|Season 1, Episode 18|
|Premiere||March 15th, 2013|
|Written by||Jeremy Shipp|
|Directed by||Juan Jose Meza-Leon|
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"We have nothing to fear but fear itself"
While trying to foil a Kraang plot to drill into the Earth's core, Donatello's spy cockroach becomes accidentally mutated. When the Turtles find it, they learn the roach is targeting Raphael, who is afraid of cockroaches.
While Leo, Mikey, and Raph are eating instant ramen in the kitchen, a cockroach crawls around on the table. First it goes to Leo, then Mikey, but when it goes towards Raph, he panics. Raph grabs his sai and tries to kill the cockroach, until Donnie comes and stops him. He explains that this roach is special because he fitted it with a spy camera so that it can go into TCRI and spy on the Kraang. He plays the video the roach recorded from where Raph gets scared so Mikey does it again just to annoy Raph and get a good laugh. Donnie brags that they are going to spy on an advanced, inter-dimensional, alien race using a simple cockroach!
The gang are in the Shell Raiser watching the roach spy on the Kraang until they spot two Kraang talking. They zoom in to hear that they are going to use a laser drill to bore a thirty mile deep hole in the Earth and unleash a huge fountain of lava on the city. In order to make the drill work, the Kraang need to steal a diamond lens for it. Before the turtles can learn where the lens is, in order to protect it, the roach falls into an open vat of mutagen and the signal is lost. The mutagen causes the roach to merge with the technological components of the camera on its back creating a huge, cybernetic hybrid. It attacks a pair of Kraang, then breaks outside, and spots the Shellraiser.
Meanwhile inside the Shellraiser, Donnie has a blurry vision of where the lenses are. Just as they start to drive away, they run over something. The Turtles get out to see what they hit, and Donnie quickly recognizes it as a mutated version of his spy roach. He's amazed by the discovery of organic and inorganic matter fused by the ooze. Raph is disgusted and terrified. Just when Mikey starts to tease Raph the roach rises and grabs Donnie but sees Raph and immediately goes after him. Leo, Donnie, and Mikey all attack but the roach barely breaks stride and continues towards Raph. Raph tries to hit the roach with the manhole cover cannon on the Shell Raiser. Spy-Roach is able to block most of them until Raph scores a headshot and the Spy-Roach goes down. The nanosecond Raph sees the roach twitch, he freaks out and starts shooting a dozen more until Leo calms him down. Raph throws one more and they start to leave to stop Kraang. As they board the Shell Raiser, Raph sees that the roach has disappeared.
The turtles arrive just as the Kraang are carrying the lens out of the lab and they use their van to knock the Kraang's van over. The human disguised Kraang and the turtles square off for a fight until Spy-Roach jumps in and easily takes out the Kraang. Raph hides behind the van while Leo looks for him. While that happens more Kraang fly in retrieve the lens. Spy-Roach finds Raph but Mikey and Donnie arrive to fight it. Mikey uses bug spray against it and it is badly weakened until Mikey runs out of the spray. It gets back up but is immediately hit by a truck and carried away. The driver panics at the sight of the Spy-Roach and jumps off leaving the truck to crash into a wall and explode. Leo chews Raph out for his cowardice and the turtles leave. Before the cops come, Spy-Roach walks out of the flames alive (Spoofing the movie Terminator).
Meanwhile, in the ShellRaiser, Leo scolds Raph for him having Katsaridaphobia (the fear of roaches). Raph apologizes, knowing his phobia could get them all killed. Donnie cross-references known Kraang facilities with the city fault lines and is able to determine where the drill is likely to be. The roach is in the sewers tracking the van with the homing signal Donnie installed in the camera. He latches onto the underside of the van and cuts the drive shaft. The guys find out that the reason Raph is Spy-Roach's target is because earlier that night, he tried to kill him. The roach saws its way inside but Leo cuts the saw from his arm. Outside while Donnie is fixing the ShellRaiser, Leo uses Raph as bait to get to the roach. The guys run off, but Leo and Mikey get beaten, leaving Raph to fend for himself. In an alley, Raph pleads for mercy. A mysterious voice tells him to be good to Mikey and let him read Raph's comics once in a while. Raph turns around and sees that the "roach" is Mikey, which of course enrages Raph. Leo joins them, and they discover that Spy-Roach has molted. Now it's even bigger and scarier, and is able to fly. It picks up Raph and attempts to fly him away but Raph is able to get free and back to the van. It shrugs off several hits from the Stinky Sock Cannon but is stunned by a flying kick from Mikey.
As the turtles drive to the Kraang facility, Spy-Roach breaks into the van and kidnaps Mikey. Knowing that it's time to stop running and fight, Raph goes after Spy-Roach to rescue Mikey with the Stealth Bike. Seeing Raph, Spy-Roach tosses Mikey asside to go after its main target. As Raph is chased, the other turtles try to get into the facility but get the van stuck halfway through the closing doors. Raph jumps into the facility using Spy-Roach as a ramp. Raph battles the roach atop the laser drill and "drills" Spy-Roach until it explodes into a pile of goo on the side walk, and at the same time destroys the drill. However, as the Turtles leave, a new Spy-Roach embryo forms on the ground.
In the lair, Raph brags about how he has conquered his fear of roaches. Mikey tests that by saying that he slipped one in his shell. This freaks Raph out and sends him running all over the place with his brothers laughing at him, ending the episode in a comic style.
Master Splinter makes no appearance.
- Spy-Roach is a parody of The Terminator.
- It is the first episode in which Master Splinter does not make an appearance.
- This is the first episode in which the turtles eat something other than pizza related food.
- This is the second episode that focuses on Raph.