The Lonely Mutation of Baxter Stockman
Season 2, Episode 16
Fly moon
Airdate May 4th 2014
Writter Brandon Auman
Director Sebastian Montes
Prev. and Next
Mazes & Mutants

The Lonely Mutation of Baxter Stockman is the 16th episode of Season 2 and the 42nd overall. It aired on May 4th 2014.

"Quoth the fly...nevermore."

Official Description

The Ninja Turtles felt guilty for turning Kirby O' Neil into a mutant bat so they perfected a retro-mutagen to help him. Unfortunately, things get worse when Baxter Stockman threatens to mutate April.

Plot Synopsis

The episode opens in an abandoned warehouse, with Baxter Stockman working on his computer and pausing to catch his breath. However, this is cut short when the Shredder and Rahzar walk in, scolding him for creating a useless duck mutant, one of 74 of his projects. Stockman counters that it can swim, fly, and learn Taekwondo, but this is obviously not enough to please the Shredder. The Shredder points out that Stockman has made too many consecutive failures, so Rahzar approaches the scientist with the intention of harming him severely, but the Shredder speaks up, saying that he has a much more suitable fate in mind. Stockman then says that he has devised huge plans for pigs and rhinos, which ultimately confuses the Shredder. The villain then taps a button on the controller that triggers the bottles on Stockman's neck brace (collar) to crack open. The brace then begins making a bunch of noises and the Shredder and Rahzar watch as Stockman struggles to deactivate the device. While this is happening, Stockman unintentionally stumbles into a box that's full of flies and one of them manages to land on his nose. The Shredder and Rahzar then leave the scientist behind to mutate.....

Meanwhile, at the Lair, Donnie is coming extremely close to laying the final touches on the antidote for Mr. O'Neil, April's father. April admires his progress, though she starts to get quite tired of observing, commenting that Donnie has been at it for a 'million hours'. However, after Donnie administers a couple drops of April's unique DNA, the cure is perfected after some of the mutant cells become normal. Donnie briefly celebrates, causing all of the other Turtles to enter the room. Donnie explains what type of achievement he has made and that he has made two doses of the Retro-Mutagen, one of which they could use on Master Splinter. Splinter briefly wonders about being human once again, but he claims that he will only take this into consideration once April's father has been cured. Mikey then runs and grabs the antidote from Donnie and imagines what he would look like as a human, but Raph reminds him that they would only turn back into regular turtles. Donnie takes the antidote back from Mikey. Leo asks if he could make more of the Retro-Mutagen, and Donnie replies that 10 canisters of Mutagen is the quantity needed to refine a tiny amount of Retro-Mutagen but, on the bright side, they can still look for April's dad and restore him to a normal life. April is speechless when she hears this piece of information and kisses Donnie for the second time.

Meanwhile, in the warehouse, Stockman, now mutated into a gigantic fly with a lobster's right claw, a verticals mouth and bulging green eyes, begins wandering around and stumbling here and there. He knocks over a nearby trash can and discovers a partially-eaten chocolate bar, which he devours with the use of acidic spit. After this, he ponders over how he is going to become twice the man that he once was. He looks at his chalkboard, only to figure that, if he were to extract some DNA from a human being and combine it with his own, he will be better than normal. He reveals this plan, but Rahzar and some Robot Foot Soldiers then show up, wanting to know the outcome of Stockman's ugly mutation. Stockman decides to take cover and snaps several wires in half, which kills all of the lights. Using his quickness, Stockman manages to dispatch a couple Foot-Bots and escape unnoticed....Elsewhere, in New York City, Kirby Bat (April's mutated father) spies a billboard with a woman pictured on it. He uses his two prominent fangs to bite into her fake neck, emphasizing his similarities with vampires. The Turtles soon arrive to witness this and converse about not getting Kirby Bat riled up during his capture. April heeds this, and they all begin to approach with relative caution; Donnie prepares a syringe to administer the antidote from behind, but Stockman is able to hear the Turtles in the distance and decides that he should take advantage of the situation and squish "them like bugs.

Stockman comes into the equation and lifts up April, holding her tightly in his arms. Donnie accidentally drops the syringe he's holding and Kirby Bat hears this and flies off into the night sky. The Turtles are shocked to see the mutated Stockman, who then takes notice of the Retro-Mutagen. He takes an immediate interest in it, though it ends up falling out of Donatello's grasp, and it breaks open when it hits the trunk of a car down below. Because of this occurence, Stockman chooses to abduct April and uses her as leverage in order to get the Turtles to bring more Retro-Mutagen to him. He flies off with her back to his lab. The Turtles express their anger and retreat, with Leo informing Master Splinter about what happened. Splinter approaches Donnie, who is now struggling to determine who he should assist first. Splinter says that he does not need to be a human, as he is fortunate enough to live a life that has the slightest bit of humanity in it. After Splinter tells his son to focus his efforts into the search for Kirby, he eyes the old picture of his family members. Casey shows up, desiring to beat someone up, and Leo tells him that he & his brothers will need Casey's help in finding April. He also tells him that he may use his hockey stick to hit someone (more than once). Raph and Mikey both have the responsibility of locating WingNut, and Mikey decides to take out his old Turflytle Costume and he puts it on, much to Raphael's dismay.

Meanwhile, in Stockman's typical lab, April is placed on the ground by Stockman and is told not to move one muscle. April tries to avoid being harmed by lying about Donnie being able to make an antidote in just a few hours (it's actually a few months). Stockman comments that, if Donnie fails, he has a back-up plan of his own to set in place. April remarks "So do I" and flashily whips out her Tessen, only to strike Stockman cross the face with it. This angers him to the point where he decides to set the back-up plan in place right away...Meanwhile, in downtown NYC, Raph and Mikey are sitting atop a water tower and they spot Kirby in the near distance. Back at Stockman's lab, April gets re-captured, tied up with rope and suspended from the ceiling over the very same vat of Mutagen Ooze that once mutated Dogpound into Rahzar. Stockman reveals that he wants to drop both himself and April into the Mutagen at once. April replies that this plan will not have his former life brought back to him, but the troubled mutant seems to express disagreement. Stockman promptly nicknames himself "Stockman-Fly".

Then, Leo, Donnie and Casey arrive just when Stockman-Fly is able to spit a bunch of goo on to the rope that is holding up April. They try to be stealthy, but Casey gets distracted by a little fly and kills it on the spot, bringing Stockman-Fly's attention to Leo, Donnie and Casey. While Leo and Casey engage the wild bug, Donnie manages to step out of the fight for one moment and successfully reaches April's location by making use of a grappling hook. However, the rope holding April crumbles right then and April begins to fall down into the vat, narrowly missing Donnie's reach.

Everyone pauses in shock and they go to examine the scene. Stockman-Fly attempts to dive into the Mutagen, but Casey halts him with a puck. April soon reaches her hands up out of the ooze and fully emerges, having not changed at all. Donnie then remembers that she is immune to Mutagen, and this is what caused her DNA to be so helpful in the making of the Retro-Mutagen as well. The Turtle brothers then make a desperate dash to escape, but Rahzar and his squadron of Foot Warriors bust through one of the brick walls and they impede our heroes' path forward. Rahzar then spies the glowing, vermillion vial of Retro-Mutagen and makes a personal resolution to claim it, as he orders his robots to retrieve it to him.

Back outside at the city, Mikey & Raph begin flying around with their Turtle Gliders, attracting Kirby Bat's attention (just like in "The Mutation Situation"), and he starts to chase Mikey. The turtle becomes quite frightened when he catches on to the fact that WingNut is now chasing him in particular. Raph then calls Leo. He sarcastically threatens to allow the mutant to taste Mikey's blood if Leo does not come to their aid in a short matter of time. Leo then agrees and is about to snatch the vial, but Stockman-Fly gets his hands on it first and prepares to inject himself with it....Casey hits it out of his hands with a the head of a Foot-Bot, however, and the team escapes with what they need. Baxter is extremely enraged when he witnesses this and immediately leaves his lab.

Soon, Raph and Mikey land Kirby Bat safely on a rooftop, while the other Turtles enter the Shell-Raiser and April leads them to their location by seemingly using her mental powers. She then approaches her father to talk him down and calm him down. This works and, once again, just as Donnie prepares to give him a sample of the antibody, the canister is seized from his grasp by Stockman-Fly. Some Foot-Bots with gliders of their own then appear, and Mikey points out that the situation is slowly getting out of control. Leo then leaps onto one of the back of a Foot-Bot and tells the others to help him get the vial back. Mikey then nicknames Raph 'Maggot Boy' as the two fly off. After this, Donnie tells Casey and April to stay behind and keep watch over her dad, but they seem to have a better idea in mind -- Flying on top of April's dad.

Elsewhere, Mikey finds Sockman-Fly's and slaps the vial out of his hands, where it ends up falling into the clutches of Raph. An airborne battle then follows, but it reaches a fever pitch, specifically when Stockman-Fly foolishly crashes into a billboard and the canister is dropped for a second and final time. It comes to rest on the edge of a building and it falls, eventually shattering against the top of a lightpost. In spite of this, April has not lost any hope and she pulls back the wings on her father and she makes him go directly underneath the spilling fiasco, where a little of the ooze touches his face.

The Turtles then throw a blue cloth over Kirby Bat and he lands on the ground, reverting back to his normal self: Kirby the human. Kirby expresses that he is completely oblivious to everything that has happened. Nevertheless, April is so content and she kisses Donnie for the third time, causing him to humorously insult Casey by doing a victory dance right in front of his face. However, Casey evens the odds by tripping him with his hockey stick. Leo uses a periscope to note that Stockman-Fly is now out of sight, and Mikey begins to run his mouth about Stockman-Fly being his 'ultimate enemy'. Raph continues to get annoyed about this, and he tells his brother to stop saying the words "Buzz, buzz!!!". Mikey agrees, but then turns the tables on Raph by putting his Turflytle antennas on top of Raph's head and saying, "Buzz, buzz, da!". This annoys Raph, and he angrily chases Mikey as the latter runs off.

Back at the Lair, the Turtles stand in the presence of their sensei and Donnie says sorry for how he could not turn him back. Splinter reiterates that he has adapted to being abnormal and that he couldn't accept his life as being a part of human society again. Upon hearing these words, the Turtles seem to be fond, too.

Meanwhile, the Foot-Bots drag a dazed Stockman-Fly all the way back to the Foot HQ. They then pause and Rahzar approaches. He says that he wants to squish Stockman-Fly right here and now, but the Shredder has "other plans". The Shredder then says that Stockman-Fly will need to create one last mutant that will be evaluated...and if he messes up, the villain will pluck his wings. Knowing that his hateful life will continue on from this point, Stockman-Fly sarcastically thanks the Shredder for his 'generosity', while Rahzar tosses a candy bar to his side. Stockman-Fly takes the bar and pukes on it/eats it, concluding the episode....

Character Debuts



◾Stockman held a picture of a mutant called Ace Duck, which was an original character from the 80's cartoon that started up as an action figure.

  • When Mikey is picturing himself as a human, he envisions Greg Cipes; the voice actor that plays him.
  • Baxter mentions an idea for mutant pigs and rhinos, which foreshadows the creation of Bebop and Rocksteady.
  • The Turflytle logo transition from scene to scene is a reference to the Bat logo transition of the 1966 Batman TV series.


  • When Baxter was mutating, his glasses were on the floor broken. But when Baxter was eating a Choco Log from the trash, his Mutagen collar and glasses were on a table. The glasses were not broken.
  • When April is falling into the mutagen her hands are tied behind her but when Donnie tries to grab her she has her hand reached out and when they go back to her falling in she has her hands behind her again.

Splinter's Wisdoms

"I may not be human, but I am fortunate enough to have my humanity"



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