Sabres

Josh drops Laura off after a study date, and is feeling guilty about kissing Rachel. He admits this to Pete, who warns him not to hurt Laura, and tells him he must choose between the two women. Meanwhile the N-TEK space station, Saber, has been knocked out of orbit and is heading for earth, so they must send up a ship to repair it. Max and agent Jake Neize are chosen to take up the Phoenix. Max notices that Rachel and Ness are familiar with one another, and suspects a relationship between them. The two men then board the Phoenix, which is equipped with nanotechnology, and fly up to the station. They are attacked on their way by another ship, and are able to destroy it (they only meant to knock it out). They enter the space station to find Psycho and a new villain called Vitriole who channels energy blasts through his arms. Max & Jake manage to escape and lock themselves into a room.

Vitriole then heads to the control room to mess with the station while Psycho goes out into space and heads for the Phoenix. Max realizes the whole thing was a diversion so Psycho could get the Phoenix and the nanotechnology it contains. Jake goes out after him and manages to get the Phoenix first, firing up the engines to shoot Psycho off into space. Inside the station, Max confronts Vitriole and they fight. Max manages to knock out Vitriole by using his own power against him, then changes the path of Saber so it lands in the ocean. He escapes into the Phoenix just in time, and he and Ness return to earth safely. After Max turns his Bio-link off, Jake tells his that he & Rachel used to date, but she dumped him around the time she started training Max.

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.