♪
♪ I'm a truckin' down
the highway, ♪
♪ on a fine fine day ♪
Huh?
Uh, uh, uh...
AHHHHHHHHH!!!!!!!!
[tires screeching]
[grunt]
Ahhhh!!!!!!
Prepare to ULTRALINK!
That is it!
I QUIT!
[scream]
AHHHHHHH!!!!!!!!!!!
Yeeehaaa!
We're goin' greasy side up,
ten-four?
Ten-four!
Let's hit this UltraLink
like a freight shaker.
[grunts]
[laughs]
Bring it!
Yes! Max Steel!
Right on time!
Now, do your job.
Both of you!
And, I'll do mine!
Go Turbo, Speed!
Target in range.
Looks like our
pal's got a new toy!
[grunts]
Let's see if he'll
let us play.
Come on!
Go Turbo again!
Go Turbo, Strength!
Perfect!
Agghhhh!
I got your "agghhhh" and I'll
raise you a fist full of KaPow!
UGH!!!!!!!!
That was too easy.
Chomp, hold him!
[grunt]
[struggling grunts]
Go Turbo, Cannon!
[grunts]
Who would've thought trimming
the hedges
could be so much fun!
Missed again.
[grunts]
Let's get a little air.
[grunts]
Go Turbo, Flight!
I've got you now.
[groan]
YES!
[scream]
AHHHHHHH!!!!!!!!!
UGH!!!!!!!!!!
Uh-oh..
Steel?
Something... is...
r-r-r-r-wrong...
[painful sigh]
My name is Steel.
And this is my human,
Max.
Go Turbo!
Together, we keep the Earth
safe from the bad guys.
Monsters, Ultralinks,
you know, like Superheroes.
With a secret identity
and everything.
We are the ultimate
Turbo team up.
Max has the power.
And I've got the alien
know how to control it.
And we're gearing up for
our biggest battle ever.
Together, we are Max Steel!
[grunts]
Time to leave.
[snarls]
I don't understand?
We can finish Max Steel off
now while he's down.
[sighs]
Delivering the viral blast
was our mission.
Now, that's accomplished,
we have orders to report back
to Mega Metal Elementor.
[frustrated snarl]
Well...
that was kinda...
...painful.
Looks like they are taking
the bumper lane on outta here,
Big Bear.
Not if we put the binders
on 'em, Little Bear.
Go Turbo, Flight!
Whoa!
UGH!!!!!!
It's not the time for jokes,
buddy.
I wasn't joking.
It's just a little hiccup
in the programming.
Maybe it's something to do
with being hit by that blast?
Thought of that.
I ran a system's check
but there's nothing.
Now come on. Try it again.
Go Turbo, Flight.
Great.
They got away...
and I have twelve abs.
Meh, nobody's perfect.
[chatter]
[school bell ringing]
Ok, time to change
into my street clothes.
Argghh, whoa!
Steel, give me
a break with this.
It's not funny.
I... I didn't do it on purpose.
I swear on my motherboard.
Okay, okay...
time for class.
[grunts]
Can't... control...
the... turbo... modes.
Guh!
Uhm... maybe after school
I should let Berto run
a full diagnostics test on my
programming or something.
I am a little off.
Yeah ya think?
We just killed a bush.
Very little stands against me
on that pitiful planet--
And yet, Max Steel
still lives.
Is this how you serve me?
Lord Makino, my failures
offend me deeply.
I live to serve you.
I will conquer this planet
for you
as I have conquered
countless others.
Report.
Was your mission a success?
A complete success, sir.
Perfect!
My Lord Makino.
We have just rendered
Max Steel defenseless!
What's with the extra
squeaky marker?
I mean, what are they
teaching here?
Torture techniques?
Yeah, I think it's working.
I don't feel so good.
Neither do I.
Something...
in... the ... noise...
like it's...
inside my ... head...
Oh man, ever since that blast
my head feels really weird.
Uh!!!
Dad?
Whoa, huh?
Wha?
You okay, Max?
It's the note taking.
It's kinda painful.
But, here's what I got so
far if you wanna piggyback
off my notes.
Squeaky squeaky squeak,
squeak.
Pause.
Squeak, squeak, wet-thumb
rubbing out an h to
make a b then, squeaky squeak.
[distorted voice] I think it's
like Morse Code or something.
Dad?
Da-d-dad?!
Dad look out!
Woah, dude, Mr. Thornhill
is your dad?
That's like...
really sad.
Kowalski!
Be quiet.
And you sit down!
Errgh!
[class laughter]
I had employed
several different strategies,
mostly... ...direct assaults,
my attacks showed me
our enemy's strengths...
and his weaknesses.
Namely, the weakness
that is N'Baro Aksteel X377.
And yet, Max Steel still lives?
I had my minions infect AkSteel
with a virus.
And when he has perished,
Max Steel will be defenseless!
Ah, eerr Max!
I'm losing control of dampening
your turbo power.
We have to get out of here,
and fast!
If you start leaking energy,
you could obliterate THIS
ENTIRE CLASSROOM!
Err, Max, we gotta
get outta here!
Mr. Thornhill.
May I please be excused
to go to the bathroom?
Thank you.
Like I always say.
When that boy's gotta go,
he's got-to-go.
You know...
bladder problems.
Hurry!
I'm losing control of the Turbo
Energy Dampeners.
We gotta get outta here
before you start unleashing
torrents of Turbo power!
Then, let's Go Turbo!
Speed!
Whoa!
Ahhhhhh!!!!!!
Turbo clones?
[crash sounds]
Steel?
STEEL!
Mr. McGrath!
Oh-no.
[growls]
Mmmm-Mc...Mk'Rah...
Mk...Mk...Mk'Rah!
Mr. McGrath!?
Mk'rah!!!
Hmmmm.
Uhm, hey, Mr. Thornhill.
What can I get you?
Bucket? Mop?
I think I left my dignity
back there.
Why don't you take
the day off?
[sighs]
We picked up a faint
signature of Turbo Energy
somewhere in Copper Canyon...
Keep monitoring.
As the traitor N'Baro Aksteel
X377 deteriorates,
he will no longer be able
to dampen and hide
the Turbo signature
of his link;
leaving a trail leading us
right to him.
Okay, Berto, I'm linking you
through to a full upload
of my current programming.
And see if you can find
anything wrong
because I sure can't.
I double checked the time
of the attack this morning
but got n-n-nothing.
On it, Steel.
I'll run a complete
all-tiered diagnostic
and see if I can find anything.
Hey boss, there's
some really weird name
that's just keeps repeatedly
popping out of
Steel's programming.
Ja'em Mk'Rah?!
[surprised]
Yeah!
How'd you know that?
Hmm...
Mom, can I ask you
a question?
Sure, Max.
Anything.
Who's...
Mk'Rah?
[gasps]
[tires screeching]
[crash sounds]
[siren wailing]
Well... that didn't go so well.
Yeah, you kinda made
your mom crash her car.
Well whoever this Mk'Rah is,
sounds like trouble.
Gaah, Steel?
The Turbo Energy dampeners?
They're leaking...
a little... more.
[groans]
Bummer.
Max. Steel.
We need to talk.
Oh and err, bring
your mother.
Max... Steel, there's someone
we probably should have told you
about long ago...
but... we couldn't.
Woah, this is the place...
we saw...
From my memories...
That's because you were here
before, Steel.
This is where it happened...
the First Battle for Earth,
against the forces of Makino.
N-Tek was created long
before you were born.
Our sole purpose
at N-Tek
was to prepare for
an alien invasion...
getting ready for Makino.
But, nothing could have
prepared us for how hard
that first attack was.
[loud roar]
We fought as hard
as we could...
[grunts]
We were taking a beating...
[roar]
But we waited 'til just
the right moment
to unleash our secret weapon.
Our greatest ally...
[groans]
We had an alien
warrior on our side.
Ja'em Mk'Rah from
the planet Takion.
AHHHHHH!!!!!!
[roar]
He saved us all that day.
So this Ja'em Mk'Rah guy
was an alien?
From where?
Some planet called Takion?
You really don't remember
any of this, do you?
Well... no...
and yes...
kinda...
We're getting flashes of it...
That's because Steel was
ultralinked to Ja'em Mk'Rah...
those memories
are still in there.
Woah, woah!
Uncle Ferrus,
that's not right.
Steel was connected
to my dad...
not some alien.
None of this makes any sense!
That's because we never
told you the truth.
What are you talking about?
Mk'Rah...
Ja'em Mk'Rah was the real
name for...
James McGrath...
Jim McGrath.
My husband...
your father.
Whaaat...?
All my life...
you never told me...
my father was an alien?
It was something
your father wanted.
He thought it'd be best
for you.
What were you thinking?
We all promised Jim.
Uhm, guys, I hate
to interrupt but...
Not right now, Berto.
No, really, this is important.
Please, Berto,
not right now!
No, it's crazy important.
I found the virus.
Virus?
What virus?
The one that's destroying Steel?
WHAT?!
It's hidden deep
under layers and layers
of Steel's programming.
I only found it now
because it's just going
into some kind of
hyper deadly overdrive!
AHHHHHHH!!!!!!!!!!!
It's on your butt!
Look!
Huh!
I can't see it!
Get it off, get it off.
How much time do we have?
About three minutes
before it finishes the job
and does a complete wipe out.
Wipe out of what?
My memories?
No. You!
Berto, you have really, really,
really bad timing.
What?!
It's not my fault!
I would have called sooner
but...
oh...
hold on...
oh that's just great.
What now?!
You've got incoming!
Scrambling Jump Jets and
Cytro's already on his way.
Got any fight in ya?
Definitely.
I feel ...
YAAAAA!!!!!!!!!!!
Steel?
Hey buddy?
Buddy you okay?
It's taking over...
the virus...
Yeah, I'm tracking it.
Muy malo.
Mega Metal Elementor,
you were right.
The trail of turbo energy
led us right to them.
But, there are N-Tek humans.
Make me proud.
Destroy them all and bring
me the carcass
of the traitor N'Baro
Aksteel X377.
It will make a nice trophy
for our lord Makino.
For the glory of Makino!
YARGH!!!!!!!
Nice shot!
RAAARGH!!!!!!!!
Max... I can't see...
anything...
I'm here, Steel.
It's okay, buddy.
Max! I think I got it!
Remember that reboot I did
when Steel fried himself
monkeying around with
Extroyer's ultralink?
Ya had to bring that up.
N-nice.
What about it?
A complete reboot
might kill the virus!
I don't think I-I-I could
come back from that...
Not alone...
but if you're hooked into Max...
his Turbo Energy would restart
you properly...
I guess it's our only chance.
What d'ya say?
O-o-okay...re-re-rebooting...
in three...t-t-two...one...
Steel! Where are we?
We're...
we're in my memories!
For the Glory of Makino!
Absorb and expand!
(All): Absorb and expand!
Max look!
Th-th-there I am!
That's a little freaky.
Now where are we?
I-it's...
the battle of Takion...
your f-f-father's home world...
I was part of Makino's ultralink
invasion force.
Ahhhh!!!!!!
Get those
civilians to the shelter!
Now!
That's... that's my dad!
Move those Turbo Cannons
to the right side of that gorge!
Here they come!
Stand your ground!
These Takions are so heroic...
they stand and fight...
they protect the innocent...
[roar]
YAAAAH!!!!!!
This warrior is powerful!
Absorb and expand!
No...
I...
absorb and...
Wait!
Why are you attacking us?
What did we ever do to you?!
We are programmed
to absorb and expand.
For the glory of Makino.
All this destruction for glory?
Is the annihilation
of innocent lives...
is that glory?!
No...I'm not like
that...I...
It doesn't compute,
none of it...
but what can one Ultralink
do against such reckless hate?
Locking on target.
M-m-m-m-m-m-m-Max...
can't...
m-make it...
You... gotta... make it...
we...
we gotta...
finish the reboot...
come on Steel...
Destroy the traitor
while he is helpless!
For the glory of Makinoooo...
For the glory of Berto,
you mean!
Oh yeah!
Time to lock and load!
[groans]
All units.
Protect Max and Steel.
Copy that commander.
Max, you gotta keep
the connection
or Steel won't survive!
Come on... buddy...
we can do this.
Noooooo....
this warrior must live!
What did you just do?
I ultralinked with you...
to save your life.
My name is N'Baro
Aksteel X377.
Ja'em Mk'Rah.
My dad!
It's too late,
Takion is falling.
We must evacuate.
Where are we going?
Makino's next target.
Takion!
Steel!
Steel?!
It's ... too late...
I'm...
Steel!
No!
-No!
NOOOOOOOO!
Max!
Steel!!!
You did it! Max!
Yes!
Link up and let's rock!
[grunts]
AHHHHHH!!!!!!!!!!!!!
Retreat!
You three are not getting away!
Not today!
Go Turbo, Flight!
[grunts]
Go Turbo, Cannon.
[grunts]
[growl]
Max, you saved me.
You... saved my Dad.
I kinda think, he and I,
we saved each other.
Yeah...
my Dad...
the alien warrior...
from Takion...
Max?
Max, you're okay.
No, Mom, you know what
I'm not okay.
You...you should have
told me the truth.
I wanted to...
Max your Dad made us
promise not to.
Come on, Steel.
Let's get out of here.
Go Turbo Flight!
Whoa!
Oh no Steel!
Are you ok?
Huh?
Sorry, couldn't resist.
Not in the mood, buddy.
Not in the mood.
Mega Metal Elementor...
You have failed me!
I beg your patience.
I promise that it will
not happen again.
I will take command
of your remaining
destroyers personally.
How is that possible?
You're still light-years
away.
Yes, but I shall be there
sooner than you think.