Original subtitles

[lightning thunders]

[dramatic music]

[grunt]

[ominous music]

Synchronize organic matrix inverters,

proceed with terminal suturing process.

Batten down the hatches, raise the mizzenmast.

Do you realize what we shall accomplish

here this night, Mr. Naught?

I'm sure you'll enlighten me, sir.

We are generating victory.

We are creating the ultimate weapon.

We are engineering vengeance.

[dramatic music]

All is ready, sir.

Excellent, then let us commence.

Atomic batteries to full.

Activate reagent gas infusion.

[machine whirs]

[dramatic music]

[lightning thunders]

[shouts]

[electricity sounds]

[dramatic music]

[creature growls]

It's alive, alive!

It's alive!

[Dredd laughs]

[lightning thunders]

[dramatic music]

[train horn sounds]

[man snores]

[passengers chatter]

[machine beeps]

[train controls] Warning,

exceeding safe speeds.

It's no good, the brakes are out.

The backups are down, too.

Well, how about the backup backups?

There are no backup backups.

So what do we do?

[train wheels screech]

[dramatic music]

[grunts]

[train horn sounds]

[gasps] It's Max Steel.

[Steel] I don't get it,

why do they call them runaway trains anyway?

[man shouts]

I mean, who says it's going away?

That's the whole problem,

it's going toward things.

[train horn sounds]

Like other trains.

[dramatic music]

It makes no sense.

We ought to think of a better term.

[Max] How about we think of a way

to stop this train first?

Go Turbo, strength!

[grunts]

[rails screech]

All right, we did it.

Not entirely.

Oh, crud.

[train horn sounds]

[passengers scream]

Go Turbo, rocket.

[dramatic music]

[people shout]

[Steel] It's got too much momentum.

We need more pushback.

Hang in there Max, I got you.

It's working.

[grunts]

-Phew.

-I did it!

[people cheer]

-Thanks, Max Steel. -Sydney?

[gasps]

I mean, thank you, citizen.

And now...

-[crashes] -Ow!

Go turbo, flight.

[crashes]

Hmm?

[Steel] Oh, that was smooth.

Well, I think I got away with it.

Oh, sure you did.

Not.

Hey, get a load of that.

That's one

good-looking superhero.

I wonder who he really is.

You're not the only one.

[lightning thunders]

[steam hisses]

It would appear Project Morphos

is an unqualified success.

Morphos?

It speaks?

Oh, it does much more than that.

[Morphos] What am I?

You are everything.

You are greater than any one thing.

You are a multitude stitched together

for one terrible purpose.

What purpose, father?

Aw, he thinks you're his daddy.

[shouts]

Max Steel.

He knows Max Steel?

He's only been alive for five minutes.

Oh, he knows.

I've burned that name into every fiber of his being.

He exists...

[Morphos] So that Max Steel will not.

I understand, father.

I hold here the key to your creation.

The final component that will complete you.

Do this deed for me,

and you will be rewarded.

Wreak havoc upon my greatest enemy

by turning his own strengths against him.

[thunder rumbles]

Okay Max, what's eating you?

'Cause you're certainly

not eating your food,

[makes drumming sound]

I maybe sorta kind of let it slip

that I'm Max Steel to Sydney.

You're Max, I'm Steel.

I tried to cover it up.

Like a bad toupee.

The thing is, I'm not sure I want to keep

it a secret anymore.

Oh dear.

Oh dear.

Max, I know it's hard living with a secret.

I know, I know, I need a secret identity

to keep my family and friends safe.

But if she knows already and I keep lying to her?

You are who you are,

only you know what it is you need to do.

I know whatever you decide will be the right choice.

[bell rings]

[Steel] Are you sure

this is the right choice?

It's my secret identity too.

I can't keep lying to her.

You lie to Kirby.

Well, it's different.

[Steel] Why?

Because he's not as cute?

Kirby's cute.

I mean, maybe this isn't a good idea.

Well, it would be

nice to be able

to trust someone else

with a secret.

What, so now you want to tell her?

I'm just saying maybe

it wouldn't be so bad.

Okay, so we tell her.

[Steel] What if she freaks?

So, we do or we don't?

-We do.

-Okay.

-Or maybe not.

-Ugh, Steel.

Okay, do.

Good, good, good.

Here goes nothing.

Let's do it.

Hey guys?

What is up, Max to the Max?

Uh Sydney, can I talk to you for a sec, alone?

[Kirby laughs]

I will catch you talkers later.

Sydney, there's something, well...

There's something I really want to tell you.

Yes, Max?

Well, it's...

[heart thumps]

I'm...

Max, your heart rate is

dangerously elevated.

-Steel. -What?

[Dredd] Max Steel,

I am contacting you

via your ultra links

communication frequency.

Uh, I just wanted to tell you

that I can't take math class today.

I have to take my grandmother bungee jumping.

Ugh.

[Steel] It's Dredd Max,

I can't shut him up.

[Dredd] I'm sure you're

wondering why I called.

I just wanted to say goodbye.

I even dropped off

a parting gift.

[object crashes]

[people scream]

It's waiting for

you downtown.

[people chatter]

You see the time has

finally come, Max Steel.

The moment when

everything you hold dear

comes to an end.

[Morphos roars]

[Max] So, what do you think Dredd got us?

[Steel] I'm hoping

it's socks.

[dramatic music]

[Morphos growls]

[Max] Not socks.

[Steel] I guess that's what

Dredd wanted us to find.

And you are what father wanted me to find.

[Steel] Father,

who's your daddy?

Go turbo, strength!

[grunts]

Ew.

[Steel] Way to keep something

to remember him by.

Sorry buddy, maybe we can stitch it back on?

[dramatic music]

-[Steel] Well, that's peculiar.

-What?

It's going to take a lot more than that to stop me.

[crashes and grunts]

[people scream]

[Max] I'll give Dredd this much,

his new palooka can take a punch.

[Steel] Yeah, but not

so great at giving one.

[Morphos shouts and crashes]

[growls]

[Morphos shouts]

What in the...

Do yourself a favor, Frankenstitches, give it up.

[Morphos splashes]

There there, come to Uncle Naught.

I guess he's gone.

[Steel] Long gone if he

knows what's good for him.

[upbeat music]

[Robotic Voice] Welcome

to N-tek, Max Steel.

-Guys, Dredd is back. -That's not good.

We just finished tangoing

with his latest gorilla.

[Steel burps]

-Ooh, pardon me.

-What's with him?

Dredd sent us a message by hacking into Steel.

I'm still running

a repair program

on my communication relay.

Wait, don't!

Dredd may have left us a trail of code to follow.

[Steel shouts]

Hey, watch where you're

sticking that, bro.

I should be able to triangulate the transmission source

and get a lock on his location.

Then we take them down like a foot-long hoagie.

Max, Steel, this uh, gorilla you took on.

Anything to worry about?

I don't think so, Uncle Ferrus.

It was kind of amateur hour with him.

More like amateur minute.

We took him down quick.

Speaking of quick.

[Agent] Just got a lock on Dredd.

N-Tek, let's roll out.

Max Steel and N-Tek.

Back in action.

[Steel] Their signal

is coming from inside.

Let's check it out.

[Ferrus] Be careful,

we'll be right behind you.

[metal crashes]

Games up, Dredd.

Hmm.

[dramatic music]

[Steel] Say, you don't think

this is a trap, do you?

[doors slam shut]

Nevermind.

[Ferrus knocks on entrance]

Max, Max?

Sorry Commander, it's a sold out performance.

Naught?

And you don't seem to have a ticket.

Quick, cover.

I don't like the looks of this.

I actually kinda like it.

It's nice and quiet.

[bell rings]

Ladies and ultra links,

welcome to the fight

of a century.

In the blue corner wearing

the turbo energy trunks,

Max Steel.

[Steel] Well,

it's finally happened.

Dredd's lost his mind.

And in the red corner,

wearing many different stitched

together monster parts,

and with an undefeated

record,

Morphos!

[Morphos screams]

Undefeated record?

We mopped the floor with that freak.

[Steel] He's like the world's

ugliest punching bag.

You actually believe you

won your last encounter

with Morphos, but in fact,

you lost.

Morphos wasn't

there to beat you.

I was there to steal from you.

Hey, he stole

our strength mode.

They say imitation is the

sincerest form of flattery.

I say it's the surest

way to spell your doom.

[Morphos growls]

[both] Uh-oh.

Go Turbo, strength!

[Max crashes and groans]

[Max screams]

How's it going?

Not so good, you?

Could be better.

[Morphos growls]

[Max crashes and groans]

He's cleaning our clock.

[Steel] Yeah, and

with our own powers.

[crashes]

Ow.

[Max screams]

[Max shouts]

[Morphos growls]

-Uh, that was horrendous.

-You're telling me.

Let's take this to the high ground.

Go Turbo, flight!

[Max groans]

What have you?

Get off.

[Morphos screams]

Time to fly.

[Morphos shouts]

[Steel] Captain Copycat's

right on our tail.

You've given me yet another gift, Max Steel.

The power of flight.

[Steel] Note to self,

no more modes.

How is he doing this?

[machine beeps]

Ow. This is Berto, speak.

Berto, we have a

situation over here.

What kind of situation?

[Steel] We're engaged in

battle with a creature

who seems to be able to

replicate our abilities.

We need to know what this thing is,

and how it's doing what it's doing.

[Roberto] Send me a complete scan

and I'll download it for analysis.

But scale of one to ten, how bad is this guy?

So bad I just

downloaded in my pants.

Ew.

[dramatic music]

[Steel] He's gaining!

[dramatic music]

Max, we're pulling away.

[Morphos chuckles]

I think we lost him.

[Steel] Uh, Max?

[Max crashes]

More.

[Max shouts]

I want more of these forms you take.

[robots crash]

Don't you get tired of losing, Naught?

On the contrary, I'm looking forward

to a little N-Tek hospitality.

[Naught chuckles]

[Morphos growls]

Steel, we got to think of something and fast.

[Steel] Let's try

Turbo Canon Mode.

No, he'll just copy it.

Um, maybe he's vulnerable

to pure turbo energy?

Here's hoping.

[Morphos growls]

[Steel] It's working.

It's not working.

[Max groans]

Max, I think I...

[Dredd] Now do you

realize, Max Steel,

the majesty of what I've

created, the perfect organism.

It does not eat,

it does not sleep,

and it cannot be stopped.

[Max screams]

[Max crashes]

[Steel] Max get up,

you're losing consciousness.

This is our final battle,

in which I destroy everything you care about.

No, no.

And the sweetest blow of all,

I would use your own power to do it.

[Steel] Max, Max?

When I am done,

I will destroy you, once and for all.

[Dredd chuckles]

[Max crashes]

You have done well, Morphos.

I am glad my actions please you, father.

You have only begun to please me.

And after we have destroyed Max Steel,

what then, what purpose have I beyond your revenge?

[laughs] You just have to wait and see, Morphos.

You just have to wait and see.

[dramatic music]

That thing Max was fighting, what was it?

Max and Steel sent me a complete scan of the creature.

It's like nothing we've ever faced before.

Techno organic stitches,

an amalgam of different body parts, different abilities.

Seems to possess the primary power of reactive adaptation.

Reactive adaptation?

Its body has the ability

to instantaneously replicate the powers

of whatever threat it is fighting against.

So you'd never be able to fight it

the same way twice.

It'd be able to use your own powers against you.

It's virtually indestructible, it's...

It's called Project Morphos.

It was a doomsday weapon to be used

when there was no other options left to us.

It was N-Tek's last desperate measure.

It was never supposed to be activated.

And Max is out there fighting that thing on his own.

[sighs] Curse you Dredd,

what have you done?

[Woman] Welcome to

N-Tek, Max Steel.

What is it, Berto?

It's Max, he's here.

Just screened in an N-Tek security checkpoint.

Well, that's a relief.

[alarm sounds]

Mother of Mars.

[Morphos growls]

Uh, tech and organic

functions initiated.

Cognitive systems online.

Fear sensors, freaking out.

Max, you awake?

Max, where are we?

Max, wakey wakey.

-Ow.

-Get up.

[Steel zaps Max]

This is no time

to be unconscious.

I am not unconscious.

[Max zaps Steel]

Huh, so that's what

that feels like.

Where are we?

Don't know, some

kind of interferes

are blocking my

positioning signal.

Good news is I'm not

reading any other lifeforms.

[distant bang]

Then what do you call that?

[dramatic music]

Get ready.

-Go... -I wouldn't go turbo in here.

I don't think the roof can take it.

Dad?

Jim?

What is this place?

Right now, as far as you two are concerned,

it's a medical bay.

Back on the table.

When I found you, you were in bad shape.

Dad, Miles Dredd is back.

And he's not alone.

He's created a monster, Morphos.

Morphos.

He can copy our modes.

And use your own powers against you.

You know this thing?

Worse than that, I helped conceive it in this very ship.

Ship?

You know that I come from another world,

the Planet Tachyon.

We are sitting inside the spaceship

that first brought me to Earth.

It was here on Earth where I met Forge,

Miles Dredd, and your mother.

Together, we founded N-Tek.

But this was also the place

where we developed Project Morphos.

The intergalactic conqueror known as Makino

was coming to invade the Earth.

We designed Morphos to destroy Makino

in the event that we all failed.

A way to save the rest of the universe,

even if we couldn't save the Earth.

There was just one problem, Morphos was too powerful.

If he destroyed Makino,

there was no guarantee he would stop there.

Morphos could well become an even greater threat

to the universe than Makino ever was.

What were you guys thinking?

Ultimately, fortunately I decided not

to go through with it. It was too dangerous.

Yeah, just ask my butt sensor,

Morphos kicked it, repeatedly.

Never thought Dredd was crazy enough to do it.

Oh, he's crazy enough.

We've got to find a way to stop him, stop Morphos.

And the answers we need are here in this ship,

in the original N-Tek database.

We just have to find them before it's too late.

[Morphos growls]

[agents crash and groan]

[Ferrus shouts]

[guns fire]

[Morphos crashes and growls]

[cameras explode]

[System Voice]

Attention, prison

sector has been breached.

I don't understand it, how did he find us?

[Morphos grunts]

[cell crashes]

[Naught coughs]

What took you so long?

My transponder beamed out my coordinates hours ago.

Naught.

Nevermind, carry on.

Come on!

[gun blasts]

[Morphos growls]

Oh no.

C.Y.T.R.O, meet Morphos.

Morphos, meet C.Y.T.R.O.

[C.Y.T.R.O blasts]

How's that for a handshake?

You sure this is a good idea, Berto?

Morphos can copy whatever comes his way.

He does it with these stitches,

That's why I amped up C.Y.T.R.O's defector shield.

Morphos shouldn't be able to chomp through it.

[Morphos bangs C.Y.T.R.O]

Uh-oh, shield's going down.

[dramatic music]

Good thing I just upgraded C.Y.T.R.O's blasters.

[Morphos blasts]

You were right, boss.

He is unstoppable.

Well, at least there's one good thing.

What's that?

Things can't possibly get any worse.

[robots blast]

[Dredd laughs]

Are we having fun yet?

[upbeat music]

I can't get through to N-Tek.

-Same here, nothing. -Come with me.

I came here because this ship contains enough power

to protect the earth from great calamity.

I'd say Morphos qualifies.

N-Tek originally designed Morphos to adapt

to whatever powers we used against him.

You guys do good work.

But Morphos may have a flaw we can exploit.

His uncouth table manners?

-No.

-His monstrous foot odor?

-Nope.

-He eats his own boogers?

Even better, Morphos can only adapt

to one power at a time.

And that helps us how?

You and Steel must manifest

more than one mode at a time.

Wait, that's not possible.

You have only begun to understand what's possible.

-Whoa.

-Whoa, quoted for truth.

What's happening to us.

I feel great.

The energy in this chamber was responding to you both.

So much power.

Power sure, but what's power

if it's not put to some purpose.

Like impressing the ladies?

Like saving the world.

Well, well, well, the gang's all here.

Forge, my old friend.

It's been too long.

Not long enough, Miles.

So, how'd you like my boy here?

How could you have gone through with this?

Morphos means the end of everything.

It means the end of you too.

Not the end of me,

but most certainly the end of you.

The end of Molly McGrath, and the end of N-Tek.

And after that, then what, father?

You promised me answers, purpose.

I promised you answers once my revenge is complete.

I would have my answers now.

You dare question me?

Uh.

The energy in this chamber is responding to you.

Sensing the bond you and Steel share.

This energy can strengthen your bond,

unlocking even greater powers within you.

Enough power to defeat Morphos?

Enough power to master the universe.

But let's start with defeating Morphos.

[dramatic music]

Step onto the alter.

[Steel] Hey, any side

effects to this procedure?

I don't know, never done it before.

Wait, what?

We're all searching for the key

that will unlock our greatest power.

Your bond is your key.

[dramatic music]

Go Turbo!

We've conquered N-Tek.

With their resources we can take over the world.

Why waste time with petty revenge?

My petty revenge is the only reason you exist.

But I am capable of so much more.

You did create him using your own DNA.

So I think we know where he gets his stubborn, sir...

[grunts]

Thank you kindly.

You used your own DNA to create him?

You shouldn't have signed your work, Dredd.

[Morphos growls]

I made you, I can destroy you.

Nothing can destroy me.

I hate it when family fights.

Back, you insolent beast.

[Dredd fires]

Beast, I am just like you.

[Morphos laughs]

As you can see.

[Dredd shouts and groans]

How fitting, done in by your own creation.

By your own hand.

Done in when I hold the answers you seek?

When I hold the final piece

to the puzzle that is you?

The piece that will finally complete you.

Finish what we started together,

exact my revenge on Max Steel,

and I will give you the answers that you seek.

So be it, what would you have me do next?

Mr. Naught, have you located our next target?

I've accessed the N-Tek personnel files,

I have her home address.

Excellent, bring me the head of Molly McGrath.

[Dredd laughs]

[knock on door]

Oh, hi Sydney, how are you?

Max isn't home at the moment.

Actually, I wanted to talk to you if that's okay?

Oh, um sure, come on in.

Can I get you something to drink?

Water would be great.

Mrs. McGrath, have you noticed anything weird

about Max lately?

Weird, no, not that I can think of.

What do you mean exactly?

Well, have you noticed how he's always running off?

Well, he is an active...

I mean, one minute we're sitting together

talking about going to the movies.

Well, that doesn't sound so weird.

And then bam, he says he has to give

his Grandma Tootsie a bubble tea bath and runs off.

Well, grandma Tootsy does enjoy her bubble tea baths.

And he's always talking to himself, always.

Oh, all of us McGrath's do that.

Wouldn't you agree, Molly?

Why yes, I sure would, Molly.

No offense, Mrs. McGrath,

but something strange is going on around here.

I guess what I'm trying to say is,

I believe your son Max is actually...

Sydney, I assure you, there is absolutely nothing

out of the ordinary about Max or this family.

[Molly gasps]

[glass shatters]

Molly McGrath, today is judgment day.

You were saying?

No, Project Morphos.

[Morphos growls]

[dramatic music]

Huh, Pilates.

There is nothing I need to take from you except your life.

[Morphos blasts]

[Molly screams]

No!

Excellent.

Thanks, Max Steel.

Hey Stitching Stein, your daddy called.

He wants his arms back.

I can sense you're more powerful than before.

But it will fail you not.

[Max crashes]

Why don't you change into a new mode,

so I can use it against you.

Wait, are those C.Y.T.R.O's arms?

[Morphos fires]

[Steel] Yep.

Max, look out.

[Morphos growls]

With your destruction,

father will give me the answers I seek.

[Max screams]

I thought we were supposed to...

Supposed to be stronger.

[Max crashes and groans]

[Steel] System failure

in seven seconds.

We, we failed.

[Morphos growls]

[Steel] Max?

Whoa, where are we?

I think we're in your head.

Wait, then what are you doing in here?

I think we're in our head.

Are we dead?

Well, if we are,

at least we're together.

That's good, 'cause you're still owe me five bucks.

[Jim] Strengthen your bond.

[Steel] Are you hearing

your dad or am I losing it?

I hear him.

It's what he told us on the ship.

[Jim] Your bond is your key.

[Steel] Right, he said

Morphos couldn't adapt

to more than one

power at one time.

[Jim] A flaw we could exploit.

So now that dad's given us the power,

we need to combine the modes.

Whoa.

[Steel] Turbo Strength Mode?

Morphos got that already.

Ah, but I like strength mode.

How about Turbo Clone Mode.

How about, no?

How about pest mode?

You know, you're an expert at that.

Oh, triple cannon mode.

Yes, and we can combine it with...

Turbo Spike, oh Turbo

Spike would be so cool.

Steel, I like the way you think.

[Jim] Your bond,

your greatest power,

this is the key.

[Steel] Right,

let's give this a whirl.

Hold onto your hard drive.

Go Turbo, cannon!

[Steel] Spike!

[upbeat music]

[Morphos laughs]

A new mode, mine!

What, I cannot absorb your power?

That's right copycat,

two modes are better than one.

[Morphos groans]

[Max groans]

[Morphos shouts]

[Morphos crashes]

[Morphos shouts]

[Morphos crashes]

Where is he, Steel?

Scanners say he's gone.

[crowd cheers]

Max Steel, Max Steel!

Way to go, Max.

Steel.

Uh, did she just?

Yeah she did.

You may be right, Max.

You may have to tell her who you really are.

Well, it couldn't hurt to have a few friends

along for the ride.

You've only just begun to learn who you are,

both of you.

[lighting thunders]

Father, I have failed you.

Disappointing Morphos, very disappointing.

And here I had so much to tell you.

So many answers.

Yes, my answers, give them to me.

I could complete you with this one simple key,

but you've proved yourself unworthy.

The key, give it to me.

No.

Then I will take it.

Oh no, whatever shall I do?

Don't hurt me, no.

[Morphos growls]

Yes, finally, I am complete.

I am... what?

Ooh, that looks unpleasant.

No, what is happening to me?

Just a little fail safe device

I whipped up in case you became unmanageable.

No, no,

no!

What's the answer to your riddle,

what are you?

You're nothing, absolutely nothing.

[dramatic music]

[ominous music]

I am...

vengeance!

[Morphos roars]

[theme music]