Carter, April and the "past" Turtles are being attacked by monsters towering fifty feet over them. The heroes finally escape and get the weakened "present" Turtles back to the lair. April heads off to warn the authorities of Dregg's attack plan. Dregg and his crew plan an invasion of Attack Monsters to take over Earth and make it his new home base, but first he has to get his transporter chip back from Shredder... Meanwhile Krang and Shredder free themselves from the rubble of the caved-in building and head back to the nuclear power plant. Back at the Turtles' lair, the weakened Turtles are revived. The "past" Turtles want to get home. Carter sends out a message to Landor and Merrick to take the Turtles back to the past but he gets no response. Donatello reminds them that the "past" Turtles can only remain for a short while or all eight Turtles will cease to exist! Krang and Shredder are heading to the power plant when they run into a patrol of bat-men. Krang hypnotizes one of them...
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