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Episode 40: Return of the Fly
Written by: Michael Reaves

Voice Cast:
James Avery: Shredder
Greg Berg: Donatello, Bebop
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo, Rat King
Pat Fraley: Krang, Baxter Stockman
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael
Peter Renaday: Splinter

Mistakes:
1. The Technodrome is missing its upper left cannon tip when it moves forward briefly.
2. Rocksteady's eyes are white instead of yellow during the self-improvement video course scene.
3. Krang's eyes are white instead of purple right before Baxter flees the Technodrome up the Transport Module chute.

Catchphrase/Insult Countdown:
1. The Turtles say "Turtle Power!" as they are skating on the ice, but then fall down.
2. Shredder calls Bebop a pinhead right before Baxter reaches Shredder.
3. Shredder calls Bebop a fool when he strikes the module.
4. Shredder calls Rocksteady and Bebop mutant morons as they escape the crumbling sewer.

Pizza References:
1. Leonardo, Raphael, and Donatello are holding a slice of pizza at the end of the episode.
2. Shortly after, Michelangelo wants a slice of pizza, but is instead given ice by Splinter.

Pop Culture Reference:
The Rat King calls one of his rats "Mickey", in a possible reference to "Mickey Mouse".

Fourth Wall Breaking Humor:
1. Raphael says "Don't you wish you could deliver lines like that with a straight face?" as the Turtles leave the Lab.
2. Bebop says "Pretty corny dialogue, ain't it?" as he and Rocksteady hold Baxter with Shredder's cape.
3. Raphael says "I knew he say that" upon Leonardo recommending April to stay in the abandoned subway station. Upon April deciding to go instead, Raphael replies with "I knew she'd say that!"

Wacky Inventions:
1. Donatello's Gamma Ray Sonar Tracker
2. Donatello's Retrocatapult
3. Rocksteady and Bebop's Freeze Guns
4. The Valve Rig/Water Drain

Kidnapping:
April is kidnapped by Baxter as she and the Turtles prepare to arrive at the underground water tank.

Notables:
1. First time Shredder is seen without his cape
2. First appearance of the Retrocatapult, but it won't be used properly until "Corporate Raiders From Dimension X".
3. The spire that Baxter is struck by lightning to fully re-enter Earth is the Chrysler Building, which makes its only appearance in this series.
4. The first time that Michelangelo uses his grappling hook solo instead of his nunchucks when he stops the gas line. This begins his shift from the nunchucks to the grappling hook as his main weapon.
5. The episode ends with a closing circle "Iris Out" ending, a common ending style on classic cartoons.