The city is in the throes of a garbage strike and an infestation of flies to boot. Bebop and Rocksteady go to a warehouse to steal equipment, they run into Baxter Stockman, who now has the ability to control flies. He forces Bebop and Rocksteady to bring him back to the Technodrome, where he and Shredder do not get along. Krang then tells him that he has a machine that could undo mutations if Baxter puts the city into submission in Krang's name. Baxter goes for it.