4Kids Season 2 – Episode 038 (What a Croc!)


“What a Croc!”
Written by Ben Townsend
Original Air Date: February 28, 2004

Supervising Producer: Lloyd Goldfine
Producers: Gary Richardson, Frederick U. Fierst, Al Kahn, Norman Grossfeld, Thomas Kenney
Supervising Director: Chuck Patton
Story Editor: Lloyd Goldfine

Donatello (Sam Regal)
Leonardo (Michael Sinterniklaas)
Michelangelo (Wayne Grayson)
Raphael (Frank Frankson)
Splinter (Darren Dunstan)

April (Veronica Taylor)
Baxter Stockman – head in jar in Utrom exoskeleton
Utroms (in flashback)

TMNT lair
Underwater sewer tunnels
Turtles original lair
T.C.R.I. building (in flashback)
Back-strapped underwater propulsion device
Utrom exoskeleton


Into: Michelangelo narrates a scene depicting the Turtles getting their butts kicked by the robotic Turtlebot!

Act 1: Late night in the Turtles’ lair. Mike, who is sharing Raphael’s room since April has moved into the lair, can’t sleep because his brother is snoring. Mikey angrily gets up and wanders around the lair. April is in his old room, packing her stuff. O’Neil jokes that she’s been using Mike’s Silver Sentry comics to pack her stuff and Mikey flips out. April tells him that she’s only joking, but Mike doesn’t think it’s funny and walks off, turning the lights out as he goes, leaving an unhappy April in darkness. Michelangelo saunters into the living room where Master Splinter and Leonardo are watching the news. Mike tries to strike up a conversation, but he’s told to be quiet. Dejected, Michelangelo wanders off and finds Donatello building a new project by an open pool of water. The brainy Turtle explains that it’s a launching pad for an aquatic vehicle. The pool provides direct access to the river and Don wants to take advantage of this.

Donatello convinces Mike to help him make the frame more secure by doing some underwater welding, so the cheerful Turtle puts on a diving helmet and swims off to do the work. As he’s welding, Mikey spots something in the tunnels and flips his light on – revealing a giant crocodile! The animal rushes the ninja and he douses his light and takes cover. The beast is soon upon him, and Mike does his best to stay hidden. The crocodile swims around and notices the air line leading to the tunnel where Michelangelo is hiding, and bites it in half – cutting off Mikey’s oxygen supply and filling his helmet with water! Mikey tries not to panic, recalling the lessons Master Splinter taught him. The croc swims around and eventually spots Mike – right at the time that Don notices that the air line has been cut. Donatello hits a button that controls the winch and the line pulls Mikey to safety, moments before the crocodile was about to grab him!

Act 2: Mike calls the guys together and tells them what he saw. Raph and Don think Mikey’s crazy, but Leonardo reminds Raphael of the giant white croc they had fought as kids (as told in Episode 19). Mike states that he’s going to prove that what he saw is real and Don shows him some new gear, a sleek oxygen tank and a scuba mask with a radio and camera (so sound and picture can be relayed back to Donatello’s laptop, allowing Leo, Raph and Don to see and hear exactly what Mike does). Mikey dives into the pool and takes off to find the giant crocodile, and in no time he locates the animal and follows it… to the Turtles’ original sewer home! It turns out that the crocodile mutant is a scientist of sorts, working on some sort of device/object and speaking to an off-camera “friend.”

Mikey tells his brothers (via the radio) that the giant reptile has an exo-suit and he may be with an Utrom. Leo, Raph, and Don scream “An Utrom?!” which causes Mike to let out a yelp that is heard by the croc. Mikey flees, the enraged monster hot on his tail. The ninja finds some familiar ground and lifts a grate just as the croc is upon him – Mike clobbers his hunter with the grate and escapes! The Turtle emerges in a nearby sewer and radios in that he thinks he’s safe – the crocodile erupts out of the water and tackles Mikey!

Act 3: The ninja and the beastie go at it, Mikey taking some punishing blows. Eventually, the crocodile’s tail slams the Turtle into a wall, knocking him senseless for a second. As the monster closes in, Mike tries to reason with it, and miraculously, the creature calms down and speaks! It apologizes, stating that sometimes it gets a little carried away. Just when it seems like everything is going well and the violence has ended, the other three Turtles show up in the Sewer Slider. Raph throws a sai at the croc and insults it. Mike tries to explain that things are cool, but the crocodile mutant loses his temper and slams the Turtle into the wall. Seeing this, the other ninjas attack! After an intense battle, the Turtles are able to pin the monster to the ground. Raphael raises his sai to kill the beast, but Mikey grabs his wrist and explains that the croc is okay. A truce is called. Leatherhead stands up and introduces himself to the TMNT.

The group head back to the Turtles’ old lair, where Leatherhead explains that he’s working on a Transmat. The TMNT recognize the machine and Leatherhead surmises that they must know the Utroms. The Turtles state that they know the Utroms very well, and LH tells his origin: as a baby crocodile, he was callously flushed down a toilet. Fortunately he was discovered and taken in by the Utroms; but he was accidentally exposed to the same ooze that the Turtles were, mutating him as well. Once the Utroms saw that he had developed intelligence, they began to teach him and welcomed him as part of their family. Unfortunately when the Shredder arrived and forced the Utroms to teleport back to their homeworld, LH was left behind. Thus he plans to build a Transmat of his own to use rejoin his Utrom family.

With his tale told, LH introduces the Turtles to his “friend” in the Utrom exo-suit – none other than Baxter Stockman! Instead of an Utrom, Baxter’s head is inside a protective jar that is encased in the abdominal cavity of the Utrom exoskeleton!

Act 4: Stockman lies to Leatherhead, telling the croc that the TMNT are the ones responsible for attacking the Utroms in the T.C.R.I. building and forcing them to flee. Leatherhead begins to get angry, and Stockman unleashes his latest weapon – the Turtlebot!

The Turtlebot scans each of the TMNT, instantaneously learning their individual fighting styles. The Turtles battle the ‘bot separately, but the fight goes poorly and each is defeated in turn. Donatello determines that they’ll have to use a different strategy, since the Turtlebot is beating them at their own game. Thus the ninjas switch weapons and gang up on the machine, weakening it to the point where Michelangelo can knock its block off with a section of pipe.

Once the Turtlebot has been defeated, Baxter Stockman decides to take matters into his own robotic hands, and he grabs a section of wall and tosses it at our heroes. The TMNT attack their old foe, but Baxter is able to defeat them. As Stockman holds up one of the Turtles, he recalls how they had foiled so many of his plans while he was working for the Shredder, thus revealing the truth behind the lies that he had fed to Leatherhead earlier. Leatherhead grabs his former friend, now furious, since the Shredder was the Utrom’s sworn enemy. Stockman eludes the giant croc’s grasp and flees, but before he escapes, he grabs a canister and throws it into a wall, where it explodes.

The explosion is too much for the already weakened ceiling of the old lair, which begins to collapse. Leatherhead holds up the falling rock, giving the Turtles time to run. Mikey stops and tells his new friend to come with them, but Leatherhead refuses to go, stating that he will not abandon his Transmat, because life is not worth living without it. Leo calls out for Mikey to get out of there, and so he leaves Leatherhead behind. The lair collapses just as the TMNT escape the room, the smoke from the debris begins to fill the area that they fled to. Leonardo asks if anyone can imagine feeling as alone as Leatherhead must have, and Don points out that they never will, because they’ll always have each other.

Master Splinter

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