While Raphael is reliving the past, via the Turtles' photo album, their Frog friends in the Florida Swamps (Napolean Bonafrog, Genghis Frog, and Rasputin) are being terrorized by a mutant alligator known as Leatherhead, who makes them his slaves. They decide to call the Turtles for help. Meanwhile, Krang's scanner picks up Leatherhead's activities and he sends Shredder, Rocksteady and Bebop to the same Florida Swamp to retrieve the mutant alligator and use him to help defeat the Turtles. But no sooner do the Turtles and April arrive when they are captured by Leatherhead. The Frogs turn the tables and help the Turtles capture Leatherhead. Shredder and company arrive in the Florida Swamp and stumble upon the Turtles and April, the Frogs and Leatherhead. They decide to track them for awhile before charging in and attacking. Sure enough he finds his golden opportunity when he rescues Leatherhead from the quicksand that the Turtles, the Frogs, and Leatherhead have fallen into.