In the dojo's lair, the turtles are gathered around as Donnie turned Metalhead online while Tal ran some updates on his laptop as they smiled. "Ladies and gentlemen, we give you the new and improved Metalhead!" Donnie called as he gestured to Metalhead as his brothers, san Mikey, looked bored while the other six looked at Metalhead in amazement.

"He doesn't look any different from before," Vee said with a brow.

"On the outside, maybe," Tal said as she disconnected Metalhead, "But we've been upgrading his A.I with a new sparring program, so he's the perfect training tool," She said.

The turtles then drew their weapons, "You sure? Training with Metalhead usually ends with him breaking something, mainly our bones," Leo said as they circled the robot.

"He's been outfitted with dozens of fighting styles, including the Foot, the Kraang, and some mutants we've face," Donnie explained to them as Metalhead readied his laser cannon.

"Psst, can't simulate my fighting style." Mikey bragged.

"That's because you're pretty obvious." Jenny countered, which made Mikey growl with veins bulging.

"Let's just go already!" Raph said eagerly as he charged at Metalhead, only for the robot to jump and slug Raph back across the floor. Leo and Olly raised their weapons at Metalhead, but he grabbed them as he delivered a series of kicks and knocked the two turtles back to the wall, threw their weapons above them, and gave them a thumbs down, which caused them to growl.

Jenny, Vee, and Naomi tried to attack him from three angles but he grabbed Jenny's claw with his right hand and caught Vee's chakram with his left before he slammed their head together, dazing them.

Naomi charged at Metalhead as he threw Jenny and Vee at her, she dodged and aimed her spear at his head but bent backward, dodging her before grabbing the naginata and spinning Naomi around, she yelled from the speed, her eyes swirling before she was thrown into Jenny and Vee. "Okay, that little robot is toughy," Vee groaned while rubbing her head.

Donnie tried to strike with his staff while Tal fired arrows at Metalhead to distract him. He dodged and blocked them as he fired lasers at the two smart turtles. While he was distracted, Ames and Mikey tried to attack him but he fired eye rockets at them.

"Oh no you don't!" Ames said as she and Mikey deflected the missiles back at Metalhead as he fired his laser at them but they forced him back, "Whaddya gonna do now?" She taunted as Metalhead responded by firing his hands at her and Mikey, grabbing them by the faces and they flew around.

"Get it off us! Get it off us!" Both Ames and Mikey called as they screamed while flying around while also knocking away the others.

"Yamei!" Splinter called as the Turtles huddled together and kneeled down in front of Splinter while Metalhead bowed his head while Ames and Mikey were still flying around.

"Can we get off the ride now?!" Mikey screamed.

Splinter then turned to Tal and Donnie, "Donatello! Talena!" He said strictly.

The two smart turtles gave nervous smiles, "Sorry Sensei," Tal said as she and Donnie turned to Metalhead, "Okay Metalhead, that's enough,"

"End training program," Donnie ordered as Metalhead's eyes flashed in confirmation.

Metalhead's hands retracted back while also releasing Mikey and Ames as they fell in front of the group. "I think he put my chin up my nose." Mikey groaned.

"And I think my jaw just switched sides with my eyes." Ames muttered as Metalhead's hands returned to their positions.

"We're sorry, Sensei, but overall, we'd say that was a pretty successful test." Donnie said with a smile.

"Sucessful?" Leo asked in disbelief. "Metalhead almost ripped Mikey and Ames' faces off!" He exclaimed.

"Leo, please. We programmed to not cause mortal harm while in training mode, we had it all under control," Tal scoffed with her arms crossed.

"And what if when you don't or when he's not in training mode?" Leo questioned.

"Donatello and Talena have created a powerful tool," Splinter said as they turned to him, "It is to our advantage to study our enemies techniques, but you must use that tool wisely,"

Metalhead then started making noises as the others turned to him, "Now what is he doing?" Olly asked the two smart turtles.

"That's the new alarm for the security sensors we placed around the lair, we built around the lair after the Footbot attack," Tal said as she and Donnie inspected Metalhead, "Something must've set them off,"

"It's approaching the Lair, and fast!" Donnie said as the others gasped in alarm.


Later the Turtles were in the sewers where the sensors were set off, "You think it's the Footbots again?" Leo wondered.

The others shrugged before they heard gunfire and down the tunnel they saw purple light and shadow, "Looks like it's the Kraang, but who are they fighting?" Vee wondered.

The turtles then heard a voice, one Raph was familiar with, "Hey, was that? Nah, couldn't be," He denied.

But he was proven wrong as large but short red and black mutant spider with four spider legs on his head came running towards them, running in panic, "Ahh! Spider-Bytez!" Mikey yelled in surprise.

"The guy who caught you guys on tape that one time?" Jenny asked.

"Yeah, actually phones use flash memory not-" Donnie tried to say but Jenny held her hand up.

"Not now," She said, cutting him off.

Spider-Bytez stopped in front of the Turtles, "Kung Fu Frogs! Boy am I glad to see you!" He said in relief to the four brothers before turning the other six, "Whoa, who're the new Frogs?" He asked in surprise.

Vee gave Spide-Bytez, "We're reptilian turtles, not amphibious frogs, Web-head!" She said harshly.

"Yeah and it's not Kung Fu!" Tal added with a brow, "It's Ninjitsu, an ancient Japanese battle art!" She added.

"I don't care what you call it, you just gotta help me!" Spider-Bytes said in panic, "The foreign triplets are after me!"

"Wait, what?" Olly asked before they turned and saw three Kraang droids running towards them, firing lasers.

Spider-Bytez then pushed the turtles out of the way and continued running, as the turtles ducked under the lasers and the Kraang ran past them. "It's not us they are after!" Naomi said as they saw the Kraang run down the tunnel Spider-Bytez went down, "They're heading for the surface, come quickly!" She said as they ran down the tunnel while Donnie clicked his remote and joined them.

Once on the surface, the turtles turned and saw the Kraang pushing Spider-Bytez into a truck, "Help! You can't do this to me! I want my phone call! I got rights as a spider." Spider-Bytez yelled as the Kraang closed the door and started the engine, "Help! Help!" He yelled as they drove off.

"They're getting away." Leo said as he turned to the others.

Raph didn't seemed to bothered, "Why is that our problem?" He asked while leaning on a lamppost, "That slobbering bug gives us nothing but trouble." He said before Olly hit him on the head, "Ow!"

"Raph, Spider-Bytez may not be a friend but no one deserves to be the Kraang's guinea pig," He said firmly, "The Kraang captured a random mutant and we need to find out why,"

Raph sighed, "Fine. So how are we supposed to catch up-" He was cut off as the Shellraiser drove up next to them.

"We called for back," Tal said as she leaned against Donnie's shoulder, both smiling proudly.


In the Shellraiser, the turtles rod after the Kraang truck while Metalhead drove them, much to Leo's irritation, "Feeling a little inadequate, Hero-Boy?" Vee teased with a smirk.

"Shut up," Leo said with blush and look as Vee giggled.

"Nice Brainiacs," Ames complimented to Tal and Donnie, "When did you two teach him how to drive?" She asked.

Donnie blinked, "I thought Tal taught him?" He said looking at the periwinkle-clad turtle.

"I was working on my secret project, I thought you were going to teach him," She said as Metalhead did a hard right.

"You're telling me neither of you taught him how to drive!?" Raph called as they got closer to the truck.

The Truck then popped out rocket launchers from the sides, "Huh, that's new," Donnie commented as it fired missiles at them, "Evasive maneuvers!" He called as Metalhead steered around the rockets, as the turtles held on tight.

"Deploy garbage cannon!" Tal called as they made a hard right, while Spider-Bytez complained from the bumpy ride inside the truck.

Raph aimed the cannon and fired a garbage ball at the rocket launchers, breaking them off, "Gotcha!" Raph smirked.

"Yeah!" Mikey cheered, "Garbage beats Kraang rocket!" He boasted as he and Ames High-Three'd.

"Pull up alongside!" Donnie called standing up, "Girls, man our stations, we're taking this outside!"

"Now you're talking!" Raph said excitedly.


Raph, Donnie, Mikey and Naomi stepped out of the Shellraiser as it drove next to the truck, "This bug better worth it!" Raph said as they jumped onto the truck.

The Kraang attempted to shake them, Mikey and Raph managed to stay on but Donnie and Naomi fell off and had to use their weapons to lodge between the Truck and Shellraiser and avoid hitting the ground, "Ah! A little help!" Donnie called as he was slipping but was caught by Naomi.

"I got you!" She said as a Kraang took aim at her before Raph kicked it off the truck and Mikey helped them up, "Thank you, Michelangelo," She thanked.

"Now might be a good time to abandon ship!" Donnie said as the other three nodded and jumped back onto the Shellraiser.

Metalhead then tried to use the Shellraiser's snagglefang as a battering ram, trying to knock the truck over but the Kraang managed to stay balanced, "Get me out of here!" Spider-Bytez called as the truck rammed through an old parking garage.

"Watch out!" Leo called as Metalhead hit the breaks and stopped but not before crashing into a car.

The turtles piled out of the Shellraiser coughing, "So much for stealth!" Olly coughed as Raph, Mikey, Donnie and Naomi joined them, "There's only one way in there. Metalhead, stay with the Shellraiser before you blow us up along with the Kraang and Spider-Bytez." he ordered.

"Olly come on, you can't bench him!" Tal said while gesturing to Metalhead, "He stopped the truck and the Kraang know we're coming, he can help!" She said.

"Yeah, I mean just look at him, he's fired up for battle!" Donnie said as Metalhead brought his weapons, popped out some glider wings and activated his rocket feet.

The others looked shocked as Leo rolled his eyes and facepalmed, "Whatever. Just remember who's side you're on," Leo warned the robot as they rushed to the garage.

They then charged in with battle cries but stopped when they noticed something odd, "Wait?/Huh?/What?/What the?" They all said, seeing only cars and no sign of the Kraang.

"They just disappeared?" Jenny said in confusion, "That's impossible,"

Leo looked around the garage, " There must be a secret door or a hidden passage somewhere." He said, knowing the Kraang were very crafty.

"Fan out, search for anything Kraang-y." Olly said as they spread out and searched for some kind of lead.

Mikey looks at the lockers and got an idea. He opens them but finds nothing, "Oh, yeah? Well, how about now?!" He said opening them again but got the same results and slumped down, "Well, okay, then. You win this round." He told the lockers.

Metalhead then flew over to Donnie and Tal, "Metalhead, use your scanners to check the structure for any hidden rooms or passageways." Tal instructed.

[Metalhead bleeped in confirmation and flew up while a blue light shot from his eyes and ran over the Garage and the turtles.

"Hehe, It tickles." Ames giggled as the scanner flew over them while the others were a little creeped out.

"Okay, that felt weird," Vee commented.

Leo then turned to Tal and Donnie, "A Tickle ray? Real useful upgrade, you two." He said sarcastically as the scanner flew over them too.

Tal gave Leo a hard look, " It happens to be a three-dimensional volumetric scan." She explained as Metalhead flew up to them and showed no sign of any secret entrances or back exits, "Nothing?" She said in confusion.

"But that doesn't make sense." Donnie said while rubbing his chin, "There should be tire marks or a seam in the floor, but the Kraang left no trace at all, just some junk and-"

"A super macho burrito?!" Mikey suddenly said as they turned and saw him with his face to a vending machine, looking at a burrito candy bar, "Whoo, yes. It's the ultimate combination of pizza and burrito- Pizzarito! It's super and macho." He said as he tried to break into the vending machine to get but no matter how much he kicked, punched or attacked the machine the Pizzarito wouldn't fall out, "I'm going in!" He said, reaching his hand up the slot and reached for the Pizzarito.

Jenny, Ames and Raph walked up to him, "Do you have any idea how long that's been in there?" Raph asked while crossing his arms while Mikey still tried to reach his prize.

"Who cares?!" Mikey Retorted, turning to them, "Super and macho. Lengua y queso." He said as he couldn't move his arm further or back out.

"Your arm's stuck, isn't it?" Jenny asked with a brow and hand on her hip.

Mikey struggled to free himself as the metal slot cover fell over him, "Possibly, maybe, on purpose," He said sheepishly.

Ames then grabbed Mikey's legs and started pulling, but he was still stuck, "Hey guys, can I get some help?" She asked as Jenny and Raph sighed and grabbed onto Ames before all three pulled and freed Mikey, opening the vending machine at the same time, "Whoa, it's like a Vending Machine from Dimension X," Ames commented as they saw the familiar Kraang glow coming from the vending machine.

The others came up to them as Donnie smiled, "A Kraang computer? Mikey, you're a genius." He cheered as he and Tal went up to it.

"That's how I roll." Mikey said proudly before Raph smacked him.

"Can that computer tell us where the Kraang took Spider-Bytez?" Naomi asked the smart turtles.

Donnie turned to Metalhead, "Metalhead, see if you can access its database. It should tell us where they disappeared to." The Purple-clad turtle ordered as Metalhead plugged his finger into the computer and started decrypting it.

Olly turned to Donnie and Tal, "Uh, are you sure plugging an advanced alien computer directly into Metalhead is a good idea?" He asked them, "What if it fries his brain?"

"Don't worry Olly, the Kraang processor in Metalhead makes him perfectly compatible with their computers." Donnie assured, "What could go wrong?" He asked.

"Uh, well according to Murphy's Law," Tal started before Metalhead's eyes turned purple and he started fritzing before the computer exploded and blasted the turtles back. As they got up and coughed, they saw there was nothing left of the vending machine Kraang computer, "Something always goes wrong," She said dully.

Leo coughed and turned to the two smart turtles, "Great, Donnie you two, Great." He said sarcastically, "Not only did we lose the Kraang, but Metalhead blew up our only clue to where they went."

"Even worse, he blew up my super macho burrito." Mikey complained from behind Olly as Metalhead got up while sparking.

"It must've been some kind of energy feedback surge from information transfer." Tal hypothesized as she checked over Metalhead, "You okay, little buddy?"

Metalhead looks at her and gave a thumbs-up as he twitches and his fist launch off his arm and headed towards Ames, "Oh no!" Ames said, while ducking under the hand. She sighed in relief only to get grabbed from the side.

"Seems fine to me." Jenny shrugged.

The pink-clad turtles yelled in pain before the fist let go and dropped her down, "Owie," She moaned while rubbing her nose, "Can we go home now, please?" She whimpered as Mikey helped her up.

"What about the Kraang?" Olly asked with a brow.

"What about 'em?" Raph asked with arms crossed, "Spider Bytez is their problem now." He retorted.

"But what did they want with him?" Olly asked as Donnie and Tal looked at Metalhead in concern as he started sparking again.


Once returning to the lair, Donnie hooked Metalhead to his computer, "Metalhead's memory core isn't too badly damaged." He said as Mikey started playing with Metalhead's jaw, "Stop it, Mikey."

"It seems that the Kraang security algorithms were too complex to decrypt." Tal said as she checked the computer for any data.

"Less science-y, more english-y," Jenny requested with her arms crossed.

"Tal and I should be able to retrieve what he downloaded from the Kraang computer." Donnie explained as he kept pushing down Mikey's hand as the orange-clad turtle kept trying to play with Metalhead, "Mikey!" He snapped as Mikey finally managed to poke Metalhead as he sparked again and raised a fist.

"Ow!" Mikey yelped and back away as Metalhead smoked a bit.

Tal rolled her eyes and started typing on the computer, "Once we get that information out of Metalhead, we should be able to find out where the Kraang took Spider-Bytez," She before turning to Metalhead as Mikey shook his butt at the robot, "But he might take a little time to fix, though" She added.

The other turtles looked at each other, "How long will that take exactly?" Naomi asked.

"Well in technically terms…" Donnie started as he started fiddling with Metalhead's wires, before his fists flew off again, "...Awhile," He answered.

"Duck!" Tal called as they ducked under the robot hands as Mikey managed to grab the hand and struggled to hold it back. Unfortunately the other hand grabbed him from behind, forcing him to let go of the hand he was holding as both were crushing his head before he fell to the floor, "Why do they keep going for me and Ames?" He groaned.

"I suppose Metalhead doesn't like you touching him," Vee commented as the fists let go and reattached to Metalhead.


Later, the turtles were relaxing in the living area as Mikey straightened his head after getting grabbed twice, Leo and Olly were sitting outside the lab door, Raph and Jenny were using the training dummy, Naomi was practicing her form, and Vee and Ames were watching TV.

Metalhead's fist then shot out of the lab, past Leo and Olly, and towards Raph and Jenny before the former smacked it away, "We know the Kraang rebuilt TCRI," Raph told their two leaders, "What if they got the portal working again?" He wondered.

"If they did, then they could bring their entire army here and did what they did with the Technodrome," Jenny added, remembering what the four brothers told them about the Kraang's first invasion.

"That's why we need find out why the Kraang wanted a mutant like Spider-Bytez," Leo said before he and Olly ducked under some laser fire, "How's it going you two?" He called.

"Not bad!" Donnie called before a burst a flames came out and Donnie ran out with a smoking butt and Tal behind him with a fire extinguisher. Donnie jumped around, yelling like mad, trying to put his butt out before Tal got behind him and sprayed him, "Ohhh, thank you," He said in relief while sitting down.

Tal then turned to Leo and Olly, "Okay, there are still some glitches to work out. But we're getting close," She said with a smile before a rocket fist socked her in the face, knocking her to the floor, "I'm okay," She said.

Leo and Olly went up to them, "Okay you two, it's late." Olly said with his arms crossed, "Give it a rest," He said.

"I've almost got it." Donnie assured, "Just working out the bugs-Whoa!" They then ducked under some eye missiles before they exploded off to the sides.

"We're going in!" Tal declared as she and Donnie flipped down their welding masks, spun their tools and charged into the lab.

Olly and Leo looked to each other and nodded before walking into the Lab and headed towards the two smart turtles, who were working on Metalhead, "Donnie, Tal. You've gotta shut down his A.I." Leo said, getting to the point.

"What?" Tal said as they faced their brothers.

"But that would be like, turning off his brain," Donnie said as Olly gave a firm look.

"He's just too dangerous," Olly said.

"We need him, Olly," Tal insisted as Metalhead turned to them.

"It's not worth the risk." Olly said while waving his arms, "Metalhead was glitchy before he plugged Into that Kraang computer."

"And he was taken over by the Kraang once already," Leo reminded Donnie when he first tested out Metalhead, "Are you sure you can trust him?" He asked the two.

Tal and Donnie looked to each other, looking unsure, before sighing, "Maybe you're right," Donnie conceded.

"We'll see what we can do," Tal said solemnly.

Olly patted their shoulders, "Sorry guys." He said before he and Leo left the lab.

Donnie sighed as Tal held his shoulder and gave him a sad smile and he returned it. But when they turned around they saw Metalhead looking right at them, "Whoa!" Tal said in surprise before smiling sheepishly, "Uh, how much of that did you hear?" He asked.

"Well don't worry buddy, we'll get you fixed up," Donnie said with a nervous smile as he and Tal took out their tools, "Just a little reboot, wipe your memory, and you'll be all better." He said as they approached Metalhead as he shook his head to say no.

"Now hold still Metalhead, this won't hurt a bit." Tal promised before Metalhead grabbed her by the arm and threw him into one of Donnie's algae harvesters, "YAAAHHH!" She screamed before splashing into the water.

"Tal!" Donnie exclaimed and rushed to her before pulling her out, as the others came in when they heard Tal scream, "You okay?" He asked.

"I'm fine," Tal assured.

"What were you two doing?" Raph asked.

"Yeah, girl, you know better than to go algae diving without a spotter?" Mikey joked before Tal slapped him on the head, "Ow!"

"It wasn't my fault, Metalhead flipped me and-" She was cut off when they turned and saw Metalhead close the door behind them, "Aw, Sewerapples." She cursed.

The turtles rushed to the door but it wouldn't open, "It's locked!" Jenny grunted.

"Open this door, ya overgrown toaster!" Raph demanded.

Eventually they gave up as Naomi turned to the garage door, "What about the back way?" She asked as Raph, Olly, Vee and Mikey tried to open it.

Olly grunted, "No dice. He welded it shut." He said before backing away, "We're boxed in,"

Donnie and Tal looked at each other in utter confusion as to why Metalhead would do this before Leo rounded on them, "We told you two he was dangerous. Now he's probably out there trashing the city." He griped.

"We'll fix him!" Tal insisted, "First we need to get out of here."

Ames panicked and started banging on the door, "Help! Help! Somebody! Killer Turtlebot on the loose!" She called desperately.

Raph pulled her away, "What are you doing? You don't want Splinter to-" he was cut off as Splinter opened the door.

"Do you children know what time it is?" Splinter asked them seriously.

"Um, Pizza time?" Mikey said sheepishly as the turtles came up to Splinter.

Splinter raised a brow, "Why was the door locked?" He asked suspiciously.

The turtles smiled nervously, "Heh, You know-" Leo started as he elbowed Vee.

"Just playing," Vee added.

"Yeah, new game," Olly vouched.

"Very fun," Naomi nodded, adjusting her hat.

"Just messing around," Donnie said, rubbing the back of his head.

"As usual," Tal added.

"No reason to worry," Raph stated.

"No reason at all," Jenny agreed.

"Metalhead tried to kill us!" Mikey and Ames blurted out as the others glared at the two who cringed nervously.

Splinter turned to his eldest son, stroking his beard, "Leonardo?" He said, hoping for an explanation.

Leo sweated nervously, "The truth is, Sensei," He said before coming up with an excuse, "We got to meet April and Robyn! At Murakami's!"

"Yeah, Big mutant Sushi problem!" Olly said, playing along, "We'll be back before dawn." He promised before they rushed by Splinter and towards the Shellraiser, "Don't wait up for us." He added.

Splinter sighed and shook his head, "Teenagers,"


Once on board, the Turtles rode up to the surface and onto the streets, "Should we just follow the cries of terror or…?" Raph asked.

"Metalhead couldn't have gotten far." Donnie said as he pulled up Metalhead's signal on his computer, "If his tracking device is still active," He started checking, "Let's see, there! Make a left at the next block." He told Leo as he steered the Shellraiser in the direction of Metalhead.

They eventually came to a stop near an old construction site and piled out of the Shellraiser. They poked their heads into the site and saw Metalhead walking ahead, "There he is," Tal called as they tailed behind him.

"Over here." Jenny called as they peaked around the corner, "Going into…" She trailed off as they saw Metalhead walk into…

"A porta-potty?" Leo said in disgust as they went up to the porta-pottie.

"Maybe he has to change his oil." Mikey commented as Leo opened the door and they cringe at the smell and mess.

Ames then got an idea, "Wait. I saw this on a magic show, there's a secret door down here." She said walking into the Porta-Potty and looking down the toilet, "Hello?" She called only to shoot back and close the door at what she saw, "Ugh, Definitely not a secret door!" She coughed.

Vee turned to the four New York brothers, "Is that serious where humans go to bathroom? Disgusting!" She said in repulse.

Olly shook his head, "Sometimes I find it hard to believe they are at the top of the food chain," He commented, hands on his hips.

Ames had her cheeks puffed up, "I think I'm gonna hurl." She said before opening the porta-potty again only for it to show a portal.

The turtles gasped in shock as Ames immediately closed the door, "What was that?" Naomi said in shock.

Donnie went up to the Porta-potty and opened it, only to show the toilet and closed it again, "I don't understand. It ..it was just…" He inspected the porta-potty before Ames opened it again and the portal came back.

"Um, ta-da!" Ames said with a smile.

"What?" Donnie said in surprise as he closed the door and opened it repeatedly, only to keep getting the toilet, "How did you do that?" He asked Ames.

Ames pushed him aside, "I just got the touch. L. T. D. Like a turtle do?" She quipped before she opened the portal again.

Tal looked at the portal carefully, "It looks like the Kraang portal that brought us here to New York," She observed, "This must be how the Kraang can get around the city so fast. I wonder if…" She reached her hand into the portal before it started dragging her in, "Whoa! Whoa! Help!" She called as she sucked into the portal.

"Tal!" Donnie said grabbing her but was getting pulled in too, "Whoa, guy!"

"Donnie!" Leo called as he, Vee, Olly and Naomi grabbed him too but were also sucked into the portal.

Olly turned to the others, "Guys, hel-!" He was cut off as he and the others disappeared through the portal.

Mikey, Jenny, Raph and Ames looked at each other before nodding, and got ready to charge, "Yaahh!/Booyakasha!" They yelled before jumping through the portal.


The turtles screamed as they fell one by one from the portal and down to the ground. They then head behind some generators as they saw Kraang patrolling around and jumped to a higher level, "We're not in Kansas, anymore," Vee commented.

"I thought we were in New York?" Ames responded before Jenny slapped her on the head.

They then looked up and saw the portal was shutting off, "The portal, it's closing!" Tal said in worry.

"No turning back now," Raph said seriously.

Olly looked to his team, "You think we're in Dimension X?" He asked.

"If we were, we probably wouldn't be able to breath right now," Donnie whispered as Jenny rolled her eyes, "My guess is that-"

"We're not in Dimension X, got it." Jenny cut him off.

Mikey then got their attention, "Guys, I found where they took Spider-Bytez," He said before pointing up and they saw Spider-Bytez backed up onto a pedestal by three Kraang droids.

"Hey, fellas, Can we talk about this?" Spider-Bytez asked with his hands up, "I know bugs in high places. I could-" He was cut off when a Kraang droid fired something onto his head and he went into a trance before an energy field surrounded him.

[The kraang tranquilize him]

"Wait till I get out of here," Another voice said and made Raph and Jenny perk up.

"Wait a minute, I recognize that voice," Jenny said before she and Raph looked up to see a familiar turtle in another cage.

"Spike?" Raph said in surprise as Slash glared at the droids surrounding him.

"I'm gonna break every tentacle on your pink-" Slash's threat was cut off as the Kraang fired the same device on Spider-Bytez on him.

The turtles looked up and saw dozens of cages, filled with mutants, "It, appears to be some kind of mutant prison," Naomi gasped as the Turtles saw familiar mutants.

"Snakeweed?" Raph said, seeing the plant mutant.

"Dr. Rockwell?" Mikey said, noticing the Monkey Mutant.

"Newtralizer?" Donnie said, finding the alien salamander bounty hunter.

"Pigeon Pete?" Leo said, staring at the pigeon mutant.

Donnie turned and noticed another mutant they knew, "Oh no, Mr. O'Neil!" He gasped, as he pointed to the bat mutant.

"That's April and Robyn's father?" Olly said in surprise.

"So that's why we haven't seen him lately," Leo said in realization, "The Kraang have been capturing him and other mutants all over New York,"

"Yeah but why-" Tal was cut off when they heard a loud roar that made them cringe, "Um, what was that?" She said nervously.

The four turtle brothers looked shocked, "I know that roar anywhere," Mikey said as they turned and saw large number of Kraang droids pulling along a mutant Alligator, "Leatherhead, he's alive." He beamed.

"That's Leatherhead?" Ames said in wonder.

"Big jaws, loud roar, hates Kraang, loves to grab Donnie's face, that's Leatherhead alright," Mikey confirmed as Donnie hit him on the head, "Ow!"

Leatherhead roared as he pulled against the Kraang's restraints, "Let me go!" He demanded as the Kraang forced him onto a cell platform.

"We gotta them, come on!" Donnie said as they climbed up the main deck and up to Leatherhead's cell.

Just before the Kraang could tag Leatherhead, the turtles came in and took them out, "Been awhile, huh big guy?" Leo said with a smile as he freed Leatherhead of his restraints.

"Leatherhead, my big green buddy!" Mikey cheered as he hugged the alligator mutant.

Leatherhead chuckled and hugged Mikey back, "Hehe, it's good to see you too, Michelangelo," He said as Mikey smiled at him and he turned to the other turtles, "And who might you be,"

"I'm Olivier," Olly introduced, "These are my sisters, Venus De Milo, Jennika, Amoly, Talena and my girlfriend, Maolier," He gestured as the girls waved.

Mikey broke away from Leatherhead, "Leatherhead, what the heck is going on here?" He asked.

"After I escaped from Tragg when we last met, I journeyed across Dimension X learning all I could about the Kraang's plans to mutate the Earth, that is how I learned of this place," Leatherhead explained, "The Kraang have been holding the mutants across New York to aid them in perfecting mutagen, I tried to free them but I was captured,"

"Well don't worry big guy, we're getting you and all the others mutants out of here," Jenny assured.

Leo then looked down and saw something, "Uh guys?" Leo called as they looked down and saw Metalhead trying to hack the Kraang computer.

"Metalhead! But what's he doing?" Tal wondered.

"Ya think he's working for the-" Vee was cut off when Mikey covered her mouth.

"Xi-nay on the Aang-Kray," Mikey said, jerking a thumb towards Leatherhead, "It's his trigger word,"

Vee nodded, "Okay, is Metalhead working for the you-know-who?" She asked.

"I knew there was something wrong when he grabbed my face!" Ames stated hotly.

Donnie looked up to the cells and realized, "He came here to free the mutants," He said.

"Of course, that Computer back the garage must've given him the location of this prison," Tal added with a smile, "All along we thought he was going crazy but he's here just to save 'em!"

Raph then frowned, "Guys, we company," He said as he saw three Kraang droids heading towards Metalhead.

"We gotta help him!" Donnie stated as he and Tal pulled out their weapons and jumped.

"Donnie, Tal, wait!" Olly tried to say but was already too late as the two smart turtles started fighting the Kraang, "Okay, now what?" He asked tiredly.

"Crush, Kraang!" Leatherhead roared as he jumped down and joined the fight.

The other turtles looked at each other and shrugged, "Well, you heard 'em." Mikey said as they jumped down and started fighting the Kraang too.

The Turtles and Leatherhead proceeded to destroy every Kraang droid around them while Metalhead worked on the portal, "Kraang, release mutants captive that controlled by Kraang," One droid said before it was crushed by Leatherhead.

Another Kraang droid then touched the computer and released Spider-Bytez and Snakeweed as they jumped down, "The ones that are Turtles, that I call Frogs, must be…destroyed!" Spider-Bytez declared, talking like a Kraang, as he and Snakeweed started attacking the turtles.

"Is it just me, or is Spider-Bytez acting a lot less Spider-Bytez and a lot more Kraang-y?!" Mikey called as he dodged Spider-Bytez's legs.

"It's those devices on their heads!" Tal called as she fired an arrow at Snakeweed, "They're being mindcontrol!" She explained as Donnie jumped to strike Snakeweed only to get wrapped in his tendrils and thrown around.

Naomi then freed him as the eleven mutants regrouped, with the Kraang, Snakeweed and Spider-Bytez cornering them, "Exterminate all mutants!" A Kraang ordered.

"So what do we fearless leader?" Raph asked Leo.

"I'm open to suggestions!" The Blue-clad turtle retorted.

Metalhead saw the control devices on Snakeweed and Spider-Bytez and the Kraang manning the console. He then attacked the Kraang, hacking off it's arm and used it to deactivate the control devices, freeing the two mutants who glared at the Kraang.

"The device that is the control device. Is no longer controlling." A Kraang noted before it and the others were taken out by Snakeweed and Spider-Bytez as the Turtles and Leatherhead turned to them.

"Frogs, are you and you're giant lizard getting me out of here, or do I got to do it myself?" Spider-Bytez demanded, back to his normal voice, as more Kraang arrive but Metalhead dispatched them.

"Metalhead, see if you can get the portal open," Tal ordered, "We're getting out of here!"

"Right, all of us! Mutants too!" Leo added, gesturing to Spider-Bytez, Snakeweed and Leatherhead.

Metalhead bleeped and inserted his finger into the central computer, deactivating the cages and opening the portal, "Metalhead did it! He opened the portal!" Donnie cheered.

With the cages deactivated the mutants were now free, and some were quiet pleased, "Hehe, my turn," Slash said with a smirk as he took out the Kraang guarding his cell, "Keep me prisoner!?" He demanded before roaring and jumping away.

Before long it was a total prison break, some mutants like the Squirrelanoids, Mutant Wasps, Spy-Roach and Justin made a break for it, while others like Rockwell, Newtralizer, Pigeon Pete and Slash took out some Kraang before leaving.

The turtles then took out the Kraang below to buy the mutants time to escape. While Jenny and Raph had their backs turned, one Kraang tried to shoot them but was crushed by Slash as the two hot heads turned to him, "Slash?" Jenny said in surprise.

"You saved my shell, I saved yours. Now we're even," Slash said simply before jumping away but Raph and Jenny smiled, seeing that Spike was still in Slash.

One by one the mutants passed through the portal, "Every Spider for himself!" Spider-Bytez declared as he, Pigeon Pete, Slash and Snakeweed it through.

"The Machine that opened the portal must close the portal!" A Kraang ordered as they started firing on at the computer, causing the portal to close.

"Metalhead, you gotta keep the Portal open!" Donnie said as Metalhead booted up the portal again.

"Let's make sure everyone got out," Olly said as he, Leo, Tal and Donnie checked the cells and saw Mr. O'Neil being tased by two droid.

The four turtles then jumped and knocked the Kraang away from the mutant bat as Mr. O'Neil leapt away from them, "Mr. O'Neil! Fly out of here and back to New York, please!" Tal pleaded, pointing to the portal as Mr. O'Neil looked up and turned back to them, "For April and Robyn! Go now!"

As if understanding her words, Kirby spread his wings and flew through the portal, "Alright guys, we're leaving!" Leo called as the turtles started climbing up while Leatherhead was still fighting on one of the upper cells.

"Go through without me!" Leatherhead told the turtles, "I'll keep them busy!" He said.

"Not this time buddy!" Mikey said before jumped and kicked Leatherhead up through the portal, "Let's roll dudes!" He called.

The turtles then noticed Metalhead hadn't moved, "Come on you Tin-Can, move!" Raph called but Metalhead gave a reply that sounded like a no.

Tal and Donnie looked at the portal before turning back and realized, "He has to keep it open for us," Donnie said.

"If he moves we'll never escape," Tal said as she realized they had to leave without Metalhead.

"But what about him," Olly asked as they watched Metalhead hold off the Kraang.

"We don't have a choice," Donnie said as Metalhead turned to them and gestured for them to jump through the portal.

"We need to go, now." Tal said sadly.

The other turtles gave solemn looks to the selfless robot before jumping through but Donnie and Tal stayed and looked at their friend sadly, "Metalhead," They said as Metalhead turned and gave them a thumbs-up. They sighed and looked away before turning back with sad smiles and returning the thumbs-up before jumping through the portal.

Once they were through, Metalhead aimed his laser to the computer as the Kraang tried to stop him before he fired and released a massive explosion.


Back in New York, at the Dragon Gate, purple Lightning flashed out of a Mailbox before Leatherhead and the Turtles shot out of it and onto the streets before it disappeared.

The last thing that fell out was Metalhead's head as it beeped while smoldering and then shut down, "Metalhead," Donnie gasped in horror.

"Oh no," Tal said as she picked up the head and held it close as Donnie came up to her, holding her shoulders in one arm and his over one hers, holding the robot's head.

The others got up and were speechless, "Dude, he saved us," Mikey said in amazement.

"He saved all of us, even though it cost him his life," Naomi said as she took her hat off in respect for Metalhead.

Leo and Olly looked regretful for judging Metalhead, "You and Tal, were right, Donnie. We should've trusted you," Leo said to his brother.

"Like you trusted the bravest robot I've ever met," Olly said, respecting Metalhead's sacrifice.

Tal turned to them with tears in her eyes, "We programmed him to be intelligent, but," She paused and turned back to Metalhead's head, "We never realized how much he had evolved."

"He may not have been one, but he was real Ninja turtle today," Donnie said as they all bowed their heads, mourning the loss of Metalhead.

After clearing her tears, Tal stood up with Donnie and walked away before Mikey and Ames stopped them, "Donnie, Tal, we're sorry about Metalhead, dudes." Mikey apologized.

"We didn't really mind it when he grabbed our faces." Ames said with a smile, "His hands were soft For a robot." She said.

Tal and Donnie gave small smiles, "Thanks you two," Donnie said gratefully.

"You think you can rebuilding him?" Vee asked optimistically.

Tal and Donnie looked solemn as they turned to the head of their fallen friend, "Maybe. One day." Tal said before smiling, "But what's important is that we rescued Mr. O'Neil and those other mutants,"

"And we got Leatherhead back!" Mikey added, pointing to the Alligator, "Welcome home, LH!"

Leatherhead smiled, "It is good to be home, Michelangelo, and if you will allow me, I will aid you in your battle against the Kraang and Shredder," he promised.

Olly nodded, "We're glad to have you," He said before gesturing to the group to follow, "Come on guys, let's get the Shellraiser and go home," He said as they all walked back to where they park.


Once they returned to the Lair and explained what happened to Master Splinter, the other turtles decided to help get Leatherhead settled in while Tal, Donnie, and Splinter were in the lab, as the purple-clad turtle placed Metalhead's head on his desk, "Thank you, Metalhead," He said solemnly with a hand over the remains of his robot.

Splinter placed a hand on Donnie's shoulder, "Donatello, you should be proud of your creation." He said with a smile, "He had far more humanity than most true humans do,"

"Thanks, Sensei, but I'm really gonna miss him," Donnie said while bowing his head.

"Even those who are long since gone still live within our hearts and our memories, my son," Splinter comforted as Donnie turned to him, "And I know you will never forget Metalhead, will you?" He asked.

Donnie smiled and nodded as Splinter nodded back and left the lab. Tal then turned to Donnie, "So, what are you going to do now?" Tal asked him.

Donnie sighed and powered up his computer, "Well, along with designing Metalhead 2.0, I'm gonna have to work harder on that Retro-Mutagen if we're gonna cure Mr. O'Neil," He answered he moved his hand to the mouse.

Until he felt Tal's hand over his and gasped slightly before looking at her as she smiled, "You mean we're going to have to work harder. Remember Donnie, I'll always be here at your side, no matter what," She said softly.

Donnie gave a grateful smile as they looked at each other deeply before breaking eye contact, looking away while blushing, "Well, um," Donnie stammered before clearing his throat, "Shall we?" He asked.

Tal nodded, pulling up a chair, and sat next to Donnie as they worked on the formula for Retro-Mutagen as Metalhead's eyes flashed for a moment before turning off again.


So yeah, I added Leatherhead into the story a little bit early. Watching this series growing up, Leatherhead was one of my favorite characters so I wanted him to have a more prominent role in my story. Don't worry about when we get to "Into Dimension X", I have a work around for that.