01PLOT

A scientist holding a glowing circuit board is chased into an alley by two thugs, who are then stopped by the Turtles. A fight ensues for the board, which falls down a storm drain. The scientist, Herman J. Melish, begs the Turtles to get it back for him, saying it would be catastrophic if it fell in the wrong hands.

The Technodrome is having computer issues because of the recent volcanic eruption.

Meanwhile, Baxter Stockman is flying through an dimensional limbo with his computer friend Z, who now resembles a desktop computer. They spot a dimensional wormhole (or an "electric donut yum yum" according to Baxter) and fly into it. It happens to deposit them in the New York sewers, just as the circuit board lands nearby. The computer reveals that it can turn energy into matter, and when inserted into the monitor, allows Z to grow a translucent blue body.

The Turtles examine a plaster case of Baxter's footprint, and Splinter deduces that it's the footprint of a giant fly.

Meanwhile, Z is taking over Channel 6, sealing everyone inside, and Baxter rampages through the building in search of April. The Turtles rush off to save the Channel 6 personnel, which is exactly what Z wants to happen.

Krang detects Z's presence at Channel 6, and wants Shredder to steal the most powerful computer so it can be installed at the Technodrome.

When the Turtles show up, Baxter uses a weapon made by Z to instantly tie them all up with energy ropes. He then drags them to a clock tower where he ties them to the components of the clock (such as the bell or the cogs), which will kill them at midnight. When Shredder arrives on Earth, Z tips him off that Baxter is doing so, knowing that Shredder will never tolerate someone else killing the Turtles.

Shredder does indeed show up just before midnight, just as Leonardo manages to free himself from the hour hand and save the other Turtles. While Baxter tries to capture Shredder, the Turtles use a massive spring to send themselves flying towards the Channel 6 building.

They arrive just in time to save April, Vernon, Irma and Burne from Z's electrical tortures. Meanwhile, Shredder orders Bebop and Rocksteady to seize the computer, just as Baxter arrives to defend his best friend. Mellish also arrives to ask if they got his invention back, and revealing that he had a self-destruct button all along. The only reason he didn't use it was because he wanted to profit from his invention. Leonardo pushes the button, destroying Z except for a single circuit board.

Clutching the circuit board, Baxter chases after Shredder into the portal, but it's shut down before he can get through, stranding him in another dimensional limbo.

02OBJECTS, VEHICLES & PLACES

OBJECTS & VEHICLESComlinkSolid Energy GeneratorTurtlecom

LOCATIONSChannel 6 BuildingCity streetsClock TowerCoffee & Tea shopTechnodromeTurtle Lair

SPECIESHumanMutant ratMutant rhinocerosMutant turtleMutant warthog

03SCREEN GRABS

9 frames. Screencaps via Turtlepedia (CC BY-SA).

04MEMORABLE QUOTES

Baxter: Ohh! Sometimes I wish I had a fifth hand! Raphael: Awww, Don't fly off the handle, Baxter! Baxter: Not funny! Not Funny!!! Raphael: _(to camera)_ Nobody likes puns anymore!

05NOTES & GOOFS

When the clock tower gear debris showers Shredder, Baxter, and the mutants, the colours on Rocksteady's dagger handle and sheath are switched.
When Donatello unveils the plaster cast of Baxter's footprint in the lair, he does so in the Turtles' kitchen, but the scene switches to the guys' bedroom area at the beginning of Act Three.
Only three of the Turtles, sans Leonardo, are seen arriving at the spot where Baxter and Z had left to go topside and Raphael is seen speaking twice with Leonardo's voice.
When Shredder tells Krang that they can't function without a computer, the right back side of Krang's android is coloured grey.
How does Z know what April looks like? Perhaps he’s seen her when she was interviewing the archaeologists that discovered the Pandimensional spacecraft he was on that they mistake for a temple.
How did Mellish know that the Turtles were at Channel 6 at the end?
After the Turtles get out of the clock tower, Leonardo speaks without moving his mouth.
Baxter doesn’t seem to know April, despite meeting her before in "It Came from Beneath the Sewers" and "Return of the Fly".

06TRIVIA

First appearance of Z outside his ship, as well as the first time he is given a face.
A new title sequence is introduced this episode.
Baxter has become more fly-like in this episode, being easily distracted and confused, losing most of his scientific smarts, and craving sugar.
Raphael breaks the 4th wall by saying "nobody likes puns anymore" when being tied up by Baxter.
Donatello's lecturing about destroying property was likely making fun of BSn'P (Broadcast Standards and Practices) at CBS not allowing the turtles to break down the door of Channel 6 because it was "imitable behavior."