An attempt a thorough reference list to the Old Toon

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Episode 52: Usagi Come Home
Written by: David Wise

Voice Cast:
James Avery: Shredder
Cam Clarke: Leonardo, Rocksteady, Man at Mall
Townsend Coleman: Michelangelo, Usagi Yojimbo
Pat Fraley: Krang, Obento
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil, Boy Dressed with Rabbit Ears
Rob Paulsen: Raphael
Peter Renaday: Splinter
Unknown Voice Actor: Dr. Rufus Winterbottom, Gas Station Worker

Mistakes:
1. When Leonardo uses the sewer pipe's door to protect himself from Usagi's attacks, his "L" is a Season 2-styled white.
2. Donatello says "I have an idea" in Leonardo's voice.
3. When Usagi is tossed onto the mall fountain's floor, Raphael speaks in Leonardo's voice.
4. Krang's eyes are white instead of purple on the final shot of the first Technodrome scene.
5. Usagi's eyes have a white schlera isntead of yellow right before he jumps up and cuts the sewer pipe with his sword.
6. Rocksteady's eyes are white instead of yellow as he and Bebop exit the fireworks factory.
7. Rocksteady's eyes are again white instead of yellow as Shredder says "swear eternal loyalty to me" to Usagi.

Catchphrase/Insult Countdown:
1. Shredder calls Usagi a blasted rabbit on his first appearance in this episode.
2. Shredder calls Rocksteady and Bebop imbeciles after they come out of the transport module.
3. Shredder calls Rocksteady and Bebop zeroes while they are in the alley near the Animal Society.
4. Shredder tells Usagi's task is to "destroy the Teenage Mutant Ninja Turtles." Shredder than tells Usagi if he loses the duel with him to "destroy the Turtles." Upon Usagi's defeat, Shredder reaffirms him to destroy the Turtles.
5. Michelangelo says "Cowabunga dude" after Donatello launches the fireworks.
6. Shredder calls Rocksteady and Bebop brainless hulks when he tells them that it isn't an abandoned warehouse.

Pizza References:
1. Michelangelo brings three pepperoni pizzas into Donatello's lab and says "It's pizza time".
2. A moment later, Raphael says to Donatello "too busy for pizza?"
3. A man delivers Michelangelo a pizza at the end and he explains to Usagi exactly what that food its.

Pop Culture References:
1. The title of this episode is in reference to the 1943 movie Lassie Come Home.
2. Raphael warns Donatello not to use his portal to tune into a wrestling match by mistake.
3. When the alien movie comes on Donatello's portal, Michelangelo believes he is watching "The Planet of the Rubber Bands", a spoof on the 1968 movie "Planet of the Apes". This would also inspire the title of two future episodes in this series, "Planet of the Turtles" and "Planet of the Turtleoids".
4. Michelangelo is seen playing Jacks in the training room when Donatello gives up.
5. Bebop says the famous Bugs Bunny "What's Up, Doc?" as he points his gun at Dr. Winterbottom.

Fourth Wall Breaking Humor:
1. Krang says to Shredder "watching reruns of your old failures" near the start of the episode.
2. Shredder said that he had to open his big mouth after the transport module door falls and makes him scream.
3. Michelangelo says that he always wanted to be on TV as he fools Usagi on all those TV monitors.
4. In response to Pop Culture Reference No. 5 listed above, Bebop says "I always wanted to say that".

Wacky Inventions:
1. Bebop's powerful magnet
2. Rocksteady's toy robot
3. The extreme energy boosting formula

Kidnapping:
Shredder, Rocksteady, and Bebop kidnap Obento, and is found bound and gagged at an abandoned warehouse.

Notable:
Final appearance of Usagi Yojimbo.


Episode 53: The Making of Metalhead
Written by: Michael Reaves

Voice Cast:
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang, Burne Thompson
Barry Gordon: Donatello, Bebop
Dorian Harewood: Shredder
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael
Peter Renaday: Splinter, Vernon Fenwick
Unknown Voice Actor: Megatech Security Guard
Various Voice Actors: Metalhead (originally Dorian Harewood (Shredder), than after its reprogrammed, in order of appearance, Townsend Coleman (Michelangelo), Rob Paulsen (Raphael), Cam Clarke (Leonardo), Barry Gordon (Donatello), and in the final battle, Pat Fraley (Krang).

Mistakes:
1. Bebop's Com Link was rectangular in shape when he was contacted by Shredder near the start of the episode.
2. Rocksteady's eyes are white instead of yellow after he and Bebop are thrown to the wall by Metalhead.

Catchphrase/Insult Countdown:
1. Shredder calls Bebop and Rocksteady cretins shortly after they reach the surface.
2. After the alarm at Megatech sounds, Shredder is impatient for the blasted turtles.
3. Krang tells Metalhead to seek and destroy the Turtles.
4. The Turtles say "Turtles Fight With Honor" in their first fight with Metalhead.
5. Shredder calls Rocksteady and Bebop idiots after a splash of water gets Shredder wet.
6. Shredder calls Bebop a fool and an idiot as he shoots at Metalhead.

Pizza References:
1. Michelangelo wanted a tea and toast pizza instead of chicken soup that April gives him.
2. Bebop wants to order pizza and not pay for it as he and Rocksteady are carrying sacks of money.
3. Vinnie's Pizzeria's billboard next to the Channel 6 building is visible.

Pop Culture References:
1. The Turtles in this episode are sick with Turtlepox, a parody on the human Chicken Pox disease.
2. Rocksteady says "If I only had a brain" on the first street scene, in reference to the Wizard of Oz's scarecrow quote.
3. Bebop says "Hit the road Jack" to the Megatech security guard in reference to the 1961 Ray Charles song.
4. Another "What's up boss" by Bebop in reference to Bugs Bunny's "What's up Doc?" (see Mistake No. 1)
5. As April peeks above the sewer cover into the financial district, she says "Just when you thought it was safe to come out of the sewers", in reference to the tagline from the 1975 movie Jaws.
6. As the Brainalyzer affects the Turtles, Michelangelo describes it as a heavy metal concert going on in his head.
7. When Metalhead speaks as Raphael, he wonders if the decorator of the Turtles' Lair is the Phantom of the Opera, the title character of the 1987 musical.
8. Raphael says "there goes the neighborhood", popularized in the 1970 movie Watermelon Man as Metalhead senses Shredder approaching the lair.
9. Michelangelo says "Catch us if you Can" while on his Cheapskate in pursuit of Shredder, a possible reference to the 1965 Dave Clark Five song.
10. Near the end, Donatello says that he created Metalhead as a Frankenstein.

Fourth Wall Breaking Humor:
While being gagged by Metalhead, Raphael says to Donatello "Want to run by that one more time, Donatello?"

Wacky Inventions:
1. Metalhead himself, including its remote camera
2. Krang's Brainalyzer
3. The laser beam from Channel 6's satellite dish

Notables:
1. First appearance of Metalhead. This is not the same Metal Head character from Justice Force.
2. The tension theme cue plays right before the second commercial break, but after the break, it turns out to be just a reprogrammed Metalhead by Donatello. This is the first time in the series that such tension at the end of an act turns out to be just a joke rather than an enemy attack.
3. Bebop and Rocksteady (with Shredder) get covered in cement by a truck for the first time since Shreddered and Splintered.

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I now have more episode recaps than Jester, but let's continue! About one quarter of season 3 to go!

Episode 54: Leatherhead Meets the Rat King
Written by: David Wise

Voice Cast:
Cam Clarke: Leonardo, Pizza Delivery Guy
Townsend Coleman: Michelangelo, Rat King
Jim Cummings: Leatherhead
Jennifer Darling: Irma Langinstein
Pat Fraley: Burne Thompson
Barry Gordon: Donatello
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael, Baggage Checker
Peter Renaday: Splinter, Vernon Fenwick

Mistakes:
1. The cardboard dummy of Krang is without his Android body, which would not be practical when fighting due to the clear advantage of the Turtles' power.
2. After Michelangelo blinks his green eyelids when he says "it's only garbage" while holding a slice of pizza, the next time he blinks, his eyelids are orange.

Catchphrase/Insult Countdown:
1. As the Turtles charge upon the cardboard dummies, they all shout "Go Green Machine!"
2. While April watches a tape of her report, the pre-taped April signs out by saying "This is April O'Neil for Channel 6 Happy Hour News!"
3. The Rat King calls Leatherhead a fool as he fires his bazzoka at the cardboard turtle.
4. After Leatherhead flies away, Rat King refers to the "wretched turtles".

Pizza References:
1. Michelangelo feels that the other Turtles and Splinter should just grab a garbage mountain so he can grab a pizza.
2. The pizza billboard next to the Channel 6 building is visible.
3. While still in the junkyard, an black man delivers six pizzas and asks which of the Turtles ordered a pizza with chocolate sprinkles and clam sauce. Of course the answer is Michelangelo, and starts eating it. Raphael then says that his beautiful strategy his done in by a pizza.
4. Soon afterwards, Michelangelo gets angry and says "Pepperoni Pirates! Pizza Wreckers!"

Pop Culture References:
1. Raphael quotes William Shakespeare about how a garbage dump stinks, based on the Romeo and Juliet quote "A Rose by any other name would smell as sweet."
2. Michelangelo declares victory on Mount Trashmore, a parody of Mount Rushmore.
3. Donatello uses his bo like a baseball bat, hits a bomb, and says "an infield double at least."

Fourth Wall Breaking Humor:
1. As the Turtles and Channel 6 crew huddle up in front of the poison tanker, Raphael says "this may take a while."
2. After the Rat King is trapped in the rubble, he finishes off by saying "this may take a little time."

Wacky Inventions:
1. Rat King's Rat Poison Tanker
2. Donatello's Garbage Bomb Launcher
3. Leatherhead's bazooka gun

Kidnappings:
1. Irma and Vernon are kidnapped by the Rat King and bounds and gags them.
2. April is kidnapped by Leatherhead after trying to escape the Rat King.

Notables:
1. Shredder, Krang (on his three-wheeled stool from Season 1), Bebop, and Rocksteady appear as dummies, but do not physically appear in this episode.
2. First instance in which James Avery does not voice in consecutive episodes.
3. The longest gap without Irma since she was first introduced (3 episodes) ends with this episode.
4. The shot where Leatherhead peeks into the subway tunnel with the subway train approaching closely resembles the scene from the episode "A Thing About Rats".
5. Vernon's screaming can be heard for a couple seconds after the camera fades to black at the end of Act Two.


Episode 55: The Turtle Terminator
Written by: David Bennett Carren & J. Larry Carroll

Voice Cast:
James Avery: Shredder, Stan
Greg Berg: Donatello, Bebop
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo, Balloon Vendor
Jennifer Darling: Irma Langinstein, Turtlenator
Pat Fraley: Krang, Burne Thompson
Renae Jacobs: April O’Neil
Thom Pinto: Raphael
Tony Pope: Anchorman
Peter Renaday: Splinter, Vernon Fenwick

Mistakes:
1. When Irma tells Shredder for stepping on her foot, a frozen shot of her and Rocksteady was shown instead of her action.
2. After the Turtles fight when Shredder gets the paint can stuck to his head, a shot of him exiting the Transport Module was shown instead of Rocksteady and Bebop putting him inside.
3. When April warns Leonardo on the Turtlecom that Irma has been replaced by the Turtlenator, Raphael is shown sitting next to Leonardo, but on the next shot, Michelangelo is shown sitting next to Leonardo, but then it changes back to Raphael when Leonardo says that they'll check it out.
4. While Irma is cooking on the stove, Rocksteady is speaking "what's happening with lunch" in Bebop's voice.
5. Vernon says "I've heard of hot news flashes, but this is ridiculous" using the anchorman wearing a red shirt's voice.
6. Krang's eyes are white instead of purple when he is first seen in his bubble walker.

Catchphrase/Insult Countdown:
1. Shredder calls Rocksteady and Bebop muddleheaded mutants after some salt falls on them.
2. Michaelangelo says "Cowabunga!" as he leaps toward the glass in the sewers.
3. The Turtlenated Irma calls Vernon a numbskull.
4. Rocksteady says "shellbacks" as he releases a bunch of cans on the Turtles as he, Bebop, and Shredder escape in the Transport Module (see mistake No. 2).
5. Irma says "Turtle Power" after April's Turtlecom conversation in the Turtle Van.
6. As the Turtles get out of the Turtle Van to fight the oversized Turtlenator as Irma, Raphael says Banzai, and then all Turtles immediately say "Turtles Fight With Honor".

Pizza Reference:
Michelangelo says "wake up and smell the pizza" in the Turtle Van when discussing about where Shredder and his mutants are hanging out.

Pop Culture References:
1. This episode is one big reference to the 1984 movie Terminator. Irma plays a similar role in which Sarah Connor does in the movie, though there are only two presumed Irmas rather than three like in the movie.
2. After the Turtles crash into the glass, Splinter says "Things are not always what they appear", a possible reference to the Romen poet Phadeus.
3. As Michaelangelo kicks a paint can, he says "Let the Good Times Roll", a 1956 Rock & Roll classic by Shirley & Lee.
4. Raphael calls Donatello "Einstein" in the Channel 6 Van after the famous scientist.
5. Shredder says "I wouldn't count my Turtles before they hatched", a take on the popular expression from the Aesop fable "The Milkmaid and Her Pail".
6. Raphael says "batter up!" as he throws baseballs at the Turtlenated Irma. He then says "visitors 8, home team nothing" to presume that the Turtles are losing the battle at that point.
7. Michelangelo then says "Hit Me With You Best Shot" from the Pat Benatar rock hit.
8. Raphael says "hey laser breath! Your mother wears steel sneakers" as a spoof on the phrase "Your mother wears army (combat) boots", a popular expression in the mid-20th century which referred to women of "ill-repute" while in the mirror maze to the Turtlenator.

Fourth Wall Breaking Humor:
1. Bebop says "you don't want to know" with regards to what Shredder is saying when the paint bucket is stuck over his head.
2. Irma says that the Turtlenator (as Irma) eyes shooting laser beams are "kinda attractive".

Wacky Inventions:
1. The Turtlenator robot
2. The Turtlenator's magnetic ray and laser beams

Kidnapping:
Irma is kidnapped by Rocksteady and Bebop.

Notables:
1. The first of only two episodes in which two Turtles are voiced by alternate voice actors.
2. Last episode in which Raphael is voiced by Thom Pinto.
3. This episode proves that April and Irma's apartments are in the same building.
4. Final mention of Tiffany in this series whom Burne is speaking to on the phone. Her last full appearance was in the episode 20,000 Leaks Under the City.
5. Krang is seen in his bubble walker in this episode.
6. This episode is animated by Murakami Wolf Dublin.

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Episode 56: The Great Boldini
Written by: Francis Moss

Voice Cast:
Cam Clarke: Leonardo, Dr. Fishfine
Townsend Coleman: Michelangelo, Rat King
Pat Fraley: The Great Boldini, Sergeant O'Flaherty
Barry Gordon: Donatello, Lt. Bronski
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael, Zach, Rodney
Peter Renaday: Don Turtelli
Maggie Roswell: Caitlin

Mistakes:
1. As the Turtles are being threatened with arrest, Raphael says "I look terrible in stripes," but his mouth doesn't move to the line.
2. Leonardo and Raphael's color's switched when Donatello read the side of Turtelli's van. Also, Leonardo's L is a Season 2-styled white.
3. Zach was missing his backpack right before he told Don Turtelli the emerald's location.
4. When we see Donatello's face close-up at the museum, his eyes overlap his mask and also lacks an inkline applied to it.
5. After Caitlin was captured by Turtelli and the camera zooms on Turtelli holding her, her shirt changes from pink to yellow.
6. When Caitlin talks to Donatello in the computer room, his "D" is a Season 2-styled white.
7. When Donatello picks up Caitlin onto his shoulders in the art gallery, we instead go to a shot of the wooden crates from the museum's basement are shown.
8. When Michelangelo speaks in front of the table about his famous magical hat trick for the first time, his "M" is a Season 2-styled white. When we zoom in on Michelangelo, he blinks with orange eyelids instead of the green established by this point in the series.
9. When we first pan to the museum, the "6" on the News Van is backwards.
10. Leonardo speaks in Donatello's voice when he states that Caitlin is an associate turtle.
11. Right as the Turtles drive the news van back into the sewers, the "6" is backwards.
12. As Michelangelo lands after getting blown by the winds and says "This is outdoor weather", his "M" and Donatello's "D" are a Season 2-styled white.

Catchphrase/Insult Countdown:
1. April signs out with "This is April O'Neil, Channel 6 News" after Boldini tied and gagged on the floor.
2. The Turtles say "Turtle Power!" as they try to escape from O'Flaherty and Bronski.
3. Donatello answers his Turtlecom by saying "Donatello here."
4. April signs out with "This is April O'Neil, for Channel 6 News" after she feels that the Turtles are to blame for the stolen emerald.
5. As the Turtles try to head into the sewers, O'Flaherty shows up and calls the Turtles "Wretched larnydivers."
6. Raphael says "Banzai!" as the Turtles throw snowballs at Turtelli.
7. In the following scene, Michelangelo says a stock voiced "Cowabunga".

Pizza References:
None in this episode.

Pop Culture References:
1. Michelangelo performs as a magician in the Lair, complete with a magic wand, hat, and rabbit. He even says lingo such as "Abracadabra".
2. In the museum's storage room right before Caitlin tosses the Emerald to Turtelli, we see a painting of Mona Lisa and a statue of Michelangelo's David.
3. Donatello tells April for Michelangelo to stop acting like he is in a gangster movie.

Fourth Wall Breaking Humor:
1. Donatello says "the show isn't over, its just beginning" in response to seeing that the Tortellini Emerald being stolen.
2. Raphael says "this is a family show" after Donatello asks if there will be a strip search by the museum's security guards.
3. April says "don't I always" in response to Donatello's command to cover the story of Turtelli's and Boldini's arrest.

Wacky Inventions:
1. The museum's laser alarm system
2. The museum's computer room and climate control system.

Kidnappings:
1. Zach and Caitlin are kidnapped by Don Turtelli thinking that Boldini is suspicious.
2. After hiding the emerald, Zach and Caitlin are recaptured by Boldini with the Rat King's assistance.
3. Boldini and Turtelli are captured and handed over to the police by the Turtles.

Notables:
1. Final appearance of Don Turtelli and his minions.
2. In the episode "The Fifth Turtle", Zach says that he is going on 14, but here is acts more like an eight to ten-year old. Zach even says "yuck, she's not my girlfriend" to Caitlin after she gets captured and one of Turtelli's minions threatens to attack Zach.
3. First episode without Splinter.


Episode 57: The Missing Map
Written by: David Wise

Voice Cast:
James Avery: Shredder, Cop in Park
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil
Nicholas Omana: Walt
Rob Paulsen: Raphael, Zach
Peter Renaday: Splinter, Army General
Unknown Voice Actor: Man with Mint Hose

Mistakes:
1. As Bebop and Rocksteady fire their laser guns at the Turtles, the drill tip of the transport module is missing.
2. After Leonardo releases a large balloon he rides on, he's colored like Michelangelo.
3. Donatello and Michelangelo seem worried about themselves when Rocksteady corners them in the tanker. But in every previous appearance, they kicked Bebop and Rocksteady's butts.
4. Walt fully covers Rocksteady fully in mint-scented extinguishment, but his dagger is untouched.
5. The top eye of the Technodrome is missing when it slides towards the lava river.
6. When the Turtles are in the sewers looking for Zach, Raphael speaks in Leonardo's voice.
7. When Walt ran across the park full of people, the zoomed in shot shows his shirt beige instead of white.
8. In the first shot of Krang preparing the Thought Extractor, Rocksteady's strap and bandolier are grey.
9. When Rocksteady stands over a trap door in the Technodrome, his belt is grey.
10. When Rocksteady fires at the Turtles, the red tip on his stun-laser rifle and his shoulder strap are missing.
11. Leonardo's Turtlecom is round in shape like April's when she contacts him.
12. The Foot Clan symbol on the second Techno-Rover that Zach controls was mirror flipped when it launched its missles.
13. Rocksteady's stun-laser rifle switched colors when he dropped it after Walt covered it in mint foam.
14. Splinter's kimono is colored black instead of magenta in several sections when we see a shot of his side facing Zach with Raphael and Leonardo sitting on the couch. He is again shown with the same color pattern at the final scene of the episode.
15. When Rocksteady and Bebop charge to grab Zach, his eyes are white instead of yellow.
16. As Rocksteady and Bebop carry Zach away across the bandshell, Rocksteady's eyes change from white to yellow.
17. April's Turtlecom is grey instead of gold when she contacts Leonardo.
18. When Raphael says "Stand back Walt, we'll handle this", his belt initial is colored in the Season 2 style.
19. After Leonardo mentions that the cannon is 100 years old, his eyelids are blue instead of green.
20. Michelangelo's "M" is missing on his belt when standing next to Raphael in the shot that includes Splinter, Walt, and Zach at the end of the episode. In the next shot, his eyelids are orange instead of green.

Catchphrase/Insult Countdown:
1. The episode starts with the famous "This is April O'Neil, Channel 6 News".
2. Zach says "Turtle Power" when he grabs the pouch from Walt and onto the park's bandshell.
3. As Walt is grabbed by Shredder, he refers to Rocksteady and Bebop as numskulls.
4. Zach says "Turtle Power!" as he escapes from the Thought Extractor chamber.
5. Bebop says "Mama!" as he and Rocksteady land in the Technodrome's laundry room.
6. Krang says "Oh No!" after Zach says that it's Eyeball Missle time.
7. The Turtles say "Turtle Power" after Donatello spots a Techno-Rover.

Pizza Reference:
The scrapbook contains the crust from Michelangelo's first slice of pizza.

Pop Culture References:
1. Right before Zach and Walt leave the sewers, Michelangelo says "That's the way we like it" in reference to the 1975 KC and the Sunshine Band song.
2. The bandshell stage contains a fencing foil, mask, and shield.
3. A slot machine is used to indicate the data that is needed to be extracted on the Thought Extractor.

Fourth Wall Breaking Humor:
1. Rocksteady says "How do I look?" after Bebop tells him that he's on stage.
2. Shortly before the end of Act I as the tension theme plays, Rocksteady says that this play has one more act (even though there are still two acts).
3. Krang says that he loves it when Shredder begs after he said "Please?"

Wacky Inventions:
1. Krang's Thought Extractor
2. The Foot's Techno-Rovers with Eyeball Missles
3. The Technodrome's Automatic Ventilation System
4. The Technodrome's Gyroscopic Balance Control
5. Shredder's Surveillance Drome

Kidnapping:
Zach is captured by Shredder and taken to the Technodrome.

Notables:
1. Raphael found it humiliating that the Turtles used to get lost in the sewers.
2. The first episode where Krang uses a device to extract information from his victim's minds.
3. The Turtles have a picture of themselves before their mutation. It is unknown whether Splinter photographed them before they mutated or if the Turtles had an encounter with the boy who purchased them.
4. The TMNT Scrapbook contains a reference from the episode "Beware the Lotus", and mentions Lotus and the blossom.
5. First appearance of Walt.
6. Despite not being the official Fifth Turtle (Raphael refers to him at the "sixth turtle"), Walt's shirt consists of the number 5, which is being used on April O'Neil's shirt in the 2012 Nickelodeon series.
7. Bebop reveals that the Technodrome consists of 972 rooms.

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Episode 58: The Gang's All Here
Written by: James A. Davis

Voice Cast:
James Avery: Shredder
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo, Lugnut
Pat Fraley: Krang, Burne Thompson, First Teenager
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil, Jersey Red
Rob Paulsen: Raphael, Second Teenager
Peter Renaday: Splinter, Vernon Fenwick

Mistakes:
1. When the Turtles discover that the mutagen cookie is unstable, Leonardo is speaking with Donatello's voice, but in the same shot, his voice changes back to normal.
2. Leonardo and Raphael's colors switch when Donatello works on an antidote to restore Michelangelo to normal.
3. Look carefully for this one. When Leonardo drives the Turtle Van as he says "there are 12 million people in this city", the word "TURTLES" is missing from the shell on the front bumper.

Catchphrase/Insult Countdown:
1. Shredder calls Bebop and Rocksteady oafs when they are still in their disguises minus their faces.
2. Michelangelo says that it could be a major bummer if he didn't try right before he mutates into a human for the first time.
3. After Michelangelo tosses Jersey Red, he says "Turtle Power does it again!"
4. The last word on Michelangelo's note to the other Turtles is determined to be Cowabunga when Donatello reads it.
5. Raphael says "Banazai!" when he, Leonardo, and Donatello come to the rescue.
6. Shortly after, Raphael, Leonardo, and Donatello say "Turtles Fight with Honor."
7. April says "Put me down you muscle bound mutant" in the next shot as Rocksteady gags her away up the cargo net.
8. Michelangelo says that he needs some "Total Turtle Power" as he tries to pull April up to him atop the ship.

Pizza References:
1. Donatello says "no time for pizza guys" at the start of the episode.
2. Michelangelo admits that the cookies in the bag given by the disguised Bebop and Rocksteady were not pizza, but at least round.
3. Vinnie's Pizzeria's billboard next to the Channel 6 building is visible twice, in particularly in the shot near the end of the episode.
4. Michelangelo says that Jersey Red is going to pound April into pizza dough, right before he transforms back into a Turtle for the first time.
5. Leonardo, Donatello, and Raphael are eating pizza in the kitchen when Raphael asks Leonardo and Donatello where Michelangelo is.
6. In the final scene, Michelangelo says that he can hardly wait for the tubular pizza. Donatello brings out a chocolate chip pizza, and Michelangelo decides not to eat it due to his recent experience as a human.

Pop Culture References:
1. Leonardo always wondered what it would be like riding in a Western rodeo.
2. Vernon wants a show on Matchbook collecting, which involves collecting matchbooks mostly from restaurants and hotels.
3. As Michelangelo says "Bright lights, big city, here comes Michael J. Angelo", he may be referring to the 1961 song by Jerry Reed and being a take on the actor Michael J. Fox.
4. The title of this episode may refer to several different works of fiction, from the 1939 Googie Withers film, to the 1941 Mantan Moreland and Frankie Darro film, to the 1943 Busby Berkeley film, or to the Fred Astaire song. There was even an episode from the animated series "Alvin and the Chipmunks" made in 1984 and an episode from the series "Pee-wee's Playhouse". However, it is most likely in reference to the 1917 song "Hail, Hail, the Gang's All Here" written by D.A. Esrom.
5. As Michelangelo swings on a rope to rescue April from Rocksteady, she says that "you might be Tarzan, but I'm not Jane" from Tarzan lore.

Fourth Wall Breaking Humor:
1. Krang calls Shredder a comedian after he said that he knew a splendid recipe for boiled brains.
2. Burne says to April that violence, crime, and brutality are all the elements of great family viewing.
3. Raphael says "don't you fellas know I never work without a net?" after he uses an axe at the gang members.

Wacky Inventions:
1. Donatello's antidote spray can to the Anti-Mutagen Formula.
2. Donatello's mutagen-trackeing ray

Kidnapping:
April is gagged by Rocksteady aboard the ship.

Notables:
1. None of the gang members are part of same punks from season 1. This is because Shredder mutated them in "Hot Rodding Teenagers" and cured them in "Shreddered and Splintered."
2. The final usage of the very first background music cue, first heard at the very beginning of Turtle Tracks, is used in this episode when April decides to dress up as a gang member.


Episode 59: The Grybyx
Written by: Michael Reaves

Voice Cast:
James Avery: Shredder
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang, Zak
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil
Tress MacNeille: Kala
Rob Paulsen: Raphael, The Grybyx
Thom Pinto: Dask
Peter Renaday: Splinter, News Anchorman

Mistakes:
1. Bebop's laser pistol gets gunked up, and then when he accidentally throws it, it becomes a riffle.
2. When the transport module get shot, Bebop says "boss, I think we oughta run" in Rocksteady's voice.
3. As the monster Grybyx chases the Turtles, April, and Neutrinos, Raphael runs sideways and the background moves to the other side.
4. After the Neutrinos are back in Dimension X, Leonardo's, Donatello's, and Michelangelo's belt initials are in their Season 2 color pattern.

Catchphrase/Insult Countdown:
1. Michelangelo says "Holy guacamole" when he sees the Grybyx come through the portal.
2. Shredder calls Bebop and Rocksteady fools when he first encounters the Grybyx.
3. Leonardo says "Turtles Fight With Honor" while still on the Turtlecycle.
4. Michelangelo says "Let's Kick some Shell" and "Cowabunga" during the same fight.
5. Shredder calls Leonardo a meddling reptile right before the Grybyx's rifle fires at Shredder. As he flees, he then blames it on the "blasted Grybyx."
6. The Turtles say "Go Green Machine!" right before Shredder stuns them with his spray.
7. Shredder calls Rocksteady a sentimental sob in the power plant.
8. Michelangelo says "Holy guacamole" after he sees the supersized Grybyx come out of the power plant.
9. Shredder refers to the "Blasted Grybyx" after he comes out of the store with his completed component. He then calls Bebop and Rocksteady bugbrains after they smash that component.
10. Bebop says "Mama!" right before he gets swung in circles on the swing set by the Grybyx's laser.

Pizza References:
1. Raphael says that the loser pays for the pizzas based upon who loses Ninja practice.
2. April presents one of Michelangelo's pizzas to the Grybyx, but upon eating it, it turns evil into a big monster. April doubts by saying "what harm could a little pizza do."

Pop Culture References:
1. Michelangelo and Donatello are playing Pong on the TV at the start of the episode.
2. Michelangelo compared the trash can lid that the Grybyx is floating to a flying saucer of UFO lore.

Fourth Wall Breaking Humor:
1. After Leonardo says that its too quiet, Raphael says "and how do I know he was going to say that?"
2. Krang personally thinks that Grybyxes are bothersome little things.
3. Shredder says "what a heart-wrenching touching scene" right before he tells his minions to stun the Turtles/Neutrinos/April.
4. Raphael says "now you know why he's our leader" after Leonardo says "now they're outgoing."
5. Raphael looks into the "camera" and says "don't you just hate it when people can't control their pets?"
6. Michelangelo admits that he means in the nicest possible way that the Grybyx is like a one man demolition squad.

Wacky Inventions:
1. The Grybyx's psychokinetic abilities, the power of moving things just by thinking about them.
2. Shredder's Electrokinetic Detector
3. Dask's Grybyx Tracking Device
4. Shredder's shield used to deflect the Grybyx's laser beam.
5. The psychokinetic energy draining device in the power plant.

Notables:
1. The final appearance of the "zoo cue", commonly associated with Bebop and Rocksteady in Season 1.
2. This episode has some parallels with the plot of The Case of the Killer Pizzas. Like the Pizza Monsters in that episode, Grybyxes eating pizza (or any earth food) causes them to grow into giant monsters, but the difference is that unlike the Pizza Monsters who became evil upon microwave cooking, it doesn't become evil until after the tasting. Incidentally, the same music cue is used as April sees the Grybyx grow evil and turn into a monster. Grybyxes turn normal and smaller upon getting wet, in a parallel situation to the Pizza Monsters getting electrocuted. But a big difference is that water makes Pizza Monsters grow to full size, which is the opposite of Grybyxes. Also, the Grybyx flees the good guys like the small pizza monsters fleed en route to the sewers.
3. April's nails are pink in this episode, instead of the normal tan.
4. Final appearance of the Turtlecycle.
5. This episode is animated by Murakami Wolf Dublin.

[pannoni1]

Episode 60: Mr. Ogg Goes to Town
Written by: David Wise

Voice Cast:
James Avery: Shredder, Museum Security Guard
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang, Sailor
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael, Mr. Ogg, Museum Professor
Peter Renaday: Splinter

Mistakes:
1.When Donatello comes to the rescue by knocking the time bomb into the river, he says it with Raphael's stocked-voiced "Banzai!"
2. Leonardo had Raphael's sais on his belt when Donatello asks Ogg what he had against the Turtles.

Catchphrase/Insult Countdown:
1. Shredder calls Rocksteady a birdbrain when Rocksteady watches the museum exhibit on TV.
2. Shredder tells Bebop and Rocksteady to take care of the insolent creature after Mr. Ogg kisees Shredder.
3. Rocksteady then calls Mr. Ogg a pipsqueak before he turns him and Bebop into mini-mutants.
4. When April tries to get into the museum in front of the security guard, she says "April O'Neil, Channel 6 News."
5. See the Mistake.

Pizza Reference:
Michelangelo cooks a pizza at the end of the episode with lots of hardware store-type toppings, such as a wrench, screwdriver, and bolts.

Pop Culture References:
1. The episode title is a reference to the 1936 Frank Capra movie "Mr. Deeds Goes to Town."
2. Dimension Z is obviously a Dimension X parody, which itself was a 1950s science fiction radio drama.
3. Michelangelo describes the tuxedos that Raphael asks why the Turtles are wearing as "squares", a popular 1950s term describing a person with conservative taste.
4. Mr. Ogg says that a great movie would be "The Turtle Chainsaw Massacre", a parody on the 1974 horror film "The Texas Chainsaw Massacre."
5. The Statue of Liberty is shown in this episode.
6. Mr. Ogg returns to Dimension Z through Donatello's portal by saying "And away we go!", which was the phrase that was used to open an episode of the 1950s-60s Jackie Gleason Show.

Fourth Wall Breaking Humor:
1. April says "Me and my big mouth" after she says "are you nuts?"
2. Shredder says "why should they get all the bad puns" after he fires some oil at Michelangelo and Raphael.
3. Raphael says that "We're Teenage Mutant Ninja Turtles and that we should escape a corny setup like this", when referred to being tied up with a time bomb about to explode.

Wacky Inventions:
1. Dimension Z's Oil Transmuter Forumla
2. The missle rope that Shredder uses to catapult onto the oil tanker
3. The Numatic Module connecting the oil tanker to the Technodrome
4. Shredder's time bomb

Notables:
1. We see Shredder's personal quarters consisting of lots of antique Asian vases and porcelain.
2. Michelangelo uses his Grappling Hook in this episode, though he still holds his nunchucks in another shot.
3. Final appearance of a background music cue when Donatello first moves his Portable Portal Generator.
4. This episode ends with a background music cue often used in tension situations, the first instance in this series.


Episode 61: Shredderville
Written by: Francis Moss

Voice Cast:
Cam Clarke: Leonardo, Rocksteady, Angry Mob Member
Townsend Coleman: Michelangelo, Dave the Disguise Store Guy
Jennifer Darling: Irma Langinstein, Robot Receptionist
Pat Fraley: Krang, Burne Thompson, First Rock Soldier
Barry Gordon: Donatello, Bebop
Dorian Harewood: Shredder
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael, Zach, Second Rock Soldier
Peter Renaday: Splinter, Vernon Fenwick, General Traag

Mistakes:
1. During the studio fight, Leonardo has his swords drawn, but after the commercial break, he draws them again.
2. When the Turtles first enter the costume shop, the store clerk doesn't have a mustache, but he's supposed to.
3. During the last fight between human Rocksteady and Bebop, Donatello's bo breaks into two pieces, but later when in Shredder's office, he has in back on his shell.
4. The Technodrome is much smaller in this episode than in any other episode.
5. During the day, the sky is red and polluted, but at night, the sky looks normal.
6. Rocksteady's camouflage pattern is on his shirt, but in season 1, his camouflage patter is on his pants.
7. Michelangelo is shown at the end of the episode with no nunchucks on his belt even though his grappling hook broke instead.
8. When General Traag and the Rock Soldiers seek the Turtles outside the Technodrome, they are shown in the doorway with pink spray paint on them before Zach applied it to them.
9. Raphael tells Rocksteady and Bebop that they already had sent them to the cleaners in reference to the Turtles throwing them into the Channel 6 building's basement, but they already encountered the two afterwards before they escaped the building.
10. Rocksteady and Bebop's laser pistols are drawn larger than normal when they use them against the Turtles in their first scene.

Catchphrase/Insult Countdown:
1. Michelangelo says Cowabunga after the Channel 6 elevator door opens.
2. Michelangelo says Cowabunga as the Turtles use their grappling hooks to escape and slide down out of the Channel 6 building.
3. Zach says "I owe you one" after he gives the Turtles a high-five after escaping the Technodrome.
4. Michelangelo and Donatello say "Turtle Power!" as they come into battle with the two Rock Soldiers.
5. Rocksteady and Bebop call the Turtles "mutant wimps" as they encounter the Turtles in the Channel 6 hallway.

Pizza References:
1. Before the dream, Michelangelo wishes for a double-decker fudge-filled pizza.
2. When the Turtles reach the surface seeing Shredderville for the first time, Michelangelo says that the street kind of reminds him of the lair after a pizza party.

Pop Culture References:
1. The plot of this episode is a spoof of the 1946 holiday film "It's a Wonderful Life."
2. The store front of Dave's Disguises features a large Mr. Potato Head.
3. The One Dollar bill shown in Dave's Disguises features Shredder as a portrait, and the motto is changed to "In Shredder We Trust."
4. The room where the Turtles battle Bebop and Rocksteady is said by Michelangelo to be right out of the Arabian Nights, with April and Irma dressed up as Arabian princesses throughout this episode.
5. Vernon presents an episode of "I Love Shredder," a parody of "I Love Lucy."
6. Leonardo says "Boo!" to Vernon and Burne scaring Vernon into a baby grand piano, which is a possible reference to the 1932 comedy movie.
7. Michelangelo says that he'd seen cars at a demolition derby in better condition than the Technodrome.
8. Human Bebop describes the Turtles as not the four Tooth Fairies, but (Snow White &) the Seven Dwarfs.

Fourth Wall Breaking Humor:
1. Michelangelo says that the world is in terrible shape when he sees that the globe in the Channel 6 lobby is damaged.
2. Raphael says that he'll never know how "I Love Shredder" ended after Michelangelo causes the rock soldiers to take notice and avenge against the Turtles.

Wacky Invention:
The Technodrome's external megaphone

Notables:
1. Irma appears for the first time since the Turtle Terminator, ending the longest time between appearances in the series up to this point (5 episodes)
2. One of the few times in the series where Shredder is dressed outside his combat armor. He only wears the face mask and helmet from his battle armor, and is clad in a business suit.
3. The second episode where Shredder is shown as a baby in one scene.
4. This is the only episode in which the majority of the story is a dream, in which the transition takes place when a snoring Donatello is awakened by a splash of water. We transition out of the dream when April says "get up Donatello" when clinging onto the falling Channel 6 building, and return to normal when Splinter says "get up Donatello."
5. April's stock-voiced scream is heard as she and Irma run from the Turtles in the Arabian-themed room.
6. Bebop and Rocksteady are shown in their human forms in this episode.
7. Krang is only seen on his original stool from Season 1 in this episode.
8. Michelangelo uses his Grappling Hook individually in this episode despite still being Season 3.

[pannoni1]

Episode 62: Bye, Bye, Fly
Written by: David Wise

Voice Cast:
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang, Baxter Stockman
Barry Gordon: Donatello, Bebop
Dorian Harewood: Shredder
Renae Jacobs: April O’Neil, Female Archeologist
Rob Paulsen: Raphael
Peter Renaday: Splinter, Male Archeologist
Unknown Voice Actor: "Z", the Spaceship Computer

Mistake:
When Shredder, Bebop, and Rocksteady reach the temple, the Turtles are shown coming out of a sewer tunnel, but a few shots later when the same sewer tunnel is shown, the Turtles are nowhere to be seen.

Catchphrase/Insult Countdown:
1. April signs out of her first report saying "This is April O'Neil, Happy Hour News!"
2. While Shredder is busy figuring out how to get the portal to work, he calls Rocksteady and Bebop cretins.
3. Michelangelo says "Cowabunga" as he floats away in the Sewer Tube.
4. Leonardo says "Turtle Power" as he fires a missle from his Sewer Tube at the Footskis.
5. Bebop calls the Turtles "shellheads" in response.
6. After Rocksteady's arrow hits Michelangelo's Sewer Tube, he says "Cowabunga."
7. Shredder calls the Turtles repulsive reptiles right before his comlink conversation with Krang.
8. Krang calls Baxter a bugbrain right before Shredder heads toward the Temple in his Footski.
9. Shredder as a fly calls Rocksteady and Bebop fools and idiots.
10. Shredder calls Bebop a miserable mutant when he asks why he must do the job from just an insect.

Pizza References:
1. Michelangelo says that watching April on the news "pizza time." The Turtles are seen eating pizza while watching her report.
2. After Michelangelo is transformed back into a turtle, he says that he feels like a pizza.
3. When the Turtles return to the lair, Michelangelo says that the archaeologists could be digging into the pizza pantry at any minute.

Pop Culture References:
1. The title of this episode is a possible reference of the 1960 musical "Bye, Bye, Birdie."
2. The Turtles are performing Aerobics at the start of the episode.
3. When we first see Baxter, he is seen singing "Here we go gathering trash in May", a parody of the folk song/nursery rhyme "Here we go Round the Mullberry Bush."
4. As the Turtles see Shredder down the river, Raphael says "we're up the creek", referring to the 1984 comedy movie.
5. Bebop asks Krang for a lifetime subscription to comic books.

Fourth Wall Breaking Humor:
At the end of the episode, Raphael says that the Turtles have been saved by science, causing all to laugh hard.

Wacky Inventions:
1. The Temple Spaceship
2. Z, the Spaceship's computer
3. Donatello's camcorder
4. The Spaceship's pan-dimensional warp drive, consisting of several pieces including a beryllium crystal and the retaining bolt that is never recovered to complete the warp drive.
5. The Spaceship contains a mutant gun that can change anyone into a particular animal at a much smaller size.
6. The Spaceship galley's Food-o-Matic robots, complete with cooking utensils

Notables:
1. The first appearance of Baxter's spaceship computer, "Z". His name will not be mentioned until "Son of Return of the Fly II."
2. Final episode in which Dorian Harewood voices Shredder.
3. The Sewer Tubes are finally formally introduced in this episode despite being its third overall appearance.
4. Baxter says "Good riddance to bad rubbish", the same phrase that Shredder said to him right before being sent to the Technodrome to turn into a fly as he scares the archeologists away.
5. Baxter turns Michelangelo into a gerbil, the only time that a Turtle has been both shrunken down in size and turned into a different animal in this series.
6. Baxter says "Aaaahhh!!! Monsters!" just like the old lady with a gun in the episode Turtle Tracks when he first sees the Turtles with their protective armor.

[gobo]

Go ninja go ninja go! ^_^

[jorgovan21]

Originally Posted by pannoni1

Episode 52: Usagi Come Home
Written by: David Wise

Voice Cast:
James Avery: Shredder
Cam Clarke: Leonardo, Rocksteady, Man at Mall
Townsend Coleman: Michelangelo, Usagi Yojimbo
Pat Fraley: Krang, Obento
Barry Gordon: Donatello, Bebop
Renae Jacobs: April O’Neil, Boy Dressed with Rabbit Ears
Rob Paulsen: Raphael
Peter Renaday: Splinter
Unknown Voice Actor: Dr. Rufus Winterbottom, Gas Station Worker

Mistakes:
1. When Leonardo uses the sewer pipe's door to protect himself from Usagi's attacks, his "L" is a Season 2-styled white.
2. Donatello says "I have an idea" in Leonardo's voice.
3. When Usagi is tossed onto the mall fountain's floor, Raphael speaks in Leonardo's voice.
4. Krang's eyes are white instead of purple on the final shot of the first Technodrome scene.
5. Usagi's eyes have a white schlera isntead of yellow right before he jumps up and cuts the sewer pipe with his sword.
6. Rocksteady's eyes are white instead of yellow as he and Bebop exit the fireworks factory.
7. Rocksteady's eyes are again white instead of yellow as Shredder says "swear eternal loyalty to me" to Usagi.

Catchphrase/Insult Countdown:
1. Shredder calls Usagi a blasted rabbit on his first appearance in this episode.
2. Shredder calls Rocksteady and Bebop imbeciles after they come out of the transport module.
3. Shredder calls Rocksteady and Bebop zeroes while they are in the alley near the Animal Society.
4. Shredder tells Usagi's task is to "destroy the Teenage Mutant Ninja Turtles." Shredder than tells Usagi if he loses the duel with him to "destroy the Turtles." Upon Usagi's defeat, Shredder reaffirms him to destroy the Turtles.
5. Michelangelo says "Cowabunga dude" after Donatello launches the fireworks.
6. Shredder calls Rocksteady and Bebop brainless hulks when he tells them that it isn't an abandoned warehouse.

Pizza References:
1. Michelangelo brings three pepperoni pizzas into Donatello's lab and says "It's pizza time".
2. A moment later, Raphael says to Donatello "too busy for pizza?"
3. A man delivers Michelangelo a pizza at the end and he explains to Usagi exactly what that food its.

Pop Culture References:
1. The title of this episode is in reference to the 1943 movie Lassie Come Home.
2. Raphael warns Donatello not to use his portal to tune into a wrestling match by mistake.
3. When the alien movie comes on Donatello's portal, Michelangelo believes he is watching "The Planet of the Rubber Bands", a spoof on the 1968 movie "Planet of the Apes". This would also inspire the title of two future episodes in this series, "Planet of the Turtles" and "Planet of the Turtleoids".
4. Michelangelo is seen playing Jacks in the training room when Donatello gives up.
5. Bebop says the famous Bugs Bunny "What's Up, Doc?" as he points his gun at Dr. Winterbottom.

Fourth Wall Breaking Humor:
1. Krang says to Shredder "watching reruns of your old failures" near the start of the episode.
2. Shredder said that he had to open his big mouth after the transport module door falls and makes him scream.
3. Michelangelo says that he always wanted to be on TV as he fools Usagi on all those TV monitors.
4. In response to Pop Culture Reference No. 5 listed above, Bebop says "I always wanted to say that".

Wacky Inventions:
1. Bebop's powerful magnet
2. Rocksteady's toy robot
3. The extreme energy boosting formula

Kidnapping:
Shredder, Rocksteady, and Bebop kidnap Obento, and is found bound and gagged at an abandoned warehouse.

Notable:
Final appearance of Usagi Yojimbo.


Episode 53: The Making of Metalhead
Written by: Michael Reaves

Voice Cast:
Cam Clarke: Leonardo, Rocksteady
Townsend Coleman: Michelangelo
Pat Fraley: Krang, Burne Thompson
Barry Gordon: Donatello, Bebop
Dorian Harewood: Shredder
Renae Jacobs: April O’Neil
Rob Paulsen: Raphael
Peter Renaday: Splinter, Vernon Fenwick
Unknown Voice Actor: Megatech Security Guard
Various Voice Actors: Metalhead (originally Dorian Harewood (Shredder), than after its reprogrammed, in order of appearance, Townsend Coleman (Michelangelo), Rob Paulsen (Raphael), Cam Clarke (Leonardo), Barry Gordon (Donatello), and in the final battle, Pat Fraley (Krang).

Mistakes:
1. Bebop's Com Link was rectangular in shape when he was contacted by Shredder near the start of the episode.
2. Rocksteady's eyes are white instead of yellow after he and Bebop are thrown to the wall by Metalhead.
3. How did Metalhead get Krang's voice?

Catchphrase/Insult Countdown:
1. Shredder calls Bebop and Rocksteady cretins shortly after they reach the surface.
2. After the alarm at Megatech sounds, Shredder is impatient for the blasted turtles.
3. Krang tells Metalhead to seek and destroy the Turtles.
4. The Turtles say "Turtles Fight With Honor" in their first fight with Metalhead.
5. Shredder calls Rocksteady and Bebop idiots after a splash of water gets Shredder wet.
6. Shredder calls Bebop a fool and an idiot as he shoots at Metalhead.

Pizza References:
1. Michelangelo wanted a tea and toast pizza instead of chicken soup that April gives him.
2. Bebop wants to order pizza and not pay for it as he and Rocksteady are carrying sacks of money.
3. Vinnie's Pizzeria's billboard next to the Channel 6 building is visible.

Pop Culture References:
1. The Turtles in this episode are sick with Turtlepox, a parody on the human Chicken Pox disease.
2. Rocksteady says "If I only had a brain" on the first street scene, in reference to the Wizard of Oz's scarecrow quote.
3. Bebop says "Hit the road Jack" to the Megatech security guard in reference to the 1961 Ray Charles song.
4. Another "What's up boss" by Bebop in reference to Bugs Bunny's "What's up Doc?" (see Mistake No. 1)
5. As April peeks above the sewer cover into the financial district, she says "Just when you thought it was safe to come out of the sewers", in reference to the tagline from the 1975 movie Jaws.
6. As the Brainalyzer affects the Turtles, Michelangelo describes it as a heavy metal concert going on in his head.
7. When Metalhead speaks as Raphael, he wonders if the decorator of the Turtles' Lair is the Phantom of the Opera, the title character of the 1987 musical.
8. Raphael says "there goes the neighborhood", popularized in the 1970 movie Watermelon Man as Metalhead senses Shredder approaching the lair.
9. Michelangelo says "Catch us if you Can" while on his Cheapskate in pursuit of Shredder, a possible reference to the 1965 Dave Clark Five song.
10. Near the end, Donatello says that he created Metalhead as a Frankenstein.

Fourth Wall Breaking Humor:
While being gagged by Metalhead, Raphael says to Donatello "Want to run by that one more time, Donatello?"

Wacky Inventions:
1. Metalhead himself, including its remote camera
2. Krang's Brainalyzer
3. The laser beam from Channel 6's satellite dish

Notables:
1. First appearance of Metalhead. This is not the same Metal Head character from Justice Force.
2. The tension theme cue plays right before the second commercial break, but after the break, it turns out to be just a reprogrammed Metalhead by Donatello. This is the first time in the series that such tension at the end of an act turns out to be just a joke rather than an enemy attack.
3. Bebop and Rocksteady (with Shredder) get covered in cement by a truck for the first time since Shreddered and Splintered.

See Making of Metalhead... I added a mistake.