escapes with the helmet before he tossed a card onto the werewolf's head. Rahzar struggles to escape. Shredder appears, having heard the loud noise.]
Shredder:[gruffly] Bradford, what is going on here?
Rahzar: [scared] I'm sorry, Master Shredder. He... he got your helmet.
[Shredder snatches the card from Rahzar and looks at the card.]
Shredder: "Anton Zeck: Master thief. " [crumples the card in anger.] Get me... everyone!
[Outside the Shellraiser]
Leo: I'm thinking we might have better luck if we tunnel up from underneath Shredder's lair.
Mikey: Ooh, what if we tunnel down from above? That'll really confuse 'em.
Raph: You can't tunnel down from... ugh! We're not tunneling from anywhere. We can't do this. Karai was raised by Shredder. She's one of the bad guys.
[Donnie sees something on computers. One computer is normal and the other computer has infrared light. While Zeck can’t be seen on a normal camera, he can be visibly seen in an infrared light camera. Donnie sees this.]
Donnie: Huh? Is that a guy? Leo, hit the brakes. Hit the brakes!
[Leo stopped the Shellaser and Anton crashed down. They look outside.]
Mikey: What did we hit?
Donnie: A guy. An invisible guy! He only showed up on infrared.
Leo: Is this a Kraang thing?
Donnie: No idea. We'd better find him.
[Raph finds the bag. When Raph opens it to identify what is inside, he looks shocked. Meanwhile, foot bots appear on the rooftop.]
Raph: Guys, you aren't going to believe this. [takes out shredder's helmet. The turtles gasped at what they saw.]
[The foot bots arrive on the ground and on rooftops brandishing their weapons and surrounding the turtles.]
Donnie: What's the plan?
Leo: Oh, you know, kick, punch, stab.
Mikey: Right in my wheelhouse, brah.
[The foot bots begin to attack. Raph stabbed the foot bots and kicked them while Leo sliced the bots away.]
Mikey: Come and get some, sucka fool.
[Mikey knocks down a few foot bots before being kicked.]
Donnie: Let's get out of here.
Mikey: Booyakasha!
[They disappears into the shellraiser]
Leo: Raph, you got that helmet?
Raph: You know it.
[Zeck throws a tracking device at the truck]
Anton: Zeck is coming after you, my ectothermic friends.
Shredder: You will find my helmet. Until it is returned to me, you will do nothing else. Nothing!
Fishface: Uh, Master Shredder, can't you just get another helm-
[Unfortunately, he was slapped by Shredder as he tells them about The Foot Clan’s origin.]
Shredder: That helmet, the Kuro Kabuto, has been the symbol of The Foot Clan for over 1,500 years. The clan's founder himself, the dreaded Koga Takuza, was said to be the greatest ninja in the history of Japan. His skill with a blade was greater than any Samurai. Takuza laid waste to warriors and rulers alike. He stole the sacred totems of his defeated enemies and fused them into an alloy stronger than steel. He himself forged the Kabuto, and it has survived undamaged to this day. I am sworn to protect it with my life. You will find it, and you will bring it to me. [uses his steel claws as Fishface dodges] Understand?
Fishface: Ew.. uh... Yes, Master.
Shredder: Xever, you go with the fly. Tiger Claw, go with Bradford. [Turns around to walk back to his throne.] Do not fail me. I promise you, the consequences will be dire.
[Later outside, Fishface and Stockfly look around.]
Fishface: We'd better get that helmet back. Otherwise we'll have to keep looking at Shredder's gross face.
[Stockfly buzzes]
Fishface: Blech, he looks worse than you. [Stockfly buzzes angrily.] Don't get mad at me. You know you look nasty.
[Stockfly buzzes sadly, hurt by this remark. He flies off. Meanwhile with Tiger Claw and Rahzar.]
Rahzar: [Sniffs.] The scent is faint, but I think he went this way.
Tiger Claw:[Sniffs.] This way. He's on foot. But he's got [Sniffs.] Devices. Electric motors, faint whiff of ozone.
Rahzar:[Growls. Intrigued.] You've got a good sense of smell for a cat.
Tiger Claw:[To Rahzar; sternly, yet respectfully] We are warriors. Can't we fight side by side without letting species get in the way?
Rahzar: Absolutely. Xever is always saying, "oh, Tiger Claw must hate you, because you're a dog. "
Tiger Claw: [Outraged, finding it absurd.] That's ridiculous.
Rahzar: [Humorously.] I know, right?
[They both continue on]
Tiger Claw: [Slightly comedic.] Although I do want to eat him because he's a fish.
Rahzar: [Annoyed groans.] I want to eat him just to shut him up.
[Meanwhile with the turtles]
Leo: This is perfect. Perfect!
Mikey: Yeah! Wait, what?
Leo: Shredder's helmet. We can trade it for Karai.
Raph: You're delusional, you know that?
[Anton begins to follow them while he uses electric wires to get across the buildings.]
Anton: Ha ha! Hello there, reptile buddies.
Raph: How many times does Karai have to try to kill us before you get that she's not on our side?
Leo: You're wrong about her, Raph.
[Zeck began to use his plasma to knock the tank back.]
Anton: Oooh. Hooo. Wow to the wow.
[He looks and finds Tiger Claw and Rahzar when he rides down the building.]
Anton: There are so many freaks around here. This town is really going downhill.
Tiger Claw: They have the Kabuto.
Rahzar: So we get to retrieve Shredder's helmet and crack some shells. Life is good.
[They began to attack the turtles who had come out. Leo kicked Tiger Claw just as Raph grabbed the helmet.]
Leo: Don't let 'em get the helmet.
[Donnie swings Mikey right at Tiger Claw, knocking him down as Raph attacks. Mikey then takes the helmet.]
Leo: Come on.
[Leo and Donnie climb to the top.]
Mikey: Heads up, Dee, hot potato.
[He tosses the helmet to Donnie.]
Donnie: Got it.
[The others made it to the rooftop and were stopped by Fishface and Stockfly.]
Fishface: I believe you have something we need.
Mikey: Deodorant, got it.
[Stockfly tries to grab it but Mikey chains him and gets dragged. Raph tackles Fishface, but is thrown out. Mikey crashes right into Fishface as the two mutants fall to the ground. Fishface pushes Mikey off of him.]
Fishface: Hey! Watch it, Buzzkill.
Mikey: Ooh, Buzzkill. That's totally what we should've called him.
[Stockfly spits acid at them.]
Mikey: Dude's got a gazillion eyes. You'd think his aim would be better.
[The billboard falls on top of them, much to Leo's horror. Leo began to pull the billboard but it was too strong.]
Mikey: Ugh, Leo, is that you?
Raph: It's no use, Leo. Just go. Save Karai. We'll take care of ourselves.
Leo: Got it. Freaks, I got your helmet!
Tiger Claw: You two, finish the Turtles. We'll get the Kabuto.
[Leo runs off with the helmet as the enemies chase him. Raph began to use a smoke bomb.]
Leo: Come and get me, losers.
[He hides in a dumpster.]
Tiger Claw: Over there.
Leo: Smooth. Is that? Ugh! Diapers!
[Leo escapes the dumpster, he was about to leave, but he bumped into someone. It's Zeck.]
Leo: This what you're after, hmm?
[He delivers Zeck a kick]
Lep: Nice haircut, buddy. Here's your bag. Now have fun with your friends.
Anton: Oh, no, no, no, no, no, no, no, no, no, no, no, no. Aw, man. They messed the plug up.
Rahzar: He has the helmet. You know this is going to hurt, right?
Anton: You don't scare me. All I have to do is drop this bag, and you fools will never find me [turns visible] anybody got any double a batteries? Anybody? [gets knocked down] Just don't bust my sunglasses, okay? They're kind of like my thing.
[A helicopter came in and Anton grabbed on. He climbs on. Stockfly chases him, spitting Acid. Anton threw a bomb at him, causing the bug to crash. He climbs into the helicopter.]
Steranko: You got it, the helmet?
Anton: It's my thing. Of course I got it.
Steranko:[Sniffs.] Why am I smelling the baby poops?
[It turns out, Leo had switched the helmet with diapers. He loomed over at Zeck threateningly.]
Steranko: I going to pop your head like blueberry.
Anton: You know, that's to be expected.
[Leo heads to the Shredder's lair with the real Kuro Kabuto.]
Shredder: Why does the fly walk into the spider's web?
Leo: Because all the spider's henchmen are out.
Shredder: Ah. You've come to make a trade?
Leo: The helmet for Karai.
Shredder: Very well. She'll have to be brought up from the dungeon.
[Leo becomes stunned by Shredder's ruthlessness by keeping Karai in the dungeon.]
Leo: You raised her from infancy and now you lock her in a cell? How can you do that?
Shredder: In any conflict, the winner is the one who is prepared to do what the loser is not.
[The footbot brought Karai covered in a sack to her knees.]
Karai: Let me go.
Shredder: Now, the Kuro Kabuto.
Leo: How do I know you won't attack me as soon as I give you the helmet?
Shredder: Of course I'm going to attack you. Did you think you were getting out of this without a fight?
[Leo puts down the helmet and Leo and Shredder draw their weapons. Shredder begins to attack Leo, who is on the defense, and ends the fight by kicking him to the wall.]
Shredder: Ugh, pathetic.[He growls as he thrusted his claws at Leo, but Leo dodges it.] But that is to be expected when your Sensei is a weak willed coward like Splinter. You never should've tried to do this alone.
Raph: He didn't.
[He looks and sees the turtles]
Leo: Guys!
Raph: Couldn't let you have all the fun.
Donnie: And none of us wants to tell Splinter we didn't try to save his daughter.
Mikey: Now let's take Shredhead down.
[Raph tosses some shurikens at the charging Shredder, whom the later blocks it.]
Shredder: Give me that helmet.
[They toss it around while fighting the Shredder. Mikey fights the Shredder, who throws him away, then kicks Leo away after he attacks him.]
Shredder: You fools really believe you can defeat me?
Mikey: No. But we kept you busy long enough to get Karai.
Shredder: [Snarls.] You'll never get out of here alive.
Donnie: You want it? Take it!
[Donnie throws it and Shredder catches it. Shredder looks at the helmet to find a grenade as it explodes. Shredder becomes disoriented by the grenade, finds the turtles are nowhere and puts on his helmet. Shredder should have felt angry, but he chuckled knowing something that the turtles do not.]
Leo: Thanks, guys.
Raph: We had to come, Leo. You're the leader, right?
Leo: Eh, more or less. :Now, let's get her out of this sack.
[He lifted up the bag, only to realize that it was not Karai. It's a bomb!]
Donnie: That's not Karai. It's a bomb!
Leo: Not cool.
[the bomb explodes]