While the Turtles are looking for more of Splinter's data-bits in cyberspace, the Cyber Shredder unleashes a powerful virus that wipes the Turtles memories and turns them into mindless drones of the Foot. April, Casey and Serling must then reach them in time before its too late by causing favorite memories of each Turtle to be remembered. Quotes You can help TMNTPedia by adding a quote. Trivia Don and Leatherhead 1 Donatello's memory of working with Leatherhead Don n and Master Splinter 1 Donatello's memory of Master Splinter reading to him as a child Don's Memories Beating Hun Fighting alongside Cody in Turtle X Fighting the Foot with his โMatrixโ spin Working with Leatherhead in his lab Studying in the Tribunal library Working with April Flying the helicopter Master Splinter reading a Jiu-Jitsu book to him as a child Ancient-1 training Leo's memory of training with the Ancient One Leo 10 Leo's memory of meditation Leo's Memories Receiving his first bokken (wooden training sword) Training with the Ancient One Fighting against the Foot Meditating with the Ninja Tribunal Defeating the Utrom Shredder Saving Renet from a Saber-tooth Tiger Fighting against Khan Tea ceremony with Master Splinter Mikey 10 Mikey's memory of watching a horror movie Mikey's Memories Rooftop running with his brothers Dressing Serling up as a female Fighting as the Turtle Titan Watching a horror movie Winning the Battle Nexus Tournament Skateboarding in the sewers Beating Casey in video games Master Splinter carrying him on his shoulders as a child Raph 9 Raph's memory of Training Raph's Memories Training with his punching bag Defeating several Foot Beating Leo in arm wrestling Riding his Shell Cycle Fighting as a pirate Playing with a toy car as a child Defeating Triple Threat Shoving Mikeyโs face in his birthday cake with Master Splinter present When the Turtles are shown under the Foot's control, the Dark Turtles sting music from Fast Forward is re-used. The Cyber Shredder has created his own cyber portal and is ready to enter the real world. But he first decides to test it. Elsewhere, Mikey, Leo and Raph are busy on their cycles, racing in the sewers and the subway tunnels. After Mikey falls into a pool of toxic waste (That really doesn't do him any harm), he is attacked by what look like a huge mutant rat with multiply legs. After it causes mayhem in the subway station, it is electrocuted by the third rail. They take it back to Don, who analyzes it and determines the rat isn't actually organic, but actually a mouse from cyberspace, partially organic, yet still digital, and that it didn't sneak in through their portal. Mikey then tells his brothers that the creature probably didn't come alone. He points to the television, and the news also reports that other mutated animals are rampaging through the city, signaling that the rat came with friends. Don equips them with Dart Blasters that will turn the creature back into simple digital information. However, the Shredder is sending out so many of them that they are extremely busy with the animals, such as a mutant octopus and a giant, non-humanoid mutant turtle with three arms. Shredder's using the animals to fine tune his portal, not willing to risk a fraction of his program. His portal is fully completed when a fully real duplicate of Khan materializes down to the last detail. They start looking for the last animal breach and find a non - mutated chipmunk and Mikey calls him George. Don confirms this when they find a non-mutated chipmunk, which has been converted from data to every spec of matter, meaning they can't use the Dart Blasters to stop the Shredder. Mikey suggests an ingenious plan to sabotage the Shredder's portal in cyberspace so that he will still be partially data. He and Don go into cyberspace while Leo and Raph go to Foot headquarters, where they fight an elite garrison of Foot Ninja. In cyberspace, Don has little time to sabotage, so he goes inside the portal's multi-phasic core, while Mikey fought off the digital safeguards (digital Foot Ninjas), just as the Shredder is uploaded to the real world. But as he goes to slay Leo and Raph, he mutates, losing control of himself. Leo and Raph fire as many darts at him and he explodes. The Shredder reappears inside cyberspace, angry. Quotes (Michelangelo) " I will love him and hug him and call him George" Trivia Raphael states that Donnie has an IQ of 637