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Shredder wants Krang to send more Mutagen to create more mutants to stop the Teenage Mutant Ninja Turtles. Krang launches the mutagen canister through the dimensional portal, but an “ion storm” in Dimension X causes the canister to land in a Florida swamp instead of New York City, mutating four frogs who had recently come in contact with a young boy. Using a holographic projector, Shredder projects a suit onto his costume and heads to Florida to find the mutagen. But before he leaves he commands Bebop and Rocksteady, to keep the Turtles busy in his absence. Meanwhile, at Channel 6, April O’Neil gets information that frog like monsters were seen in Florida's swamp. April notifies the Turtles of the discovery, but before the TMNT can leave for Florida, they must take care of Rocksteady and Bebop, who are causing problems during Shredder's absence. The Shredder arrives in Florida and meets four talking mutant frogs. He realizes their potential as a mutant army, as they can speak, and claims to love all living things. He lures them into his boat and with his holographic projector, projects clothes on the four of them. Now thinking he's a nice person, Shredder plans to take them back to New York City to fight the supposedly "evil" Turtles. In New York City, the TMNT are busy fighting Bebop and Rocksteady, who were wreaking havoc in Times Square to distract the TMNT when they are called back to Shredder's hideout. Bebop and Rocksteady arrive at the hideout and Shredder introduces them to their new allies, the Frogs. Shredder has trained the Frogs in martial arts and named them after his personal heroes: Attila the Frog, Genghis Frog, Rasputin the Mad Frog and Napoleon Bonafrog. Shredder sends the frogs to rob a bank in the city. The local authorities believe that the TMNT are responsible for this and create an Anti-Turtle Squad, led by Captain Hoffman to hunt them down. The TMNT, realizing they are being framed, set out to find the impostors. Thanks to April, the TMNT find the frogs at a local chemical supply company. However the frogs escape with a batch of chemicals. Donatello realizes that the chemicals that the frogs stole are two-thirds of the ingredients needed to make more mutagen. Leonardo contact April to see if she can find a company that manufactures the fourth ingredient. April finds a company that manufactures the last ingredient and the Turtles race to it and catch the frogs. The Turtles pursue a truck transporting the final ingredient to the company, with the Turtle Blimp, before they spot the Frogs attacking the van and land. They then watch in horror as the Anti-Turtle Squad arrives on the scene with a tank and freeze dries the frogs. Before the TMNT meet the same fate, Raphael disables the tank with his sai and the Turtles decide to save the frogs and retreat with them back to their sewer lair. Once there, they tell Splinter the whole story. Splinter says that they have to show the Frogs trust if they want to win them over. Leonardo frees the frogs and takes the risk of being attacked. Although the Frogs first want to attack the Turtles, by the declaration of Splinter the Turtles lay down their arms. Splinter tells the Frogs they are free to go. Attila is confused as the Shredder told them Splinter and the Turtles were evil. The Sensei suggests that they trust their animal instincts. It works and the Frogs realize that they were only being used by the Shredder and put down their weapons. The Frogs now understand that Shredder was a bad guy and Leonardo comes up with a plan. The TMNT and the frogs team up to lure Shredder into a trap. The Frogs return to Shredder's secret hideout, claiming they heard the TMNT mention that they're hiding the fourth ingredient at the old Stonewall Prison. Bebop and Rocksteady know where it is, having been prisoners there once, but the prison has been abandoned for years. Shredder, Bebop and Rocksteady go to the prison where they meet the TMNT. The TMNT show Shredder that the Frogs are now on their side. The Anti-Turtle Squad arrives, and creates just the right diversion allowing Shredder, Rocksteady and Bebop to make their escape. The TMNT and the frogs also escape, and the frogs return back to the Florida swamps.