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40. City At War, Part 1

First Appearance of Karai, Shredder's Second-In-Command and adopted daughter, Karai has been a long standing member of the MIRAGE comics for many years, although she first appeared long after Saki's demise.

This is the first episode where the Foot Elite Ninja actually talk.

Baxter Stockman's head is on the Utrom's exo-suit (where the head goes) instead of the stomach cavity.

Raphael says the line "just your friendly turtleman." This is a play on the line "Just your friendly neighborhood Spider-Man!" from the Spider-Man comics and movie.

Leonardo says the line "you look more like Raph-zan, lord of the jungle to me," and Raphael responds "and what does that make you? Jane or Cheeta?" This is a reference to Tarzan.

Donatello says "time to try one of my favorite stunts." Donatello is trying to spin around on his bo staff to attack a lot of similar looking mobsters. Neo pulls the same trick in Matrix Reloaded. Unlike Donatello, Neo is successful.

This episode and its two other parts are based on comic book issues #50 - #62 title City At War.


41. City At War, Part 2

The way Karai held Leo hostage at the end of this episode by pinning him down and pointing a sword at him is exactly how the Shredder held Leo in the first Ninja Turtles movie to force the other three to surrender.

Michelangelo says "you got it, Hoss." Hoss is the name of one of the main characters in the western rancher show Bonanza. Donatello wanted Michelangelo to 'herd' the robot over towards the electrical lines.

Michelangelo says, "Captain, America, eat your heart out!" Captain America has been a staple of Timley/Marvel Comics since 1941. A patriotic super soldier, Captain America has fought in both World War II and present day with only his shield and his courage.

This episode is based on issues #50 - #62.


42. City At War, Part 3

Hun for some reason has a grudge against Karai.

At the end of the episode, The Shredder is seen being re-generated by Worms, this is exactly how Shredder was resurrected in the classic MIRAGE Comics.

This episode is based on comic book issues #50 - #62 of the MIRAGE comic book series.


43. Junklantis

The episode centers on Michelangelo and Donatello.

Michelangelo sings, "Rule Britannia! Britannia rules the waves! I don't know the rest of this stupid song!" Rule Britannia is a patriotic song sung in the United Kingdom.

Michelangelo says "To the Shell-Sub, boy wonder." This is a Batman reference, specifically the 1960s series when Batman had a Bat-everything. 'Boy wonder' refers to Batman's young sidekick, Robin.

Michelangelo says to Donatello, "aren't you too short for a junk trooper?" This is a reference to the line from Star Wars Episode IV. When Luke and Han show up to save Leia, she immediately says, "Aren't you a little short to be a storm trooper?"

Michelangelo says "I feel like Jonah on this freak whale thingy." This is a reference to the biblical story in which God tested a man after he is swallowed by a large fish, which in modern times has been replaced by a whale.


44. The Golden Puck

This is another time when we see the turtles without their usual masks.

When Mikey says "Room service! More towels for you!" in a foreign girly voice, this is similar to David Spade's character in Tommy Boy when he is trying to get Chris Farley to open the door to their hotel room.


45 Rogue In The House, Part 1

It's learned that Earth's atmosphere (or any oxygen-rich air) affects Triceratrons much like paint fumes if inhaled: it addles their brains and makes them hallucinate, but too much will eventually kill them, hence why Zog confused the Turtles and Splinter for his superior officers (and one of the Turtle's sewer cycles as a Fugitoid) once his gas mask was damaged in their encounter.

The Triceraton, whose name we found out is Zog, returns from Secret Origins (1) and sees the Turtles as his commanding officers as a result of breathing toxic oxygen.

The 'Foot Gunner' from the TMNT Video game makes its first appearance in this episode as the 'Foot Mech.

This level appears in the video game Teenage Mutant Ninja Turtles 2: Battle Nexus.

The show's running gag seems to be showing less and less of Baxter Stockman. He is now just a floating brain and eyeball in a tank of solution with a mike (and a volume control knob) attached.

Baxter's new appearance is very similar to Robocop's nemesis Cain in Robocop 2. In the end of the movie, the only thing which was left from Cain was his spine, brain, and eye. They were all gathered in a one big jar.


46. Rogue In The House, Part 2

This episode is the final level in the video game Teenage Mutant Ninja Turtles 2: Battle Nexus.

In the videogame counterpart seen in TMNT 2: Battle Nexus, The ending is nearly identical: After Zog sacrifices himself to defeat the Shredder, Slashuur comes in and teleports Splinter and the Turtles to the dock, Slashuur bids farewell until they fight in the Battle Nexus. Shredder being rescued was not seen, but Stockman rising up from the watery depths was slightly different, except he says "You fools... I'm still alive!" and he does his evil laugh as he floats towards NY.

Zog dies in this episode.

Michelangelo says the line, "there's no need to fear, Michelangelo is here!" Michelangelo's heroic entrance is coupled with a variation of Underdog's famous catchphrase, "There's no need to fear, Underdog is here!"


47. April's Artifact

This is the first time we see Raph's fear (or hatred as he keeps saying) of bugs. This is later shown in other episodes.

The FoxBox had a blooper of this episode made when April asks the Turtles to help out with the cleaning of her store. She calls Donatello "Mike," and he corrects her. Mikey then says that they may need intialized belt buckles, making a reference to the 80s-90s cartoon.

Some of the songs used in this episode are direct homages/parodies of music heard from Phil Collins.

In Predator, the characters covered themselves in mud to hide their scent from the creatures. April and the Turtles did that here to hide their scents from the insects.

When April rises out of the mud, she does it in the same manner Sylvester Stallone did in the action film Rambo.

[CONTAINS A CURSE WORD] April says the line, "get away from him, you witch!" This episode makes a reference to the Aliens movie franchise, when April cries out this quote while saving Raphael from the hornet queen- a reference to the famous quote made by Sigourney Weaver's character in the movie, Aliens, when saving a little girl from the alien queen: "Get away from her, you bitch!"