At Superfly's hideout, Splinter and the Turtles convince most of the mutants that their plan for domination will make them no better than the worst of humanity, and together they turn on Superfly. Superfly asked the mutants why they are turning against him, and angrily urged them to listen to him. Splinter realized what he had done and started to help the mutants push Superfly to the machine, destroying it. However, the ooze combines Superfly with other nearby wildlife into a gigantic whale-like kaiju and attacks the city.