Josh is having nightmares about the time when he first learned of N-Tek's real mission, and became Max Steel. Then, on a mission to Paris to investigate the cause of numerous city-wide blackouts, Max begins to faint at odd times, coincidentally at the same time as the outages happen. Each time, he has a short flashback about his first meeting and fight with Psycho, and the events following it. By the end, Max has come to terms once more with that clip of his past, and helps to defeat Psycho and save Paris.

The episode opens with an assassination attempt on United Nations secretary general, Mari Keita, or so N-Tek believes. Max, however, has his doubts. Especially when he is told his adoptive father, Jefferson Smith, has had a heart attack, and yet, is unable to be found in any hospital. It quickly becomes apparent that Smith has been kidnapped. While the rest of N-Tek searches various leads, Max heads out on his own hunt. After discovering a hidden base and being captured, Max finds Jefferson. Working together, the father-son team manages to escape, just in time to stop Psycho from stealing a lethal virus from a hospital, which was apparently the real goal.

While in the middle of a qualifying contest for the Del Oro Extreme, Josh and the other athletes are rocked by a strange and violent lightning storm. By the next day, Josh has decided to quit the D.O.X., saying to his father that ""...there's no challenge; and it's just not fair."" However, when the lightning ceases to stop, Max must don the D.O.X. uniform, and try to find out the cause. After a series of near-death experiences for all of the D.O.X. competitors, Max learns that the threat is caused by a crazed Woody Barkowski, and his sister, Annabelle. He stops them, saving the day, and many lives. Then, at the awards ceremony, Laura catches him talking to Rachel, and accuses him of cheating on her, using a comment he made back in the episode ""Strangers"" against him. He pacifies her, sort of.

Josh and Laura seem to be repairing what damage was done to their relationship after a few recent events, while Pete simultaneously questions Josh as to his love for Laura. Meanwhile, Sabre, N-Tek's space station, has suffered a mysterious malfunction, and is in danger of plummeting back to Earth. Max, along with Jake Nez, is sent to investigate the problem. After a short fight in space, the duo reaches the station, only to find that it was all a set-up, by Psycho and Vitriol, designed to steal N-Tek's shuttle, the Phoenix. Max and Jake lock themselves in the bay, strategize, then simultaneously capture Vitriol and send Psycho spinning off into space. Sabre is brought down safely in the Pacific Ocean, and Josh returns to Del Oro, just in time for another scolding from Pete, as our hero had missed another date with Laura.

After recapturing the Barkowskis and their hurricane machine, Max and Rachel must recover plutonium from a vessel that sank in the storm, not realizing that freelance mercenary L'Æ’tranger is after it also.

In Egypt, Team Steel attempts to de-fuse Dragonelle and Dread's latest plot against world peace.

When Max fails in his first attempt to steal back a computer code disk, N-Tek must bid for it at an auction.

Vacationing in Aspen with Laura and their friend Pete, Josh spots Psycho and follows him, only to discover that Dread has tapped into his Bio-Link with N-Tek HQ in order to kidnap Max and experiment on him.

Josh and Laura's Spring Break vacation in Baja turns into a Max Steel adventure, as they encounter pirates with an earthquake machine.

Team Steel's new mobile base of operations, the Behemoth, is hijacked with 'Berto trapped inside.

Trapped by a volcano, Max listens to a log of one of his late father's missions and imagines what it was like.

N-Tek has a climactic showdown with the forces of DREAD.