Krang sends Shredder back to Earth from Dimension X to take care of the Turtles but, since he failed to defeat them the last time, he leaves Shredder high and dry with no resources or reinforcements. Shredder quickly takes over a local dojo and uses the students in his anti-Turtle scheme. He has them dress as the Turtles and commit crimes to give our heroes in a half-shell a bad name. Krang thinks this plan is too slow and boring and demands that Shredder speed up his operations.
With Krang demanding results, Shredder breaks Baxter Stockman out of the loony bin to build him the ultimate rat catcher. While the Turtles are out on patrol, Baxter uses his machine to capture Splinter. The Turtles take down their evil impersonators and fight through Shredder and Baxter to free their master. While keeping the existence of the real Turtles secret, April reports that the crooks dressed as giant turtles have been apprehended and the danger to the public is over.