CAST OF CHARACTERS: Leonardo, Michaelangelo, Raphael, Donatello, Splinter, April O'Neil, Shredder, Krang, Rocksteady, Bebop, Vernon, Foot Soldiers

GUEST STARS: Channel Six News Anchorman, Pizza Parlor Waitress, Super Rocksteady, Mighty Bebop

LOCATIONS: Turtles' Lair, Technodrome, Channel Six News Building, Pizza Parlor

SYNOPSIS:

Shredder orders Rocksteady and Bebop to place the MESMERIZER atop the Channel Six News Building Tower. The Mesmerizer is designed to turn all humans into zombies. The machine has no effect on mutants, but a bolt of lightning causes the device to fall from the tower and crash through the roof of the Channel Six News Room. Rocksteady and Bebop activate the Mesmerizer and watch April, Irma, Vernon, Burne and the Anchorman become instant zombies, waiting to do their bidding. Suddenly, the Turtles arrive to protect them. The TMNT succeed in this, but not as they had hoped for. During the scuffle the Mesmerizer is broken. The Channel Six News Crew returns to normal and Rocksteady and Bebop escape with the broken Mesmerizer and the Turtles on their heels.

Back at the Technodrome, Krang, who is furious with yet another failure by these two mutants, unvails his Super Mutants: cybernetic clones of Rocksteady and Bebop: SUPER ROCKSTEADY and MIGHTY BEBOP. Shredder is impressed with his new lackies and returns to Earth with them to reinstall the Mesmerizer atop the Channel Six NeWs Building tower. This time, Krang has provided him with an amulet that will protect him from the zombifyng effects. However, Rocksteady and Bebop neglected to tell Shredder that the Mesmerizer was broken.

Once the Mesmerizer is afixed atop the Tower and turned on, people all over the city, rather than become zombies, have reverted back to their childhood. The Turtles storm the Channel Six News Building and encounter Super Rocksteady and Might Bebop who have only one thing on their minds: DESTROY TURTLES!

Back in the Technodrome, Shredder complains bitterly to Krang about the Mesmerizer. Krang suddenly realizes that Rocksteady and Bebop broke it and orders them back up to Earth with a computer disk that contains a schematic of the Mesmerizer that will enable Shredder to repair it. True to form, they take the wrong disk and, to add insult to injury, lose it to the Turtles, who discover that the disk contains the schematics for the Super Mutants.

Meanwhile, Rocksteady and Bebop have done even more damage to the Mesmerizer, as it continues to change colors and everyone effected by it begins acting, first like dogs, then like monkeys. Shredder is really angry now! Especially when he learns that the Turtles have also reprogrammed the Super Mutants.

The Turtles storm the roof and topple Rocksteady, Bebop and the Mesmerizer from off the tower. This causes the Super Mutants to self destruct, but the Mesmerizer is still intact. Suddenly, Donatello realizes that the amulet around Shredder's neck prevents him from behaving like the other humans. In the blink of any eye, it is removed and Shredder drops to the floor and begins acting like a monkey.

Once again, the Turtles prevail.

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