- Leonardo (Cam Clarke)
- Donatello (Barry Gordon)
- Michelangelo (Townsend Coleman)
- Raphael (Rob Paulsen)
- Splinter (Peter Renaday)
- April O'Neil (Renae Jacobs)
- Burne Thompson (Pat Fraley)
- Irma Langinstein (Jennifer Darling)
- Vernon Fenwick (Peter Renaday)
- Shredder (James Avery)
- Krang (Pat Fraley)
- Bebop (Barry Gordon)
- Rocksteady (Cam Clarke)
- Baxter Stockman (Pat Fraley)
- Technodrome Computer Voice (James Avery)
- Herman J. Mellish (Rob Paulsen)
- Z (Townsend Coleman)
- Computer Salesman (Barry Gordon)
Home media releases
- Teenage Mutant Ninja Turtles Season 4
- Teenage Mutant Ninja Turtles: The Complete Classic Series Collection
- 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.
- 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: (breaks into Burne's office) "You September O'Neil!?"
- Burne: "You mean April? Do I LOOK like April?"
- Baxter: "Where is she!?"
- Burne: "Why should I tell you?"
- Baxter: "Because... I'M A BIG FLY!"
- Burne: (pointing down hallway) She's straight down that hall!
- Baxter: (walking away) "Straight down that hall! Straight down that hall!!" (smashed wall and walks through the wreckage)
- Burne: (scratching head) I don't remember putting any big flies on a pay roll!
- 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!"
- Raphael: (forcing open Channel 6 doors) Now to bust our away in!
- Donatello: "Wait!" The destruction of other people's property..for whatever reason...is wrong!!
- Raphael: "Are You kidding me? April's in danger!!!"
- (the other Turtles head for the nearest manhole and jump in followed by Raphael)
- Donatello: We'll take the sewer!
- Raphael: Excuse me, Since when did we become the "Teenage Mutant Ninja Boy-Ninnies?!!!!"
- (Donatello pushes his head into the manhole)
- Shredder: (forcing open Channel 6 doors) Bebop! Blast it!
- Rocksteady: "Wait!!" The destruction of other people's property for whatever reason is wrong!!"
- Bebop: (chuckling) I know!! (he fires his stun laser at the doors, blowing them to bits)
- Raphael: I'll show that overblown pocket calculator!
- Donatello: Wait. The destruction of other people's-
- Raphael: SHUT UP! (throws his sai at the computer console, deactivating the floor currents)
- Michelangelo: "Hey dudes, I think our time's up!"
- Raphael: "Donatello, can you get loose?"
- Donatello: "No way! Only the most highly skilled ninja master could get outta these ropes!"
- Leonardo: (Jumps in and cuts Donatello loose)
- Donatello: "Hi Leonardo!"
- Irma: April, Burne's not really gonna replace up with computers...is he?
- April: "It sure sounded that way Irma!"
- Vernon: (smugly) I certainly don't have to worry about that! I'm invaluable to this station!
- April: Yeah! "They couldn't make a computer with a big enough EGO to replace you!!"