Donatello while he was scrounging in a military junk yard. At first, the T-Pod was used as a music player by Michelangelo (Who loved the T-Pod a lot that he wouldn't let it go) until Baxter Stockman added it to his suit, which he used to upgrade his armor and get revenge on the Ninja Turtles, after being thrown into a garbage can by them. It uses an advanced A.I.(Artificial Inteligence) chip which somehow allows it to constantly upgrade itself and any other device it is plugged into, including Baxter's Suit. Similar to the T-Phone, the T-Pod is a parody of the iPod (a line of music devices produced by Apple Inc.). The T-Pod first appeared in I Think his Name is Baxter Stockman.