We begin the story on a rich savanna, where we see two rhinos happily grazing on the fertile land. Soon enough we discover that it's Rocksteady dreaming of a more peaceful place than the spacecraft that he's currently aboard with Bebop, Shredder, the Sons of Silence and Krang. The villains are traveling to Dimension X to search for Mary Bones, the Turtnstone and the Turtles.
Meanwhile, Mary Bones is explaining the scenario to the TMNT in front of a camp fire on the planet Hirobyl. Mary tells the Turtles that her real name is Cherubae, she was merely disguising herself as an old witch while she was living on Earth. Cherubae states that she was once a Warlord in Dimension X, just as Krang was. Eventually a Theocracy took control of Dimension X and banished all Warlords in their goal to seize absolute power. Some of the Warlords were publically executed, sending others (like Mary) into alternate dimensions seeking refuge, while some (like Krang) chose to stay in Dimension X and went into hiding. The Warlords who remained in Dimension X would go on berserker attacks against the Theocracy, destroying entire planets in the wars. Hirobyl is one such planet, a world that Krang himself had heartlessly destroyed while searching for the Turnstone that Mary possesses. The Turnstone is a transanimating device of great power, capable of giving certain thoughts form.
The Turtles are curious what to do about Krang and Cherubae explains that he'll find them soon enough - and on cue, as the sun rises, Krang's ship zooms into their view. Cherubae flies up to meet the craft and transforms Krang's tracing device into a parrot with the power of the Turnstone. Krang retaliates by firing lasers at his fellow Warlord, which incapacitate the warrior woman. Cherubae drops the Turnstone and it falls to the ground far below.
The TMNT scramble to locate the powerful item while the Sons of Silence surround Cherubae, who hangs suspended in the air. Krang laments that he knew the aliens couldn't be trusted. Shredder, Bebop and Rocksteady board flying machines to search for the Turnstone while Krang decides to call another Warlord for help - an insect-like being named Maligna.
Maligna agrees to speak with Krang, but the warrior queen is not pleased with the brainy alien's destruction of worlds. Krang requests ten warriors to help him retrieve the Turnstone, for which he will give her the planet Earth. Maligna agrees to the terms.
Meanwhile, Shredder and his two henchmen are searching for the Turnstone on their flying buggies. Shredder tells his underlings that they must find the device before Krang does, as Shredder plans to use its power for his own desires. Fortunately the villains are looking in the wrong direction.
The TMNT are running on the ground, trying to locate the lost orb. The boys find a giant coliseum and spot an incoming airship... which turns out to be Cudley the Cowlick! Cudley explains that Mr.Stump wants to help the Turtles find the Turnstone and will give them some help if they agree to another wrestling match. The TMNT agree to the terms and Cudley spits out the helpers: Wingnut and Screwloose, Leatherhead and a fellow named Trap.
As Cudley flies off, the heroes notice that they've been surrounded by Maligna's insect warriors!