When one of N-Tek's Hellicarriers gets infected with a virus and starts plummeting to the ground, it's up to Max to try and get the deactivation code from an old enemy - Toxzon. However since the loss of Fishy, Toxzon is now comatose and his own bodies toxins are destroying him. It's now up to Max to detoxify Toxzon and retrieve the code before the carrier crashes.