Noticing that the Technodrome's ballast tanks are low, Krang decides to take the Technodrome closer to the surface so that it can siphon off water from an underground reservoir. Meanwhile, Donatello has built a device that will track the Technodrome's movements. No sooner is he done, then the Technodrome is on the move. Observing the action of both the Turtles and Shredder and company is none other than Baxter Stockman/The Fly, who has recently returned to the current dimension and is desperate to enact his revenge on both Shredder and the Turtles. The Turtles, along with April, arrive at the underground water tank before Shredder, and while they prepare for him, April is kidnapped by Baxter Stockman/The Fly.