The Titans are horrified to learn that songs are being melted down and polluting the landscape.
Continuing on the quest for the remaining stems, the Titans venture through a red forest being chased by Ultralak and his monster guards. Fortunately, the Titans manage to escape them.
After some time, they encounter a polluted landscape, thick with green fog. Robin can't get a signal on the stem-tracker, so they decide to go on a hilltop to get a better signal, but no use. All of a sudden, the hill that they are on starts shaking. The hill comes alive, and a giant head pops out. Turns out that the hill was the shell of a giant turtle! The Turtle asks who the Titans are, and the Titans say they are heroes from another dimension, here to free the music. However, the Turtle mourns how he used to be free and this place used to be a crystal clear lake. The Turtle says Ultralak built a factory used to destroy songs, and it polluted the entire area, which made the Turtle stuck in place ever since. The Titans feel sorry for the turtle, so they decide to pull the Turtle free. However, after many attempts, the turtle was still stuck place. It was no use. Shutting the factory down is now the only option, and may free the Turtle from its misery.
They enter the factory to see thousands of skeleton workers gathering up songs and dumping them into pools of acid to be destroyed. The leader of the skeleton armies, Fibulon, oversees all of the work. Upon seeing Ultralak approaching the factory through his security cameras, he rushes out to open the main gate to let Ultralak in. The two of them start talking, and Ultralak says that there is a legendary group attempting to restore B.E.R.'s lost song. Fibulon reassures that the Titans will never find the stems, but Ultralak says that they already found one. Ultralak orders Fibulon to double the skeletons' work load to prevent the Titans from making anymore progress. Fibulon complies as his master, and orders the skeletons to speed up the work.
Suddenly, the Titans walk out of the shadows to announce that they will stop them from preventing anymore damage. Fibulon orders his entire army to destroy the Titans, but Starfire effortlessly blows all of them up with her eye beams. Furious, Fibulon transforms himself into a stronger version of himself. They start attacking, and Fibulon ends up plunging into the pools of acid, killing him.
The Titans grab all of the songs from the factory and release them in the polluted water. The songs immediately restores the polluted environment, making the lake crystal clear and freeing Turtle. The Turtle is extremely happy, and as a gift, he gives them the second stem. The Titans are happy and they ride away to find the final stem.