In an attempt to finally defeat the Turtles once and for all, Shredder assembles Leatherhead, Tempestra, Scumbug, Chrome Dome, Antrax, The Rat King and Slash to form a team that proves too much for the TMNT.

Kerma the space turtle returns once again for the Turtles help in programming his city's new defence robots but Groundchuck and Dirtbag have also returned to the city to cause trouble.