The Turtles, alongside Splinter, make their way to the Shredder's spaceship to finish the final battle between them once and for all.
----
!!This episode provides examples of

* AbusiveParents: When Karai stops him from executing Leo and begs for the Turtles and Splinter's lives to be spared, Shredder knocks her out of the room and intends to continue the punishment, were it not for Bishop's attack interrupting them.
* AttackItsWeakPoint: Attempted. Even in his new warsuit, Ch'rell is exposed at the stomach level and the Turtles try to strike him there with their weapons. However, his new Shredder body is fast and powerful enough to prevent them from landing any hits where he's the most vulnerable.
* TheBadGuyWins: An interesting case. The Turtles and Splinter are beaten pretty badly. Their only option is to blow up Shredder's Starship and everyone on board including themselves. At the last second, the Utroms arrive and save everyone with the Utrom Shredder being exiled on an icy asteroid never to be seen or heard again until Turtles Forever.
* BigNo: Ch'Rell's is left screaming these as he begins his eternal exile on his ice asteroid.
* BittersweetEnding: The turtles and Splinter are beaten rather badly and perform a HeroicSacrifice, but they're saved at the last second and the Utroms sentence the Utrom Shredder to exile on an icy asteroid where he remains for the rest of the series until ''Turtles Forever''.
* BlackAndWhiteInsanity: Tragically played straight with Karai, who even after learning of the full extent of her father's war crimes and millions slain at his hands, still believes in him and that he's the good guy being unfairly persecuted.
* CallBack: The fight between Leo, Karai, and Raph closely resembles their future versions' confrontation in ''Same As It Never Was'': Leo fighting Karai, Karai appearing to kill him (albeit with Shredder pushing Leo onto her blade this time), a BigNo moment from Raph before he attacks her in a rage, ending with Shredder flinging an unconscious Raph to the ground beside an unconscious Leo. Later, Donatello is the one who emphasizes that if Shredder succeeds now, he will bring his reign of terror to the entire universe as he witnessed his future self on the verge of doing.
* CheatedDeathDiedAnyway: Nearly the case for Honeycutt, who survived his apparent death at the beginning of the season but nearly dies along with the Turtles and Splinter in an attempt to stop the Shredder.
* TheComicallySerious: Ch'Rell has absolutely no reaction to Chaplin expressing surprise at his true nature as an Utrom and merely looks ahead blankly. Since Chaplin is the one piloting the starship and the ''only'' other servant he has besides Karai, Ch'Rell is in no position to mistreat him.
* CurbstompBattle: Ch'Rell's newest exo-suit is strong and fast enough to prove more than a match for the Turtles and Splinter. They don't succeed in getting any decent hits in on him, and this combined with the chaos of Bishop's assault on the ship tipping the battlefield around results in the family getting picked off one by one.
* DeusExMachina: The Turtles have no choice but to blow up the Shredder's ship and go with it...and just as the explosion is starting, the Utroms appear and save everyone. Notably, the heroes, especially Leonardo, are aware of how close they came to dying and how contrived their salvation is. Honeycutt mentioned early in the episode that he had sent numerous distress signals to the Utroms during the crisis, but had received no response in return.
* EliteAgentsAboveTheLaw: Implied. When the Shredder's starship escapes range of terrestrial weapons, the EPF simply resumes pursuit with missiles they have from weapons orbiting the Moon. The 1967 Outer Space Treaty forbids the positioning of weapons of any kind in orbit around any other celestial bodies outside of Earth.
* FaceDeathWithDignity: When they decide to go through with sacrificing themselves to stop the Shredder, the family calmly accepts that they will die for the greater good, and spend their would-be last moments with quiet dignity.
* FamilyUnfriendlyViolence: Ch’Rell holds nothing back in his fight with the Turtles. He electrocutes Splinter so badly that most of his fur burns, kicks Mikey’s leg out of place, delivers a serious chop to Donatello’s neck, and nearly breaks Raph’s back. He also kicks Leo into Karai’s sword, impaling him and causing permanent damage to his shell.
* FatalFlaw:
** Leo [[ChronicHeroSyndrome can not let Karai fall to her death]]. Had he not wasted time rescuing her, he might not have gotten as badly injured as he does.
** Donnie and Mikey's weapons being non-lethals seriously hampers them once they're left as the last Turtles standing. Leo and Splinter are already out of the fight, and once Raph also gets taken out, the last two brothers fall in mere moments.
* FinalBattle: Until the series finale, this is the final fight between the Turtles and Ch’Rell.
* ForcedToWatch: Splinter has to bear witness to his sons being mutilated by Ch’Rell, and then they outright ask that they be allowed to kill themselves if it means stopping the Shredder.
* GalacticConqueror: This episode lays out that Ch'Rell not only has numerous allies waiting to rendezvous with him, but he has committed countless war crimes and been responsible for the deaths of ''millions'' throughout the universe.
* HeroicSacrifice: The Turtles, Master Splinter, and Professor Honeycutt fully intend to blow up the Shredder's starship, even though they're on it and have no way out.
* HeroWithBadPublicity: Karai is implied to feel this way as she shows a resigned face when she hears the Utroms describe multiple coup attempts on the Utrom homeworld, seemingly realizing that despite still thinking the world of her father, there is no way out for him this time.
* HoistByTheirOwnPetard:
** Leo gets kicked by the Shredder right into the katana Karai is wielding, which happens to be one that she snatched away from Leo himself. Meaning he literally gets impaled upon his own sword.
** Donnie and Mikey attempted to attack Shredder with the severed electrical cables, but he ends up stopping them and eventually uses them on Splinter instead (after trying to use them on Mikey).
* HopeSpot:
** A villainous one when the starship successfully evades Bishop's terrestrial weapons range. Chaplin celebrates... but then Bishop fires up his weapons he's got in wait orbiting the Moon.
** A villainous one that is Subverted. When the Utrom Tribunal is identifying him, Ch'Rell begins wriggling his way out of the exosuit containing him, suggesting he's going to be able to make a break for it [[JokerImmunity like he always does]]. But once he's out, the beams holding him simply stay with him even as he floats in mid-air, to show that this judgement of the Shredder is playing for ''keeps''.
* HumanPopsicle: Ch'rell, the Utrom Shredder, was banished to the ice asteroid belt of Mor Gal Tal after being found guilty by the Utrom council.
* IfICantHaveYou: Non-romantic example. When the Shredder's ship successfully launches, Bishop declares that if he can't have the ship, neither can the Shredder and resolves to destroy it.
* IHaveManyNames: The Tribunal reveals the Shredder's true Utrom name is Ch'Rell, but he also has several other names from his time as a galactic warlord - Torrinon, Tako Naso, and Duke Acureds, as well as his Earth names Oroku Saki and Shredder.
* ImpaledWithExtremePrejudice: Averted. Shredder kicks Leo into Karai's sword, but the horror on her face makes plain she didn't really want to do it despite being in the middle of a fight with him.
* ItsAllMyFault: During their refuge from the Shredder, Splinter weakly apologizes for bringing his sons into this fight.
* KangarooCourt: Shredder's trial after he is captured by the Utroms. A tribunal of judges lists off his charges, commune on a verdict, and sentence him to spend eternity on an ice asteroid. No witnesses or defense are called, no attorney provided for the defense, and there is no jury. Not that Shredder's response would do him any favors, he doesn't even deny the charges and says the tribunal isn't fit to judge him. Oddly, none of Shredder's crimes on Earth are mentioned, and Shredder's human subordinates are returned to Earth implying the Utroms see the planet as outside their jurisdiction.
* MythologyGag: During the opening, an insignia representing the Shredder is seen displayed over planets he intends to conquer; an insignia last seen only used in the 2003 [[VideoGame/TeenageMutantNinjaTurtles2003 video game]].
* {{Narrator}}: Shredder's final time.
* NoHoldsBarredBeatdown: The Shredder, and Karai, inflict this on the Turtles and Master Splinter on board the starship.
* OhCrap: Shredder has two legitimate ones, the first being when he realizes the Turtles have rigged his ship to blow and he has absolutely ''no'' way to stop it in time; and the second being during his sentencing when he finally loses his bluster and cries out in despair as he's banished to his prison.
* OOCIsSeriousBusiness: When the Turtles decide they can [[TakingYouWithMe sacrifice themselves and take down the Shredder with them]], Splinter asks them not to do so. Michelangelo, of all people, says that they must do this.
* PapaWolf: Splinter willingly takes an attack of the Shredder with electric wires to protect Michelangelo. Shredder himself shows this by protecting Karai from an enraged Raphael that was beating her for having stabbed Leonardo ( though it was Shredder who pushed him into the sword in the first place).
* PetTheDog: Even after helping beat the Turtles and Splinter to near-death, Karai begs for her father to spare their lives.
* PutOnABus:
** The most notable example is Ch’Rell, who this episode was clearly intended to be the last appearance for until plans changed latter in the series’s lifespan. Though he’d eventually return in ''Turtles Forever'' (and was planned to reappear in the originally planned seventh season), that movie makes it even more clear that he wasn’t supposed to wriggle out of his fate in this episode.
** Professor Honeycutt doesn’t return after this episode until the series finale, evidently having decided to stay with the Utroms as he originally intended to do in Season 2 before he returned to Earth during the Triceraton invasion.
** Mortu and the Utroms also will not appear again until flashback episode "A Tale of Master Yoshi" next season; but they won’t make a present day appearance until the series finale.
** Chaplin doesn’t return after this episode until Season 5’s "New World Order."
* RightForTheWrongReasons: If the Turtles and Splinter weren't aboard the Shredder's starship, the audience would surely root for Bishop taking it out. But since they ''are'' aboard, all Bishop does is complicate things and help inadvertently lead to their near murder-suicide out of desperation to stop the Shredder.
* SequelHook: Stockman is seen being welcomed into the EPF by Bishop who looks forward to their partnership. And after Shredder's exile, Karai all but swears vengeance against the Turtles.
* ShoutOut:
** Baxter Stockman's automated response he's programmed into the Shredder's computer system is a clear nod to ''Film/JurassicPark''.
** Being in the power core of a starship, Mikey could hardly be expected to ''not'' do impressions of [[Series/StarTrekTheOriginalSeries Captain Kirk and Scotty]].
* SpannerInTheWorks: Baxter Stockman hacked the Shredder's ship defense systems, allowing Earth Protection Force missiles to hit and damage the ship, saving the life of the turtles and Karai at least once.
* StockFootage:
** The opening narration's clip of the Shredder viewing planets with his insignia over them is actually taken from "Hun on the Run" when he was speaking to Bishop over his computer screen.
** The shot of Karai looking back at the Shredder after he smacks her, when she asks her to spare the Turtles after his victory, is the same one from earlier when Raph kicked her after Leo gets impaled. This is quite obvious as Karai was in a completely different position earlier and afterwards.
** The sequence at the beginning of the final act wherein the Utroms race towards the exploding starship is lifted wholesale from "Secret Origins, Part 1" just with different voice actors for the Utrom High Council, and new lines for Mortu.
* TakingYouWithMe: The Turtles and Master Splinter attempt to destroy the Shredder's starship, ''while they're still on it''. They reason it is the only way to stop the Shredder from causing untold destruction in the galaxy. They would have succeeded, too, if it wasn't for the timely intervention of the Utroms.
* ThisIsGonnaSuck: Karai wearily looks down when the Tribunal mentions that Ch'Rell committed several attempts at a violent coup of the government, suggesting even ''she'' knows it's pretty hopeless for her father.
* TogetherInDeath: Honeycutt somberly promises that he will go down with the Turtles and Splinter as well if it means stopping the Shredder.
* TonightSomeoneDies: The promo promised that "one of these characters will never be seen again". However, several years later, Ch'Rell would be brought back for ''Turtles Forever''; evidently plans changed.
* {{Troll}}: Baxter Stockman's defense system is disabled. Instead of a simple "system disabled" message, he programmed it to have his own face [[FingerWag wagging his finger]] going ''"Ah-ah-ah, you didn't say 'may I'!"''
* UnstoppableRage: Raph completely loses it and attacks Karai after she indirectly impales Leo with his own Katana.
* WeWillMeetAgain: As she's taken away, Karai angrily calls out to Leonardo, swearing this isn't what she wanted.
* WhamEpisode: The Utrom Shredder is finally defeated and banished to the far reaches of space. Leonardo is left with lasting emotional wounds; Stockman leaves the Foot to join Bishop; and Karai is left to take over the Foot. Major supporting characters also begin to be phased out of the series including Honeycutt, the Utroms, and Leatherhead.
----