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.

Extroyer's henchmen steal a package from a science lab and then park their car in a place where they sell preowned cars by accident. The next morning Max and Kirby buy the car and Extroyer's Henchmens start searching for the car. Berto turns the car into a Turbo Car and Extroyer's Henchmens kidnap Sydney. Max follows them while the old man that was checking how well Max can drive fell asleep. Max and Steel get Ultra-Linked and then they enter Extroyer's secret hideout and then Extroyer knocks Max Steel out. Extroyer says that if he doesn't give him the package, they will kill Sydney. Max gives the package to Extroyer and finds to their shock that it doesn't just carry animals' DNA, but of the most dangerous and ferocious animals that exist in the world. He morphs into a black cobra and fights with Max Steel. Steel takes Sydney to a police station by using the auto GPS in the Turbo Car. Then Extroyer turns back to normal and when he was going to morph into a deadly saber tooth tiger, Steel drove over him and all the animal DNAs fell on him and he morphed into them all and then he turned big but failed to morph correctly which turns him back into his appearance as a deformed spiky creature. Max, Steel, and Extroyer's henchmen ditch him. Afterwards Max earns his driver's license and he and Steel go on a drive, while Extroyer's henchmen go to Las Vegas. NOTE: In this episode, there were cameos of some characters, like the truck man, Reporter, and Vendor.

Steel is eager to learn more about Extroyer, since he has an Ultra-Link inside him. But when he leaves Max to investigate him, Extroyer scrambles his system and makes him malfunction in all sorts of funny ways. Meanwhile, Extroyer has a hard time morphing and goes to THI to fix his problem. He demands that Max get him what he wants or he'll kill Molly. After repairing himself, Extroyer morphs into a giant gorilla and fights Max. However, Steel arrives and unveils a new TURBO Stealth Mode which helps them defeat Extroyer, but he escapes. Steel then talks to Max about the memories he received after scrambling Extroyer's Ultra-Link, and reveals there used to be another Max Steel look-alike before him.

When Toxzon's pet plastic goldfish goes missing he holds the world hostage by poisoning all the oceans until Fishy is found. So Max Steel and N-Tek tries to find out the case of Toxic Fish in the ocean. Then Max was rescued by Toxzon, who seem to had survived and wants Fishy back. Then Forge reveals to had thrown it to the trash. Then they made a copy of Fishy. Then Toxzon found out it was not Fishy. Then Toxzon attacked N-Tek and Max with his Goopaniods. Then Forge came with Fishy and then Toxzon had Fishy and did his promise. Then Fishy advised Toxzon to attack Max and N-Tek. Toxzon was so powerful that even Max Steel couldn't defeat him. Then on his way to Copper Canyon, he was defeated by Max, and locked up in a glass tank in the Chemi-Volt at N-Tek. Then at the end, Vin and Dwayne are fishing in a water fountain and then a Toxic Seagull came and scared them.

Due to his super hero duties as of late, Max has been failing school. His teacher while rummaging through his bag in search of his science project stumbles upon Steel. Initially planning to get Steel back Max realizes that the accidental deception is his only hope of a passing grade, passing with flying colors when the teacher is led to believe it's a electronic shoe warmer. The next day Extroyer learns of the Ultra-Link on display at the school and buys it, inspired by their last encounter Extroyer has created a device to 'unleash all of his powers at once.' Max calls in N-Tek to help stage a rescue mission and faces off against a monstrous chimeric fusion of Extroyer with all of his animal forms. After narrowly retrieving Steel in time Max is able to force Extroyer to surrender, escaping at the last moment by setting the adapter to self destruct. Back at school Max decides to make a honest attempt at a science project, while not looking as impressive as Steel the teacher decides to pass Max any way.

When the Elementors can't stop arguing with themselves, they settle their differences by splitting up and hunting for Max Steel. Meanwhile, Steel hypnotizes Berto so he and Max can gain information about N-Tek's top secret files, but they later find out he doesn't have any secrets. During his fight with the four Elementors, Max Steel use a new Turbo Cannon Mode to defeat them, causing them to retreat. Steel then apologizes to Berto, who regained his conscience. Back to Dredd's base, the Elementors agree to fuse themselves together into Ultimate Elementor once again due to the fact their hatred for each other and for Max Steel has increased more while they're separated.