Superfly invites the Turtles to go on a night in the town with him and his gang, where they bond. He explains his story and plan: like the Turtles, the mutagen evolved him and the rest of his mutant gang, and he took on the role of their father figure. When he brought them to the surface, they too were nearly killed by humans, but they escaped. In their escape, Superfly nearly killed a human. Deciding that humans are all evil and would never accept them, he would create a weapon that would turn the ooze into an airborne virus, which would mutate all nonhuman wildlife on the planet and make them the dominant species while enslaving humanity in the process.

The Turtles try to stop them by trying to escape with the last part, but Superfly and his gang escape with it, and the Turtles are left to be captured by TCRI, who had a tracker on the part.