When simultaneous threats from the Purple Dragons and Baxter Stockman's mechanical M.O.U.S.E.R.S force the Turtles to split into two groups, Donatello and Michelangelo must prove that their "B-Team" is just as valuable as Leonardo & Raphael's "A-Team".
The episode begins with the Turtles right in the middle of one of their weekly training sessions. As per usual, Leo and Raph begin to argue over nothing but a trivial matter (how one another are constructing their moves). Master Splinter, having had more than enough of the two's bickering, strikes the pressure points in their necks and then tries to distract them momentarily by telling them that the two must team up against Donnie and Mikey in a brief fight. Both Donnie and Mikey quickly accept the challenge (as they are greatly offended by Raph and Leo's comments that they are not all that worthy opponents), and yet are defeated very quickly.
Meanwhile, Dogpound bows down before The Shredder and informs him that, the Purple Dragon gang agreed to raise the cut up to 80% without complaints. The Shredder replies that he is quite pleased with the advantages of Dogpound's mutated form, but he is quick to remind him of their one and only painstaking goal: Finding Splinter. Dogpound then opts to tease Fishface (who is now confined to the huge water tank below the walkway that is there) about his useless form as a fish. Shredder also verbally points out how Xever is quite useless as a fish, but the villain then quickly changes subjects and orders Dogpound to intensify his efforts furthermore and provide him with some plausible lead on Splinter's whereabouts, regardless of what it actually is. If he does not, Dogpound will end up receiving yet another small punishment.
Back at the lair, Leo and Raph are still giving Mikey and Donnie a hard time about everything (even using the show Space Heroes to reflect on the ranks that Donnie and Mikey bear within the group) and label them "The B team". April then interrupts and comes in, informing the Turtles that the Purple Dragons had just mugged her and stole her phone as well. The boys then decide to set out and get the phone back, but Splinter cautions that a simple phone is surely not worth the risk of a prodigious fight and April chooses to agree. However, the boys see no potential danger from the little gang whatsoever and leave anyway, leaving Splinter and April alone to continue her training.
The Turtles soon break into the Purple Dragons' hideout and they easily defeat the three gang members, with Leo and Raph primarily carrying the fight, much to Donnie and Mikey's utter annoyance. They then all demand to see the gang's stash of stolen goods, mentioning that they want back an item stolen from a friend of their's. They walk a very short distance and just as they manage to find the phone, dozens of small, bipedal robots then burst through the floor and begin stealing a variety of things from the gang's huge stash. The Turtles take out all of the robots that remain, but, amidst the confusion, the gang leader (Fong) bids everyone adieu, climbs up a stairwell, and manages to escape with April's phone. Thus, Leo orders the "B team" to go after him at all costs, while he and Raph easily take care of the robots and try to possibly find out where they're coming from. Donnie and Mikey comply, still stung and nearly overwhelmed by all of the "B team" comments.
Leo and Raph soon follow the tunnel dug by the robots, as do the two remaining Purple Dragons, Tsoi and Sid (who conveniently hid themselves). The heroes then emerge in an old warehouse and discover that the sleazy Baxter Stockman is none other than the creator of these NOT rudimentary "Mousers" so that they can steal for him, as well as to eliminate the Turtles and practically anyone else who dares to try and stand in his way (or long him).Just when the scientist begins to gloat about just how rich and famous he will be after everything truly comes to order, Raph and Leo then lunge at him, but he then sprays the both of them with an obscure red mist that seems to be practically harmless at first, but it somehow causes the Mousers to home in on them relentlessly. The two Turtles easily destroy the first few Mousers around Stockman, but he then quickly reveals that he has hundreds and hundreds more. The boys then retreat with an army of robots on their heels. Stockman begins to brag once again about how their belated demise is at hand, but he is hit hard in the back of the head/knocked unconscious and abducted by both Tsoi and Sid before he can even finish his sentence.
Meanwhile, Mikey and Donnie follow Fong to Dogpound, who is currently lifting weights in a defunct futon factory on 5th Street. Fong hands the phone to Dogpound, saying that he was just told that it belonged to a friend of the Turtles. Upon seeing Dogpound, Mikey remarks that they cannot handle him simply on their own, and then suggests calling Leo and Raph for assistance. Donnie rejects the idea, however, and decides that they should use some stealth to sneak into the building and get the phone without having to fight Dogpound at all.
Elsewhere, Leo and Raph are still being pursued by the Mousers all throughout the city, fighting as the two go. They try running on rooftops in nearly every which direction but they soon find out that almost not a single tactic can be used to avoid these countless robots. They then try to desperately wash the spray off, but to no avail. They both know deep down inside that they should probably call Donnie and Mikey for assistance, but are simply too proud with themselves. They keep fighting, but the supply of Mousers seems almost infinite and the Turtle brothers are quickly tiring out. Leo finally has to make a call for help...At the futon factory, Donnie comes up with several, seemingly plausible ideas for retrieving the phone (one of which includes making them believe that the Police have arrived), while Mikey comes up with a nickname for each and every one when Donnie picks up Leo's call, they both end up bluntly declining that they are having problems, and Leo hangs up, saying to Raph that they have to deal with the Mousers on their own now.
Soon, Tsoi and Sid bring Stockman all the way back to an incensed Dogpound, telling him that the scientist has been the party responsible for stealing from their respective clan and much, much more. At first, the Mutant wants Baxter disposed of in an instant, but, before this is actually able to happen, the scientist mentions that his Mousers are destroying two of the Turtles at that very moment as a last resort. Dogpound is quickly able to deduce that they both indeed have a mutual hatred for the four Turtles, so he chooses to remove the rope around the both of the scientist's wrists. He then concludes that Stockman must be relatively good with the use of most electronics, so Bradford then enlists him to hack into April's phone: A challenge that Baxter promptly claims is a complete and virtual waste of his talents. Donnie and Mikey finally settle on cutting the power to the building and swiping the phone in the complete darkness (hopefully whilst Dogpound's senses are kind of impaired). They almost succeed in this, but are ultimately caught by Dogpound in a blink of an eye and chained to shackles on a wall. Stockman, meanwhile, continues in his desperate efforts to hack into April's phone by uploading one of his decryption systems, stating that the GPS in the device will ultimately allow him see every place that the phone has ever been, including the Turtles' sewer lair.
Meanwhile, Raph is actually able to come up with quite an effectual idea - While Raph sits on the top of a light post (posing as bait), Leo also lures a Mouser over to a nearby fire hydrant. A Mouser then attaches it's jaws right onto the hydrant, which causes it to burst open and water to pour out all over the street and the gigantic street light that Raph jumps off of falls down and ends up electrocuting every single Mouser in the area. However, more then appear from around a corner, and the two heroes start to get overwhelmed by the Mousers YET AGAIN, and they try to call Donnie for help once more. When Leo's call for help comes in this time, Dogpound both hears and finds Donnie and Mikey's T-phones and takes them away. Before they can be hacked into as well, however, Donnie orders the phones to self-destruct and they blow up in Dogpound's hands. Just as Stockman is about to finish the lengthy process of hacking into April's phone, both Raph and Leo burst in in the nick of time...Stockman then demands to know how they escaped the Mousers and Leo replies that they did not. The robot horde then comes crashing directly into the room, distracting Dogpound, Stockman, and the four Purple Dragons.
Leo and Raph make haste and free their brothers, while the several Purple Dragons flee in utter panic. During the fight, Leo is able to toss April's phone to Mikey, and the latter barely manages to keep it away from Dogpound.
Donnie then figures out how the Mousers have been able to track both Raph and Leo. The red spray is composed of some sort of radio-isotopes that the Mousers are specifically programmed to detect and hone in on with a device located on top of their heads. The chemical cannot be washed off and it must be worn off over an unspecified, gradual period of time, but someone sprayed now would give off a much stronger signal. Thus, Raph takes immediate action and promptly hits Stockman's spray can with two shurikens, backfiring and covering both Stockman and Dogpound with the isotope spray, causing the Mousers to attack those two instead. Dogpound finally is able to get his hands on April's ringing cell phone, but it is ultimately knocked out of his hand and destroyed by a Tanto thrown by Donnie. Dogpound then flees due to the robots that have just latched onto his tail, grabbing a downed Stockman along the way. Seeing not one other option, the Mutant then bursts right through a nearby brick wall with a few dozen hostile Mousers pursuing. Leo and Raph then congratulate both Donnie and Mikey, with Raph finally compromising and now calling the duo the "A minus team". Back at the lair, all of the team members relax casually. Mikey break-dances, while Raph feeds Spike as he frequently does, and Leo and Donnie play some pinball. Splinter then notifies to them that, by choosing their battles poorly, they ultimately create their very own crisis. The four then go up to April and show her what has become of her most prized phone. However, Donnie then offers to replace it with one of his recently custom-built "T-Phones", which Mikey accidentally causes to self-destruct in her very hands.
Meanwhile, Dogpound is just arriving back at The Foot Headquarters with Baxter Stockman (after narrowly managing to escape from the robots) and he drops him onto the walkway that is there. The Shredder then appears and claims that he is disappointed because he has heard of the controversy currently being caused by Stockman's sudden interference, along with his very impertinent behavior. He then goes on to say that this is what ended up costing him a countless number of opportunities that he never had in his clutches before. He then picks up Stockman with extreme ease and then holds one of his own, extendable gauntlet blades up to his face, telling the panic-stricken scientist that he should indeed pay with what is the ultimate price. For once, however, Saki is actually able to identify some magnanimity within himself and decides on letting Stockman live only in exchange for just several of his skills and services. This episode then concludes with Dogpound growling and moving his right hand in what seems to be in the slightest bit menacing of a manner.
"Leonardo:(To Donnie and Mikey) "Look guys, Raph and I may be better fighters, but you're still an important part of this team."
Donatello:(annoyed) "As important as you two?" (Leo and Raph look at each other) Leonardo: "Humm.. Very important. We shouldn't compare ourselves. It's like apples and oranges." Raphael:(whispering) "Yeah, if apples were way better, which they are." Donatello: "So, the truth comes out." Michelangelo: "You guys think of us as some kind of... B Team!" Raphael: "Good one, Dr. Namenstein. We'll call you The B Team!" Michelangelo: "Thanks." (Now realizes what just happened) "I mean hey!""
"Xever:(Grumbles) "If I weren't stuck in here, I would have caught Splinter by now!" Dogpound: "But you are stuck in there." (Starts tapping the glass of Xever's fishtank, creating vibrations that harms Xever's hearing) Xever: "No, no, no, no! Stop that! Stop that! Ow! Ow! Stop it! Ow! Stop it!" Dogpound:(Laughs, stops tapping) "I'm sure you'll have your chance to shine one of these days. Master Shredder might get hungry for sushi..." Xever: "Why don't you get into the water and say that!" Shredder: "Enough Xever! Bradford is right, you are useless to me this way!" (Xever swims off; to Dogpound) "I am counting on you. Find me information that I can use. Or Xever won't be the only one missing his legs...."
"Leonardo: "Okay it got a little out of hand, but at least we got April's phone back." April: "You did? Sweet!" (breaks in Donnie's hand) Leonardo: "The important thing is it didn't fall in the wrong hands." April:(sarcastically) "Gee, thanks guys." Donatello: "Don't worry, April, you can have one of my custom built T-Phones." April: "Wow, cool!" Michelangelo: "Just don't say: T-Phone self-destruct." (the T-Phone breaks down) "Or else that happens.""
"Tsoi: "This man was stealing from us, which means he was stealing from you!" Dogpound:(growls) "I don't have time for this. Get rid of him! I've got turtles to find." Baxter: "Wait, Turtles? I hate those guys! I can help, in fact, I'm already helping!"
Dogpound: "Explain." Baxter: "My Mousers are destroying the Turtles as we speak, two of them at least!" Dogpound: "So you make robots. You must be good with electronics..." Baxter: "The best! There's nothing I can't build, hack, or fix!" (Dogpound frees Baxter) Dogpound: "Could you... (holds up April's phone) hack into this phone?" Baxter: "You insult me sir. Something so simple would be a waste of my talents." Dogpound: "Well then start wasting your talents, before I waste you!" (Baxter whimpers as Dogpound growls)"
"Leo: Mousers? Baxter: Mobile Offensive Underground Search Excavation and Retrieval Sentries Leo: Seems a little forced."
"Raph: Dexter Speckman! Baxter: It's Baxter Stockman! Raph: That was close."
"Leo: Not so fast, Dogpound and... Dexter Speckman? Baxter: BAXTER... STOCKMAN!!"
"Baxter: We'll have access to the phone in ten minutes." Donnie: You're wasting your time. There's nothin' on it." Baxter: It's got a GPS log doesn't it? (Donnie gasps as he realizes what that means) Once I access this phone, it'll show us every place it's ever been." Mikey: The Museum of Natural History! Donnie: Or the lair. Mikey: That's even worse! Dogpound: If that phone tells me where Splinter is, there will be no reason to keep you two alive, and if it doesn't tell me, I just have to beat the answers out of you. (Dogpound punches the wall) That's what I call, "a Win-win"."
The name "Irma", along with a shot of the glasses-clad eyes of a young female, appears on the caller ID of April's cell phone before it breaks. Beneath her name, it seems to read "Weirdo McGee".
The name Stockman Industries can be seen in Baxter's desktop wallpaper.
Space Heroes' unfortunate "B-team", specifically Captain Ryan only bothering to refer to them as "You two in the shirts" is a reference to the original Star Trek's "Red shirt" trope, where nameless crew members wearing (what else) red uniforms would either be injured or outright killed in the course of an adventure.
While Donnie is visualizing "Operation Space Out", Baxter Stockman's face appears along with Dogpound and the Purple Dragons, Tsoi and Sid. Except for Dogpound, none of those characters had arrived at Donnie's location yet.