The turtles, Groundchuck and Dirtbag are taken to Shellri-La by an alien "Turtleoid" named Kerma. Kerma seeks help from the turtles to defend his planet from a two-headed dragon named Herman the Horrible.

A family secret is revealed when Lieutenant Kazou Saki arrives from Japan to arrest his brother Oroku Saki, who turns out to be the Turtles' greatest enemy. Shredder and Krang send the Technodrome from Dimension X to Earth, but Donatello re-programs it to crash in the Arctic.