Starting off the season by saving a hijacked NY City tour bus, Rachel is then promoted to be Max's boss, while Josh is approached by a pubescent girl to support the kids' efforts to get an extreme sports park built. Laura isn't in the episode -- but is mentioned as leaving on a one-year trip.

But, arriving back at the apartment to try to spend a little time with Pete for a change, Josh finds a that Pete's been taken by Dread, who has survived last season's climax, and demands Max steal for him a vial of nano probes and a research disk, sending Max on a chase through a series of hurried legs to exchange vial & disk for Pete. Oh, and Dread managed to jam Max's link with Berto, thank you.

In the process of saving Pete and putting Dread behind bars, Pete learns that Josh is Max. We're left with Dread in prison, vowing that ""it's not over, Max!""

The evil villain Electrix is angry with her history of being defeated by Max Steel and his crew. She becomes bent on revenge, but this time with a plan.

Max finds out his friend has been brainwashed and is intent on committing a murder. It is up to Max to save his friend, the person about to be murdered and discover who is behind the brainwashing.