Leonardo and Splinter plead to the conscious of Superfly's gang, stating that if they enslave humanity then they are no better than the humans themselves. The gang agrees and everyone fights Superfly, destroying the machine in the process. Unfortunately, the ooze enlarges and combines Superfly with other local wildlife into a bipedal whale-like creature who dubs himself "SuperDuperFly", deciding to attack New York City. The Turtles, Splinter, the Mutants, and April head to mainland New York City to stop him once and for all.

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