Zach sees Rocksteady and Bebop arrive through a portal, but because of a Turtle Com malfunction, he cannot notify the Turtles. He follows the two mutants, who steal an Anxietron Ray for Krang and Shredder. It has the power to make people frightened of anything. While testing out the ray, Bebop and Rocksteady start thinking that they could rule the world with this ray gun. They zap Krang and Shredder with the ray, turning them into cowering fools.
Zach keeps trying to call the Turtles and finally reaches them. He tells them that Bebop and Rocksteady are heading to City Hall and are planning to take the city over. The Turtles rush to City Hall to stop Bebop and Rocksteady, but they end up getting zapped by the ray also. Very scared, the Turtles escape from City Hall and return to the lair. Splinter tries to help them with his Ninjitsu mind control, but fails. With the Turtles out of commission, Splinter decides that it is up to him and Zach to stop Bebop and Rocksteady and recover the ra
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