Baxter Fly's back, and this time he's assembled an army of flies to infest the city, endangering millions just so Stockman can get to Shredder, (who we all know, was the cause of Baxter's mutation into an insect) Baxter locates the Technodrome by following Rocksteady and Bepop, but his revenge scheme goes awry when he is caught by Shredder, who freezes Stockman and his fly armada. Krang decides to put his ""frozen asset"" to his advantage. The dimension X warlord frees Baxter and offers him the chance to become human again, provided, of course, that he leads the fly army in an attack on New York, and defeats and captures the Turtles. The TMNT, however, are quick in taking out Baxter, and the scientist is only rescued thanks to Rocksteady and Bebop, who hope that if Baxter succeeds because of their ""rescue mission"", Shredder will turn them human again also. The Turtles turn the tables on the two mutants but this allows Baxter and his army to escape the ensuing chase leads the TMNT and t
Elenco: Cam Clarke , Barry Gordon , Townsend Coleman , Michael Gough , Pat Fraley , Tony Jay , Bill Martin , James Avery .