Some TMNT stuff really isn't for little kids.
- Story & Script: Erik Burnham
- Art: Andy Kuhn
- Colors: John Rauch
- Letters: Tom B. Long
- Editor: Bobby Curnow
Baxter Stockman is being held captive by General Krang on Burnow Island. Stockman has been put in charge of overseeing the completion of the Technodrome, a machine of epic proportions designed to terraform Earth and make it suitable for Krang's race (the Utroms) to conquer. Stockman is aware of Krang's plans and is trying to delay completion of the Technodrome. Luckily, Stockman is a problem solver.
He thinks back to when he was growing up, and his father taught him to play chess. Stockman's father told him that if he can learn to think, he can win in any situation, and winning is what life is all about. His father tells him that there is no such thing as luck, only the power of the mind.
Krang asks Stockman for a status report; he tells him progress is proceeding as scheduled. Krang tells him that progress could be ahead of schedule if Stockman stopped working on side projects. Stockman tells him this "side project" is intended to aid in the completion of the Technodrome. Stockman has dubbed his project a Flyborg, a hybrid mutant fly-robot that will make an effective worker drone to aid in completing the Technodrome. It's small enough to fit into cramped spaces, stronger than any human, more intuitive than a solely mechanical worker, and completely expendable. Stockman plans on taking the first Flyborg on a trial run and if its successful, he'll build more.
Stockman thinks back to his chess games with his father. His father is telling him to make his move, Stockman says he's thinking. His father tells him he should always have multiple options ready in any situation. Stockman hastily makes a move and his father points out that he's played right into his trap. His father tells him that he can never let his anger cloud his judgement; there are no do-overs in life.
On Burnow Island, Stockman can't help but marvel at the complexity of the Technodrome. He knows that with it, if he could take control of it, he could prevent the Earth from being made uninhabitable for humans while simultaneously making himself a rich and powerful man. Stockman knows Krang has put a number of safeguards in place and he has to be very careful to circumvent them. He takes the Flyborg on a walk through the facilities. One of Krang's stone soldiers asks what he's doing with that "thing." The Flyborg takes offense at being called an expendable thing and rebels, breaking off the shock collar put in place by Stockman. Stockman is surprised by its level of intelligence. The stone soldiers tell him he better reign in the Flyborg or they will shoot it. He tells them he no longer has control over it and it attacks them. Stockman flees while the Flyborg takes out the stone soldiers. While he runs he calls Krang and tells him the Flyborg is on the loose; he begs Krang to give him a safe place to hide. Stockman makes it to a secure control room. The Flyborg manages to break in through an air duct and in the process destroys the security camera in the room. Stockman uses his tablet to shut down the creature's cybernetic implants, revealing he feigned losing of control of the Flyborg earlier. Stockman retrieves a spy chip from within the Flyborg and implants it within the computer systems in the control room. He calls for help from the stone soldiers and orders the Flyborg to attack when they enter. Unable to do otherwise, the Flyborg attacks and the stone soldiers shoot it down.
Later, Stockman is reviewing the information he's gained access to. He learns the details of Krang's plan, and also valuable intel on how he can take control of the Technodrome from Krang. With an army of Flyborgs at the ready, Stockman could find the Fugitoid, the Neutrino responsible for designing much of the Technodrome.
In another flashback, Stockman recalls his last game of chess with his father. Before even making a move, Stockman calls check. He shows his father documents revealing he's taken over control of StockGen, the company his father founded. Stockman tells his father he's won, and isn't that what life is all about?