Dr. Polidorius creates Ray, who possesses several abilities of different marine species. He orders Ray to plant explosives everywhere in the sewers. Polidorius wants to blow them up, so the whole city will sink into the water, thus creating a new Atlantis. April O'Neil, who saw Ray during an report is kidnapped by him and mutated by Polidarius into a fish-woman who is to be Ray's mate.