The city is in the throes of a garbage strike and an infestation of flies to boot. Bebop and Rocksteady go to a warehouse to steal equipment, they run into Baxter Stockman, who now has the ability to control flies. He forces Bebop and Rocksteady to bring him back to the Technodrome, where he and Shredder do not get along. Krang then tells him that he has a machine that could undo mutations if Baxter puts the city into submission in Krang's name. Baxter goes for it.
Meanwhile, the Turtles run across Baxter on the Tri-State Bridge. They follow him to a power plant, where he blows up the generator. This leaves the city without Electricity. April finds the turtle lost in the sudden darkness By using April's chopper, the Turtles confronts Baxter at a new baseball stadium. Shredder shows up soon afterwards. Up in the stands, Vernon walks out of the main room only to be startled by a swarm of flies. By stumbling into the stadium's pipe organ, vernon changes the game. The flies go crazy at the sound of music filling the stadium which helps the turtles break free. The turtles pummel shredder and company with baseballs until they run back into the module. Donatello then arrives to zap Baxter into another dimension, and the flies are now free & the garbage & fly crisis that paralyzed the city is over.
- April O'Neil
- Vernon Fenwick
- Burne Thompson
- Baxter Stockman
- Turtles ' Lair
- GJB Electronics Warehouse
- City Power Plant
- Le Fancy Shmancy restaurant
- Baseball Stadium
- Vinnie's Pizzeria
- Channel 6
- Tri-State Bridge
Home media releases
- Teenage Mutant Ninja Turtles Season 5
- Teenage Mutant Ninja Turtles: The Complete Classic Series Collection
- Bebop and Rocksteady's Transport Module has a sliding door rather than flip-up one when they surface outside the GJB Electronics Warehouse.
- When Shredder and the mutants arrive at the stadium, the interior of their Transport Module is drawn a solid grey with no seats to be seen. They're also drawn off model when they exit the module.
- Rocksteady's strap and dagger are missing when he falls onto Bebop after the flies turn into a big hand and toss him aside, and again when he and Bebop watch the Turtles ripping the roofs off the convertibles.