Sharks

Woody and his sister, Anabel, attack with the Telebolt again, and Max & Rachel must stop them. Before they do, the lightning bolts hit a ship carrying pleutonium and makes it sink. After Woody & Anabel are captured, Max & Rachel are commissioned to take a minisub down to retrieve the pleutomium. Max seems reluctant but goes. On their way to the sunken ship, Rachel asks him what's wrong, and Max tells her how, when he was about a year or two old, he & his parents were on their boat, the Joshua, when it was sunk by a storm. His mother was killed. They reach the sunken ship and discover that it was shot down, not struck by lightning. Then a big sub, the Akina, comes and attacks. Max & Rachel are able to escape. When the Akina goes back to the sunken ship, Max suits up in dive gear and goes to retrieve the pleutonium.

Inside the sunken ship, Max finds the pleutonium, just as Letranger comes and steals it from him. Max goes after him, but Letranger escapes, and Max is rammed by the Akina. Rachel goes to retrieve Max, who is very upset, maybe a case of diver's dimentia. They go after the Akina at full speed. Sensors detect a ship, but it turns out to be the Joshua. Max gets upset and punches the sonar equipment. Rachel tries to calm Max down. He says it's his fault the Akina escaped, and also his fault his mother drowned. Rachel then kisses him to make him feel better. They go after the Akina and find it. Max goes back out and enters the enemy ship, fighting Letranger and retrieving the pleutonium. After the mission, Josh is home, where Laura is waiting on him. He says he doesn't deserve her (thinking about that kiss). Josh then gets a call from Jeff, and says he misses his mother, but that his demons are gone.

Josh McGrath/Max Steel, 'Berto Martinez, Laura Chen, Jefferson Smith, Chuck Marshak, Pete Costas, Psycho, Rachel Leeds

Produced in 3-D CGI animation, Max Steel is the story of 19-year-old Josh McGrath. After an accidental exposure to experimental nanotechnology, his strength and agility are increased and he gains the unique ability to camouflage his appearance and blend in with any surroundings. Together with Rachel Leeds and child prodigy 'Berto Martinez, Max forms 'Team Steel'. Together, they take on international villains like the mercenary organization D.R.E.A.D.