The TMNT are confronted by a powerful alien warrior, although our heroes are able to drive the alien back, he manages to grab Leonardo's belt buckle before escaping. The alien returns to a cantina situated on a bizarre planet. Inside, Dreeg is holding a meeting with this world's strongest and most feared combatants, and promises wealth and power to any who are able to last 90 seconds with the Turtles. Back on earth, the TMNT are still puzzled by their earlier battle when another alien appears, the turtles defeat this one also, but he manages to escape with Donatello's Bo.
The Turtles do battle with at least three more aliens, and are soon on constant alert for any more surprises. On the Alien Planet, Mung is growing concerned for Dregg's sanity. His burning obsession to destroy the Turtles has caused him to lose all sight of his original goal: To conquer the planet earth. Dregg eventually reveals his true plan; he had tricked the alien warriors into fighting the TMNT so as to increase...