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Baxter Stockman leads a swarm of flies in an attempt to conquer New York and prove his worth to Shredder and Krang so he can become human again.
A malfunction of Donatello's latest invention ultimately results in Raphael believing he is about to die, and ultimately trying to save the world by himself.
Tired of fixing everything in the lair, Donatello decides to clone himself so he can work on his other inventions. However, Donatello's clone turns against him and joins the Rat King in an attempt to conquer the city with a rat infestation.