Max, his father Jefferson Smith, and a VIP are on a plane when attacked by a heat-seeking missile. Jeff then takes over the controls while Max leaves the plane to lure the missile away, using a flare to distract it so it explodes harmlessly. Later, Jeff scolds him for behaving so dangerously, but Max gets upset, saying it's his job. Max & Rachel then take the VIP for dinner, and we learn that the VIP knew Josh when he was a kid, and that his parents died one after the other before Jeff adopted him. Jeff, who is feeling bad about yelling at Max, goes to their intended destination, Cafe Cafe, where he finds Josh's girlfriend Laura and best friend Pete, but no Josh/Max. Then Psycho comes and kidnaps Jeff, pretending he had a heart attack. Laura and Pete go to tell Josh, who tells them to search all the hospitals. After they go, Josh morphs into Max Steel and goes to the hills where the missile was launched from. Berto tracks him using the Bio-link.
Max is walking on the hill when the ground suddenly gives way and he falls right into an enemy base, losing his connection with Berto. He is able to fend off a few guards before Psycho comes along and knocks him out. Max wakes up in a cell to find Jeff next door. Together they escape from the compound and re-establish communication with Berto. On their way back to the city, they realize that the missile and Jeff's kidnapping were a diversion, and that Psycho is after the Cain Virus which is being taken to a mdeical facility in Del Oro. They head to the facility, where Laura happens to be. Psycho steals the Cain Virus canister just before Max and Jeff arrive and attack. Psycho tosses the canister over the side of the building, but Jeff swoops down and is able to retrieve it. Psycho gets away, but Jeff and Josh reconcile.
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