Back on Earth, April, Casey and Yuuki and Mona waited in the alley. "They've been gone, too long." Yuuki replies "We're going in there. " She stands up. Mona follows her. She agreed they have been gone for too long. Raph appeared in her mind. She hoped that he was alright.

"No, we're not. We stay put." April said

"Um , April. They're gone." Casey answers. April turns around to see the Battle shell empty.

"Am I the only sensible one around here?!" April shouts

Yuuki and Mona sneaks into the building. They crawl though the ducts before climbing out and jumping down to the floor. Yuuki peeks around a corner to see two security guards "Okay, we need a plan to get past the guards. Any suggestions?" Yuuki looked behind her to see Mona not there.

"Mona?" She asks.

She hears fighting and looked to see the guards lying on the ground with Mona standing over them. She drops a robot arm, that she tore off from one of the suits "Or we could just do that." Yuuki comments.

She walks over to Mona "Nice work." Yuuki replies.

"Get them!" An Utrom calls out. They looked to see that they were surrounded. "Stop!" A voice shouts out. Yuuki and Mona looked over the Utroms to see Mortu walking towards them. Not wasting a second, Yuuki leaps over the Utroms and charges towards the man. Mortu backs away " Wait, we mean no-!" She throws a punch hitting him in the face "Where's Leo?!" She hisses and hisses back and grabs her hand in pain "What are you made out of, bricks?!" She exclaims.

She felt arms wrapped around her as she was being hugged by Mortu. She felt uncomfortable. This strange man was hugging her and she had no clue who he was. She squirmed trying to get out of his hold on her. "Let go of me!" Yuuki shouts.

Mortu laughs. He lets go of her. Yuuki backs away from him.

"Is that any way to greet your godfather?" Mortu asks, smiling.

Yuuki stared at him like he had grown another head.

Godfather?!

"I see you have wasted no time keeping yourself out of trouble." A voice said.

Yuuki and Mona turns and gasps.

An alien rummaged through the trash. He sees a vehicle approaching and runs away. A Federation ship searches. Soldiers look around with their flashlights. Leo looked from a corner. He comes to the others.

"That's the fifth patrol we've seen in the last hour." He murmurs. "Don't they have anything better to do than search for us?" Raph mutters.

"Yeah, like eat? I know, poor baby. You're hungry aren't you?" Mikey said, rubbing his stomach. "We got an entire alien army looking for us, and you're talking to your stomach?!" Raph hissed with disbelief. "Well, its talking to me, its saying "food. foood" Mikey retorted, using his hands to mimic a mouth.

"More than food. We need an escape plan." Leo orders. "We need to get off of this planet quickly and quietly. And that means smugglers. I believe I know of one particularly sleazy inn where we just might obtain off world transport." The Fugitoid suggests. "Sounds like a plan. Lead on professor." Leo replies.

As they walked away, the turtles and the Fugitoid didn't notice a holographic picture of Mikey above them.

Blanque's assistant walks up to him "General Blanque, all squads are on full alert, sir. These images of the alien-life forms, and the Fugitoid have been posted all over the city." Pictures of the turtles and the Fugitoid on the screen in front of them. "We'll find them." She informs.

"We had better! Destroy those four aliens for all I care! Turn their shells into serving trays but bring me that Fugitoid!" He orders and she bows.

"Yes, sir." His assistant said, walking away, smirking evilly.

Meanwhile, in a base, a dinosaur-like alien gets a cal!. He answers it "Speak." He demanded to Blanque's assistant.

"Still no sign of the Fugitoid, General Mozar. But, we'll find him. However, I'm afraid that the teleportal is worth much more than what you've paid me." She explains, smiling.

Mozar slams his fist down. "You're greed disgusts me. However, you will get whatever money you wish. The Triceraton Republic shall have the teleportal. It shall give us great victories. I must have that Fugitoid."

In the city, the turtles look at the inn that the Fugitoid led them to.

"This doesn't exactly look like your kind of place, professor." Raph points out.

"Um, well, I'm very partial to the deep million spicy cheese disc they serve here, at least." The robot hits his stomach. "I used to be."

"Whoa, alien pizza. What a concept?" Mikey comments.

"We cant just walk in there." Leo said.

"On account that our Faces are everywhere thanks to the Federation." "Maybe its time for the ninjutsu art of disguise." Donnie suggests, pointing to a clothesline behind them.

Leo, Raph, and Donnie and the Fugitoid grabbed the robes off of it. Mikey grabs a pink dress. They put on the robes and pull the hood over their heads.

"I cant wear this! I cant!" Mikey whines pointing at the dress. "What? It should fit just fine." Donnie tells him.

"These colors clash with my headband. Its a fashion nightmare!" Mikey complains. Donnie places his hand on Mikey's shoulder, pointing at the inn. "Mikey, there's food in there. Foood." He tells him. Mikey smiles at the thought of getting some real food.

They walked towards the inn with their disguises on. Mikey looks down at the dress he's wearing "This had better be worth it." He mutters.

They looked around and saw wanted posters of them. Leo pulls his hood down further.

Mikey sees a bar and beams. The cook flips over something pink in a frying pan. Mikey sits down and looks down at the menu. "Stomach, you and me are gonna party!" He chuckles, opening the menu. But, he couldn't understand a single thing written on it. It was in an alien language.

"Excuse me, garcon?" He asks, the cook turns to look at him, putting four hands on his hips. "Um, Ill have what hes having!" Mikey tells him, pointing to an alien beside him who was eating a pink slop with worms crawling in it. The cook places it in front of Mikey who gags at the sight.

Mikey looks to his left and gags at the alien enjoying the meal. "Delicious. Extraordinary account." He comments, and Mikey stands up, bumping into an alien. "Hey, beautiful, are you a library book? Cuz I'm checking you out." He said, putting a tentacle on Mikey, who shoves it away. Mikey chuckles in a high pitched voice "I'm not a library book." He denies. "You're new here. I like that in a woman. Whats your vis screen number?"

"Um...555 kick in the head!" Mikey exclaims as he back flips, kicking the alien away. When he lands his hood had fallen off as well. The cook sees him and looks at the wanted poster. Mikey quickly covers himself with the hood, pulling it back over his head.

The cook pull a out a phone "Hello, I'm calling about those shell-wearing green skin life forms and the Fugitoid." He whispers.

A soldier runs up to the General "General, sir, the Fugitoid and the off-worlders have been spotted." He reports, saluting.

"Well, finally. Have all units in that sector move in." Blanque orders and the soldier nods before running off. Blanque's assistant presses a button from a communicator device and leans in "Commander Mozar, they have been located."

The Fugitoid steps up to the three turtles "I do believe these fine gentlemen can help us." He whispers, pointing to a blue large creature and a purple man with red hair. "We can do better." Leo and Raph looked at each other. They said at the same time before they hear screaming. Federation soldiers, rush in aiming their weapons "Everybody freeze in the name of the Federation!" Everyone gathers around, the turtles and the Fugitoid staying in the back.

"Man, they'll let anybody in this place." Raph murmurs about to pull out his sai. Leo moved his hand away. The Federation soldiers surround them.

"How did they even know we were here?!" Donnie mutters in disbelief. The soldiers ordered everyone to move out of the way. They were getting closer. Leo looks behind to see an unguarded door. "Back door. Come on." He orders and they slowly back away to it.

Suddenly, a soldier points his gun at Mikey's back. He holds his hands up. "You, get back in there." The soldier orders. "You couldn't possibly hit a lady." Mikey said in an high-pitched voice, batting his eyes. "But, you know, a lady could hit you!" He finishes as his voice returns to normal, jumping up and hitting the soldier. "You go girl!" A waitress comments and more soldiers came in. "Don't hate me because I'm beautiful." Mikey said. Leo rolls his eyes. "Troopers, attack!" A soldier orders and they pull off their disguises. They jump into the air.

Raph a soldier with his sai. Two soldiers fire lasers at Mikey, who jumps over them. He is knocked back by a laser and sees the food he ordered. Four soldiers point their guns at him. "I hear the food here is extraordinary picante." Mikey said, throwing the food at the soldiers before kicking them all in one swoop. Donnie hits soldiers with his staff. He takes a gun from one of them "Fascinating. Shouldn't be too hard to find an on-switch." He murmurs and the soldiers fire lasers at them. Donnie, Leo and the Fugitoid backed away.

"Oh dear, they've got us surrounded." The Fugitoid comments. "Take up this alien trash but don't target the Fugitoid! On my order!" A soldier orders as they point their guns at them. Suddenly, an explosion knocks them back. From the smoke, reveals three dinosaur-like aliens. "Find the Fugitoid! Destroy the rest! To victory!" Mozar exclaims. The Triceratons fire their lasers and the Fugitoid runs, overwhelmed "Oh my. Oh my."

Leo picks him up and they hide behind the bar. Raph was already there.

"Man, who invited the dinosaurs?" Raph asks sarcastically. "Triceratons. A ruthless war-like race. They're the sworn enemies of the Federation. I simply cant imagine what they're doing here." The Fugitoid explained. Mozar appears behind them. Raph punches him in the face, knocking him back.

The Federation and the Triceraton fight against each other. "General, we are under attack by Triceratons. Repeat, we are under attack by Triceratons!"

"Triceratons?! On a Federation planet?! They've gone too far! Take them all out!" Blanque exclaims, clenching his fist. "Yes, sir! We're trying, sir!" The soldier orders.

Mikey flips over the lasers before kicking a Triceraton. The dinosaurs fire lasers at him but hit a pole instead. "We need away out of here!" Mikey calls out dodging the lasers. Donnie was hiding under a table, tinkering with the gun he took. "Finally, I'm on it." He said hitting the table. "Hmm...structurally sound."

He presses a button and the gun beeps. Donnie wedges it underneath the table and jumps onto it. "All aboard the turtles express!" Donnie calls out. Raph and Mikey jumps on. Meanwhile, Leo and the Fugitoid were running towards the table. The Fugitoid hand slipped from Leo and before he could go get him, lasers blocked his path. Mozar grabs the robot. He throws him to the dino soldiers.

The Federation fire lasers at Leo. He jumps onto the table with his brothers. The gun overheats exploding. The four scream as they are launched out of the inn and into the street. They slid until the table hits stairs and they tumbled onto the ground. Leo rubs his head. "Hey, get your hands off of me!" The brothers hear. They turned to see the Fugitoid being put into a ship. "Let me go!"

"Guys, Look!" Leo exclaims, pointing to the ship. The robot screams as the ship takes off. They all watched helplessly as he was taken away. "Help! I'm being robo-napped!" He screams.

The Federation runs out of the inn and sees the ship flying in the sky. "General the Triceratons are escaping with the Fugitoid!" Blanque's mouth flies open as it drops in shock "If the Triceratons get their hands on the teleportal, it-it'll be the end of everything. Scramble the troops, full pursuit. We have to get that Fugitoid back! Ready my commando squad. I'm leading this one personally." He declares.

Mikey runs after the ship "Come on they're getting away!" He shouts pointing to the sky. Donnie sees something "Hey, guys, check this out!" He runs to an run down ship. "That bucket of bolts?" Raph asks in disbelief. "Oh ye of little faith." Donnie teases. He popped open the hood. Leo and Raph stare. Raph looks back at Leo, who shrugs. Suddenly, the ship starts up and Donnie jumps into the drivers seat.

"I'm so good." He brags before smoke appears from the hood. He coughs and laughs nervously. "Sidecar! I get Sidecar!" Mikey calls out, jumping into the car that was attached. "Warp nine, monsieur, take us a la port." He said as the others jump in as well. "Hey Don, you want me to drive? " Raph asks. "Its all under control." Donnie assures, pushing a button. The ship lifts up into the air. Raph gasps before they fly away, as the ship stumbles and weaves out of control.

They scream and aliens rushed out of their way. Raph, crosses his arms and glares at Donnie. "I meant to do that." Donnie said nervously. They scream again as they see two buildings with a small gap inbetween. Donnie moves the ship to the side and as soon as they get out they crash. They scream again, while Mikey in excitement rather than in fear. Raph glances at Mikey with his mouth open widely. Leo looks like he was about to throw up.

They followed the ship that the Fugitoid was on.

"Mozar to base, we're being followed." Mozar reports "Destroy them!" He finishes and three Triceratons fly up to the four in jet packs. " Affirmative commander. " The Dinosaurs trailed the ship and fired lasers at them. "We have company!" Leo exclaims. Raph slams his fist. "Man I wish this flying bathtub had some weapons. We're sitting ducks!" He growls as he dodges lasers.

"Turtles, actually." Mikey points out as Donnie flies up. " Whatever! " Raph exclaims. "This is gonna take some extreme flying." Donnie tells them. " I was afraid you were going to way that." Raph comments as they fly into a forest. Donnie sped past trees and dodges lasers. He scowls at the Triceratons and speeds towards a tree. They all scream before Donnie turns making a Triceraton crash into the tree.

They look back at the explosion. "Oh, yeah. These bozos may be tough, but Donnie here learned how to drive in New York City." Raph comments, putting his brother's shoulder. The other two Triceratons fire lasers. "We gotta have some weapons in here" Mikey said. "Like Master Splinter says, anything can be a weapon in the right hands." Leo explains. He stands up and cuts the seat out. "You guys look tired. Have a seat!" He calls out, throwing the seat, hitting a Triceraton. The dino falls into the forest.

Mikey giggles, pressing the buttons "Uh, leave the shiny buttons alone, Mikey." Donnie tells him. "But it might be something really good!" Mikey replies pressing a button. They hear a crank. "Or not."

Suddenly, the sidecar detached itself from the ship. Mikey looks at Raph before making a girlish scream saving his arms. "Mikey!" Donnie shouts as the sidecar flies around. Mikey still screaming. A Triceraton hits the back of the ship. "We're hit!" Donnie exclaims. The sidecar flies above the ship and Mikey jumps down. Leo catches him. He pants heavily "I'm saved! I'm saved! "

The Triceraton lands in front of the ship and rips open the hood and pulls out the engine. "we're going down!" Donnie shouts "We're doomed! We're doomed! " Mikey tells in fear and they all scream as they fall into the forest.

They scream as they crashed into trees. "The brakes! Hit the brakes!" Mikey tells Donnie. The ship lands on the ground and slides before turning on its side. They all groan as they fall out. "Nice landing, bro." Raph said sarcastically, pointing a finger at Donnie "Could have been worse. " Donnie retorts.

"I don't think so. We lost the professor. We'll never find him now Which means... we'll never get home. We failed ourselves. We failed... Master Splinter. " Leo said sadly, covering his face as he leans against a tree. Raph looks at Leo. Sheesh, what a drama queen. "Lighten up, Leo. We'll find a way." He assures Leo, putting a hand on his shoulder. "We always do." Mikey pointed out.

"Well I took the liberty of attaching a turtle tracker on our little metal friend." Donnie explains, pulling out a tracker. "Nice work Donnie!" Leo tells him and they suddenly hear lasers not too far off. "What was that?! " Raph asks. "Fighting. Nearby. Come on!" Leo said and they ran.

Mikey whines. "Just once I wish we were running away from explosions." He complains.

Two Triceratons hold the Fugitoid while firing their blasters. Lasers were being fired everywhere. Federation troops charged into battle. The turtles peeked out from the bushes "What have we stepped into this time?" Mikey asks reluctantly. They look up to see a Federation ship flying above them. Donnie Looks at his tracker. "Guys, the Fugitoid's in there somewhere." He tells them, pointing to a bunker "It's rescue time." Raph declares, pulling out his sais. The rest pull out their weapons and charged.

They run past lasers dodging them. In a Federation ship that was firing lasers above, General Blanque looks down at the Battlefield "Stinking Triceratons. I want them obliterated. All units for attack! " He orders. Mozar shakes his fist as he growls. "The Federation shall fall. We shall hatch our brood! In the ruins of their cities!" He declares before riding a laser at the ship that Blanque was on. Mozar runs back into the bunker. A Triceraton runs up behind him as he fended off the Federation.

"Commander, we have the Fugitoid secured inside." He reports. "Excellent. All troops call back and prepare for dust off!" Mozar orders and they run inside the bunker. Raph sees the door closing "The horn heads are booking! Come on!" He said, grabbing a blaster running towards the bunker. He jumps inside and immediately gets attacked. Raph dodges the lasers and fires at the Triceratons, sending them running.

Raph chuckles. "These blasters are way cool!" He comments. He slams the button opening the door. The three brothers jump in and Raph closes the door. They step into a cargo bay. "I don't understand. Why would a bunker have a cargo bay?" Leo said, confused.

Suddenly, the ground starts to rumble.

"Maybe because it's not a bunker!" Donnie replies. The bunker starts to rise revealing to be a ship.

A Federation ship bumps into it. "That Triceraton ship must not be allowed to leave the planet!" Blanque declares. "Planetary defense, ready the tractor beams."

Meanwhile, in the ship, Mozar sits in the control room. "Commander, the Federation ships are powering up the tractor beams." A soldier reports. Mozar growls. "Activate the ion burn." He orders. "But that will use up all of our fuel!"The soldier explains. "It is the only way! Do it!" Mozar orders.

The soldier pulls down a lever and the ship rises up. The turtles started floating towards the ceiling, screaming. Mikey face rises, showing his teeth. The ship flies into space and the turtles float in the air. Donnie floats towards a window, looking out "Guys, check this out." He tells them. Mikey looks out of it "We're in SPACE?!" Mikey exclaims in surprise.

The cargo bay begins to creak. Leo and Raph look up to see a window cracking. "Get away from there guys." Donnie warns them. The window breaks and air began to suck out into space. Cargo starts to fly towards the window. A box hits Raph. Donnie and Mikey used a large box to wedge into the window. The others help them and the box is sucked into the window, sealing it.

Then suddenly, they find that they couldn't breath.

"We don't have any..." Mikey starts before putting his hands around his neck

"Air!" Raph finishes

"Save... your breath!" Leo tells Mikey

"But, how do we..."

"Save...your breath!" Everyone tells him.