- Baxter Stockman: Fire at will!
- Bebop: Yeah!... Uh, which one's Will?
- Rocksteady: I know there's a Leonardo, and a Raphael...
- Baxter Stockman: Nevermind! Just fire at all of them!
- Bebop: [while being attacked by flies] Hey, what's going on?
- Rocksteady: These flies act like they got brains or something.
- Baxter Stockman: Which is more than I can say for you moronic mutants.
- [appears]
- Baxter Stockman: And they do have a brain... mine.
- [Bebop and Rocksteady return to the Technodrome with flies all over them]
- Krang: What happened? Who are these creatures?
- Shredder: They're Bebop and Rocksteady! But they're covered with... with...
- Baxter Stockman: [exits the Transport Module] With flies. Simple, ordinary houseflies. Well, maybe not so ordinary.
- Krang: Baxter Stockman!
- Shredder: I should've clipped your wings when I had the chance!
- [Shredder charges towards Baxter, but Baxter uses the flies to attack him]
- Shredder: What... What's going on?
- Baxter Stockman: I should warn you, Shredder, fly jokes don't go over too well with this crowd.
- Krang: [after Shredder uses snow to freeze Baxter and his army of flies] You froze them. For once, you did something right, Shredder.
- Raphael: [upon seeing flies all over the city] Call it a crazy hunch, but something tells me to invest in flypaper.
- Burne Thompson: Looks like that fly guy won't let us get a shot of his face. Nail this phony, April!
- Vernon Fenwick: Don't worry, chief. I'll ask plenty of tough questions. Uh, exactly what would be a tough question?
- Burne Thompson: For one, why I ever HIRED YOU?
- Donatello: I should have figured this one out. Annoying insects and Baxter Stockman? They go together perfectly.
- [the turtles exit April's helicopter]
- Leonardo: April and Vernon, you stay here in case of an emergency.
- April O'Neil: Sure, right. We wouldn't think of moving.
- Vernon Fenwick: Oh, thank you, thank you, thank you.
- April O'Neil: You didn't think I really meant that, did you?
- Vernon Fenwick: Huh?
- April O'Neil: Come on, Vernon. We got a story to cover!
- Donatello: Help me rip the tops off these convertibles.
- Raphael: Great idea, Donatello. Why exactly are we doing this?
- Michelangelo: Yeah, what's the plan, stan?
- Donatello: What, and ruin the surprise for the viewers?