- Benny drives through a puddle of The Dip, which pops his cartoon tires and causes him to crash into a pole.
- The accident allows Doom and the weasels to catch up to Eddie and Jessica.
- The weasels transport Jessica and Eddie to Acme's old factory.
- They frisk Eddie and Jessica for the will, but don't find it.
- Down Jessica's dress, one weasel finds something unexpected: a bear trap.
- "Nice booby trap," comments Eddie. Clever.
- If the will doesn't show up in fifteen minutes, Toontown will belong to Doom. (Doomtown?)
- Meanwhile, Roger finds Benny, his tires popped on the side of the road.
- Benny tells Roger that Doom took Eddie and Jessica to the Acme Factory.
- Roger sneaks into the Acme Factory and accidentally falls into the toilet.
- Back at the factory, Doom reveals he's the sole stockholder in Cloverleaf Industries.
- He has enough Dip to "dip Toontown off the face of the earth."
- Why does he want Toontown gone? To build a freeway.
- "Traffic jams will be a thing of the past," boasts Doom. Considering how LA runs today (or doesn't), Doom's plan obviously did not work out.
- He also reveals he bought the trolley system to dismantle it, and force people to buy cars and drive the freeway. Diabolical!
- His villain monologue is interrupted by Roger bursting in from the sewer. If he had brought the Ninja Turtles with him, this would be a whole lot easier.