When Max blows up another of Berto's CYTRO bots, Steel helps to build another when he and Max argue over who is more important in the Max Steel hero. However, Max sees Berto and Steel bonding as better friends the Max and Steel. Later, the latest CYTRO unit is wirelessly hijacked by an unknown enemy wanting to raid the Vault, where all the worst weapons on Earth are stored. Max finds out it is Toxzon who is behind a rampaging C.Y.T.R.O., who wrecks the whole base searching for his Tox-Bomb. Toxzon is revealed to have worked at N-TEK before THI, as he was fired for mental instability. Max, Steel, and Berto follow CYTRO to Toxzon's lair, and disarm the Tox-Bomb before it destroys the city with a Chernobyl like result. Max and Steel become friends again and head home to shower off the stench of toxic minion monsters.