Makino's planet ship is rapidly bearing down on Earth and he's only getting stronger as a result. Desperate for a way to defend Earth, Forge pushes work on the PROMETHEIS PLATFORM into high gear (it's a big, orbiting space gun that we will reveal in pieces throughout). Only, there's a problem. And, the Prometheus is in danger of crashing to earth with all aboard. (Including Molly!), They need a vital piece of THI science to pull it all together and save the day. The only problem is, this science only exists in the head of Dr. Tytus Octavius Xander TOXON! Max Steel must capture Toxon and get his genius mind into space to fix the Prometheus Platform before Max loses his Mom! The biggest problem? Toxon's crazy! Toxzon will never reveal the information. So Kat and Berto come up with a plan to shrink Max Steel and CYTRO down, send them into Toxon's brain and retrieve the memory that they need. The only problem is, they have to fight Toxon's toxic anti-immune system that tries to destroy them!