Exhausted after helping build N-Tek's defensive spacecraft Daedalus platform to fight off Makino's armada, Max returns to school under protest. He soon must be recalled as Dread has instructed Jason naught to intrude it and set-off by the back-door a destructive virus, left behind in the hastily used Taxon-technology. Naught got trapped himself, so he told Forge that the only one who can stop it is the original programmer: Toxzon. Max Steel finds him totally poison-wrecked since he lost Fishy, but must motivate him to help against the dearly-missed pet's 'killers', and first heal him. Berto devises a method to deliver a toxin-counter-agent -sweats, inspired by Kirby's diet tips- internally, so Ven-Ghan contributes his alien miniaturization technology. Robot Cythro is disintegrated by Taxon's anti-viral cells, so Max Steel goes in himself. It works, so Taxon gives him the code, just before the virus disables the last motor, which would mean a fatal crash while Forge is aboard.