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1
00:00:02,785 --> 00:00:04,743
[lightning thunders]
2
00:00:07,659 --> 00:00:10,358
[dramatic music]
3
00:00:10,445 --> 00:00:11,924
[grunt]
4
00:00:16,668 --> 00:00:19,367
[ominous music]
5
00:00:27,070 --> 00:00:29,159
Synchronize organic
matrix inverters,
6
00:00:29,246 --> 00:00:31,553
proceed with terminal
suturing process.
7
00:00:31,640 --> 00:00:34,556
Batten down the hatches,
raise the mizzenmast.
8
00:00:34,643 --> 00:00:36,993
Do you realize what
we shall accomplish
9
00:00:37,080 --> 00:00:38,647
here this night, Mr. Naught?
10
00:00:38,734 --> 00:00:40,823
I'm sure you'll
enlighten me, sir.
11
00:00:40,910 --> 00:00:43,608
We are generating victory.
12
00:00:43,695 --> 00:00:46,263
We are creating
the ultimate weapon.
13
00:00:46,350 --> 00:00:49,049
We are engineering vengeance.
14
00:00:49,136 --> 00:00:50,267
[dramatic music]
15
00:00:50,354 --> 00:00:52,008
All is ready, sir.
16
00:00:52,095 --> 00:00:55,055
Excellent, then let us commence.
17
00:00:55,142 --> 00:00:56,882
Atomic batteries to full.
18
00:00:56,969 --> 00:00:58,928
Activate reagent gas infusion.
19
00:01:00,712 --> 00:01:02,888
[machine whirs]
20
00:01:05,978 --> 00:01:08,155
[dramatic music]
21
00:01:15,205 --> 00:01:17,294
[lightning thunders]
22
00:01:18,556 --> 00:01:20,210
[shouts]
23
00:01:20,297 --> 00:01:22,517
[electricity sounds]
24
00:01:25,824 --> 00:01:28,436
[dramatic music]
25
00:01:46,454 --> 00:01:48,673
[creature growls]
26
00:01:50,197 --> 00:01:52,938
It's alive, alive!
27
00:01:53,025 --> 00:01:54,549
It's alive!
28
00:01:54,636 --> 00:01:56,377
[Dredd laughs]
29
00:01:56,464 --> 00:01:58,770
[lightning thunders]
30
00:02:03,340 --> 00:02:06,126
[dramatic music]
31
00:02:08,040 --> 00:02:09,694
[train horn sounds]
32
00:02:11,914 --> 00:02:14,003
[man snores]
33
00:02:14,873 --> 00:02:17,180
[passengers chatter]
34
00:02:20,227 --> 00:02:22,011
[machine beeps]
35
00:02:22,098 --> 00:02:24,318
[train controls]
Warning,
exceeding safe speeds.
36
00:02:27,843 --> 00:02:29,888
It's no good,
the brakes are out.
37
00:02:31,890 --> 00:02:33,370
The backups are down, too.
38
00:02:33,457 --> 00:02:35,024
Well, how about
the backup backups?
39
00:02:35,111 --> 00:02:37,113
There are no backup backups.
40
00:02:37,200 --> 00:02:38,897
So what do we do?
41
00:02:39,811 --> 00:02:42,379
[train wheels screech]
42
00:02:42,466 --> 00:02:45,513
[dramatic music]
43
00:02:45,600 --> 00:02:47,689
[grunts]
44
00:02:49,734 --> 00:02:51,083
[train horn sounds]
45
00:02:51,171 --> 00:02:53,390
[gasps] It's Max Steel.
46
00:02:53,477 --> 00:02:55,044
[Steel] I don't get it,
47
00:02:55,131 --> 00:02:56,959
why do they call them
runaway trains anyway?
48
00:02:58,917 --> 00:03:00,049
[man shouts]
49
00:03:01,181 --> 00:03:02,660
I mean, who says
it's going away?
50
00:03:02,747 --> 00:03:03,879
That's the whole problem,
51
00:03:03,966 --> 00:03:05,707
it's going toward things.
52
00:03:05,794 --> 00:03:06,621
[train horn sounds]
53
00:03:06,708 --> 00:03:08,057
Like other trains.
54
00:03:09,493 --> 00:03:12,104
[dramatic music]
55
00:03:15,978 --> 00:03:17,414
It makes no sense.
56
00:03:17,501 --> 00:03:18,807
We ought to think
of a better term.
57
00:03:18,894 --> 00:03:20,025
[Max] How about
we think of a way
58
00:03:20,112 --> 00:03:22,071
to stop this train first?
59
00:03:24,421 --> 00:03:26,249
Go Turbo, strength!
60
00:03:31,036 --> 00:03:33,213
[grunts]
61
00:03:36,912 --> 00:03:38,653
[rails screech]
62
00:03:39,697 --> 00:03:41,482
All right, we did it.
63
00:03:42,396 --> 00:03:44,702
Not entirely.
64
00:03:44,789 --> 00:03:46,008
Oh, crud.
65
00:03:46,922 --> 00:03:49,185
[train horn sounds]
66
00:03:50,142 --> 00:03:51,143
[passengers scream]
67
00:03:51,231 --> 00:03:53,407
Go Turbo, rocket.
68
00:03:55,931 --> 00:03:58,194
[dramatic music]
69
00:04:01,806 --> 00:04:03,982
[people shout]
70
00:04:07,812 --> 00:04:09,379
[Steel] It's got
too much momentum.
71
00:04:09,466 --> 00:04:11,163
We need more pushback.
72
00:04:11,251 --> 00:04:13,078
Hang in there Max, I got you.
73
00:04:18,258 --> 00:04:19,824
It's working.
74
00:04:22,697 --> 00:04:24,133
[grunts]
75
00:04:24,220 --> 00:04:26,788
-Phew.
-I did it!
76
00:04:26,875 --> 00:04:29,617
[people cheer]
77
00:04:39,801 --> 00:04:42,499
-Thanks, Max Steel.
-Sydney?
78
00:04:42,586 --> 00:04:43,631
[gasps]
79
00:04:43,718 --> 00:04:46,460
I mean, thank you, citizen.
80
00:04:46,547 --> 00:04:47,548
And now...
81
00:04:47,635 --> 00:04:48,853
-[crashes]
-Ow!
82
00:04:48,940 --> 00:04:50,942
Go turbo, flight.
83
00:04:53,467 --> 00:04:56,034
[crashes]
84
00:04:56,121 --> 00:04:57,297
Hmm?
85
00:04:58,559 --> 00:05:01,039
[Steel]
Oh, that was smooth.
86
00:05:01,126 --> 00:05:03,433
Well, I think
I got away with it.
87
00:05:03,520 --> 00:05:04,608
Oh, sure you did.
88
00:05:04,695 --> 00:05:05,957
Not.
89
00:05:06,044 --> 00:05:07,872
Hey, get a load of that.
90
00:05:07,959 --> 00:05:10,353
That's one
good-looking superhero.
91
00:05:10,440 --> 00:05:12,921
I wonder who he
really
is.
92
00:05:13,835 --> 00:05:15,227
You're not the only one.
93
00:05:18,535 --> 00:05:20,058
[lightning thunders]
94
00:05:26,108 --> 00:05:28,328
[steam hisses]
95
00:05:31,635 --> 00:05:33,507
It would appear Project Morphos
96
00:05:33,594 --> 00:05:36,205
is an unqualified success.
97
00:05:37,380 --> 00:05:39,643
Morphos?
98
00:05:40,470 --> 00:05:41,732
It speaks?
99
00:05:41,819 --> 00:05:44,344
Oh, it does much more than that.
100
00:05:46,998 --> 00:05:49,697
[Morphos] What am I?
101
00:05:50,959 --> 00:05:52,830
You are everything.
102
00:05:52,917 --> 00:05:55,572
You are greater
than any one thing.
103
00:05:55,659 --> 00:05:59,184
You are a multitude
stitched together
104
00:05:59,271 --> 00:06:01,839
for one terrible purpose.
105
00:06:01,926 --> 00:06:05,669
What purpose, father?
106
00:06:06,714 --> 00:06:08,977
Aw, he thinks you're his daddy.
107
00:06:09,064 --> 00:06:10,805
[shouts]
108
00:06:12,937 --> 00:06:15,070
Max Steel.
109
00:06:16,332 --> 00:06:17,855
He knows Max Steel?
110
00:06:17,942 --> 00:06:19,857
He's only been alive
for five minutes.
111
00:06:19,944 --> 00:06:21,685
Oh, he knows.
112
00:06:21,772 --> 00:06:25,733
I've burned that name into
every fiber of his being.
113
00:06:25,820 --> 00:06:27,691
He exists...
114
00:06:27,778 --> 00:06:30,520
[Morphos] So that
Max Steel will not.
115
00:06:32,130 --> 00:06:35,569
I understand, father.
116
00:06:35,656 --> 00:06:39,137
I hold here the key
to your creation.
117
00:06:39,224 --> 00:06:42,314
The final component
that will complete you.
118
00:06:43,272 --> 00:06:44,752
Do this deed for me,
119
00:06:44,839 --> 00:06:47,581
and you will be rewarded.
120
00:06:47,668 --> 00:06:50,671
Wreak havoc upon
my greatest enemy
121
00:06:50,758 --> 00:06:52,977
by turning his own
strengths against him.
122
00:06:53,064 --> 00:06:55,110
[thunder rumbles]
123
00:07:00,332 --> 00:07:02,030
Okay Max, what's eating you?
124
00:07:02,117 --> 00:07:05,250
'Cause you're certainly
not eating your food,
125
00:07:05,337 --> 00:07:06,687
[makes drumming sound]
126
00:07:06,774 --> 00:07:09,298
I maybe sorta
kind of let it slip
127
00:07:09,385 --> 00:07:12,040
that I'm Max Steel to Sydney.
128
00:07:12,127 --> 00:07:13,737
You're Max, I'm Steel.
129
00:07:13,824 --> 00:07:14,869
I tried to cover it up.
130
00:07:14,956 --> 00:07:16,479
Like a bad toupee.
131
00:07:16,566 --> 00:07:18,829
The thing is, I'm not
sure I want to keep
132
00:07:18,916 --> 00:07:20,091
it a secret anymore.
133
00:07:21,179 --> 00:07:22,093
Oh dear.
134
00:07:22,180 --> 00:07:23,791
Oh dear.
135
00:07:23,878 --> 00:07:26,881
Max, I know it's hard
living with a secret.
136
00:07:26,968 --> 00:07:28,796
I know, I know,
I need a secret identity
137
00:07:28,883 --> 00:07:31,059
to keep my family
and friends safe.
138
00:07:31,146 --> 00:07:35,280
But if she knows already
and I keep lying to her?
139
00:07:35,367 --> 00:07:37,021
You are who you are,
140
00:07:37,108 --> 00:07:39,415
only you know what
it is you need to do.
141
00:07:39,502 --> 00:07:41,852
I know whatever you decide
will be the right choice.
142
00:07:43,114 --> 00:07:44,942
[bell rings]
143
00:07:45,029 --> 00:07:46,466
[Steel]
Are you sure
this is the right choice?
144
00:07:46,553 --> 00:07:48,642
It's my secret identity too.
145
00:07:48,729 --> 00:07:50,339
I can't keep lying to her.
146
00:07:50,426 --> 00:07:51,514
You lie to Kirby.
147
00:07:51,601 --> 00:07:53,211
Well, it's different.
148
00:07:53,298 --> 00:07:55,910
[Steel]
Why?
Because he's not as cute?
149
00:07:55,997 --> 00:07:57,520
Kirby's cute.
150
00:07:57,607 --> 00:08:01,263
I mean, maybe this
isn't a good idea.
151
00:08:01,350 --> 00:08:03,352
Well, it would be
nice to be able
152
00:08:03,439 --> 00:08:05,963
to trust someone else
with a secret.
153
00:08:06,050 --> 00:08:07,791
What, so now you
want to tell her?
154
00:08:07,878 --> 00:08:10,054
I'm just saying maybe
it wouldn't be so bad.
155
00:08:10,141 --> 00:08:11,969
Okay, so we tell her.
156
00:08:12,056 --> 00:08:13,318
[Steel]
What if she freaks?
157
00:08:13,405 --> 00:08:14,885
So, we do or we don't?
158
00:08:14,972 --> 00:08:16,887
-We do.
-Okay.
159
00:08:16,974 --> 00:08:18,889
-Or maybe not.
-Ugh, Steel.
160
00:08:18,976 --> 00:08:20,412
Okay, do.
161
00:08:20,500 --> 00:08:23,024
Good, good, good.
162
00:08:23,111 --> 00:08:24,504
Here goes nothing.
163
00:08:24,591 --> 00:08:26,636
Let's do it.
164
00:08:26,723 --> 00:08:27,898
Hey guys?
165
00:08:27,985 --> 00:08:30,597
What is up,
Max to the Max?
166
00:08:30,684 --> 00:08:33,948
Uh Sydney, can I talk
to you for a sec, alone?
167
00:08:35,123 --> 00:08:37,168
[Kirby laughs]
168
00:08:37,255 --> 00:08:39,475
I will catch you talkers later.
169
00:08:40,781 --> 00:08:43,958
Sydney, there's
something, well...
170
00:08:44,045 --> 00:08:45,829
There's something I
really want to tell you.
171
00:08:45,916 --> 00:08:47,048
Yes, Max?
172
00:08:47,135 --> 00:08:49,224
Well, it's...
173
00:08:50,051 --> 00:08:52,053
[heart thumps]
174
00:08:52,140 --> 00:08:53,794
I'm...
175
00:08:53,881 --> 00:08:56,187
Max, your heart rate is
dangerously elevated.
176
00:08:56,274 --> 00:08:58,015
-Steel.
-What?
177
00:08:58,102 --> 00:09:00,583
[Dredd]
Max Steel,
I am contacting you
178
00:09:00,670 --> 00:09:04,152
via your ultra links
communication frequency.
179
00:09:04,239 --> 00:09:05,893
Uh, I just wanted to tell you
180
00:09:05,980 --> 00:09:09,200
that I can't take
math class today.
181
00:09:09,287 --> 00:09:13,465
I have to take my
grandmother bungee jumping.
182
00:09:15,337 --> 00:09:17,165
Ugh.
183
00:09:17,252 --> 00:09:19,907
[Steel]
It's Dredd Max,
I can't shut him up.
184
00:09:19,994 --> 00:09:22,605
[Dredd]
I'm sure you're
wondering why I called.
185
00:09:22,692 --> 00:09:24,738
I just wanted to say goodbye.
186
00:09:24,825 --> 00:09:27,479
I even dropped off
a parting gift.
187
00:09:27,567 --> 00:09:28,959
[object crashes]
188
00:09:29,046 --> 00:09:31,005
[people scream]
189
00:09:31,092 --> 00:09:33,660
It's waiting for
you downtown.
190
00:09:34,486 --> 00:09:36,532
[people chatter]
191
00:09:36,619 --> 00:09:40,928
You see the time has
finally come, Max Steel.
192
00:09:41,015 --> 00:09:43,670
The moment when
everything you hold dear
193
00:09:44,845 --> 00:09:48,631
comes to an end.
194
00:09:48,718 --> 00:09:51,068
[Morphos roars]
195
00:09:52,766 --> 00:09:54,855
[Max] So, what do you
think Dredd got us?
196
00:09:54,942 --> 00:09:56,987
[Steel]
I'm hoping
it's socks.
197
00:09:57,074 --> 00:09:59,424
[dramatic music]
198
00:10:00,208 --> 00:10:02,340
[Morphos growls]
199
00:10:02,427 --> 00:10:04,342
[Max] Not socks.
200
00:10:04,429 --> 00:10:06,170
[Steel]
I guess that's what
Dredd wanted us to find.
201
00:10:06,257 --> 00:10:09,217
And you are what father
wanted me to find.
202
00:10:10,914 --> 00:10:12,655
[Steel]
Father,
who's your daddy?
203
00:10:16,398 --> 00:10:18,095
Go turbo, strength!
204
00:10:21,882 --> 00:10:24,058
[grunts]
205
00:10:27,409 --> 00:10:29,324
Ew.
206
00:10:29,411 --> 00:10:30,978
[Steel]
Way to keep something
to remember him by.
207
00:10:31,065 --> 00:10:33,676
Sorry buddy, maybe we
can stitch it back on?
208
00:10:35,286 --> 00:10:38,463
[dramatic music]
209
00:10:40,291 --> 00:10:43,033
-[Steel]
Well, that's peculiar.
-What?
210
00:10:46,080 --> 00:10:48,256
It's going to take a lot
more than that to stop me.
211
00:10:49,126 --> 00:10:50,824
[crashes and grunts]
212
00:10:50,911 --> 00:10:53,522
[people scream]
213
00:10:53,609 --> 00:10:55,045
[Max] I'll give Dredd this much,
214
00:10:55,132 --> 00:10:57,091
his new palooka
can take a punch.
215
00:10:57,178 --> 00:10:59,702
[Steel]
Yeah, but not
so great at giving one.
216
00:11:00,921 --> 00:11:02,792
[Morphos shouts and crashes]
217
00:11:09,016 --> 00:11:11,192
[growls]
218
00:11:13,716 --> 00:11:15,065
[Morphos shouts]
219
00:11:15,152 --> 00:11:17,241
What in the...
220
00:11:17,328 --> 00:11:20,114
Do yourself a favor,
Frankenstitches, give it up.
221
00:11:25,336 --> 00:11:26,598
[Morphos splashes]
222
00:11:32,953 --> 00:11:35,825
There there,
come to Uncle Naught.
223
00:11:39,481 --> 00:11:41,396
I guess he's gone.
224
00:11:41,483 --> 00:11:43,615
[Steel]
Long gone if he
knows what's good for him.
225
00:11:47,402 --> 00:11:50,013
[upbeat music]
226
00:11:51,972 --> 00:11:54,931
[Robotic Voice]
Welcome
to N-tek, Max Steel.
227
00:11:58,761 --> 00:12:02,460
-Guys, Dredd is back.
-That's not good.
228
00:12:02,547 --> 00:12:05,202
We just finished tangoing
with his latest gorilla.
229
00:12:05,289 --> 00:12:06,638
[Steel burps]
230
00:12:06,726 --> 00:12:08,292
-Ooh, pardon me.
-What's with him?
231
00:12:08,379 --> 00:12:10,947
Dredd sent us a message
by hacking into Steel.
232
00:12:11,034 --> 00:12:12,732
I'm still running
a repair program
233
00:12:12,819 --> 00:12:14,255
on my communication relay.
234
00:12:14,342 --> 00:12:16,039
Wait, don't!
235
00:12:16,126 --> 00:12:18,563
Dredd may have left us a
trail of code to follow.
236
00:12:18,650 --> 00:12:20,304
[Steel shouts]
237
00:12:20,391 --> 00:12:22,045
Hey, watch where you're
sticking that, bro.
238
00:12:22,132 --> 00:12:23,917
I should be able to triangulate
the transmission source
239
00:12:24,004 --> 00:12:25,745
and get a lock on his location.
240
00:12:25,832 --> 00:12:28,225
Then we take them down
like a foot-long hoagie.
241
00:12:30,706 --> 00:12:34,449
Max, Steel, this uh,
gorilla you took on.
242
00:12:34,536 --> 00:12:35,798
Anything to worry about?
243
00:12:35,885 --> 00:12:37,582
I don't think so, Uncle Ferrus.
244
00:12:37,669 --> 00:12:39,802
It was kind of
amateur hour with him.
245
00:12:39,889 --> 00:12:41,412
More like amateur minute.
246
00:12:41,499 --> 00:12:43,284
We took him down quick.
247
00:12:43,371 --> 00:12:44,807
Speaking of quick.
248
00:12:44,894 --> 00:12:46,722
[Agent] Just got
a lock on Dredd.
249
00:12:46,809 --> 00:12:48,768
N-Tek, let's roll out.
250
00:12:53,033 --> 00:12:55,122
Max Steel and N-Tek.
251
00:12:55,209 --> 00:12:57,254
Back in action.
252
00:13:01,302 --> 00:13:04,087
[Steel]
Their signal
is coming from inside.
253
00:13:04,174 --> 00:13:05,959
Let's check it out.
254
00:13:06,046 --> 00:13:08,657
[Ferrus]
Be careful,
we'll be right behind you.
255
00:13:08,744 --> 00:13:09,789
[metal crashes]
256
00:13:09,876 --> 00:13:11,747
Games up, Dredd.
257
00:13:15,664 --> 00:13:16,796
Hmm.
258
00:13:19,668 --> 00:13:23,411
[dramatic music]
259
00:13:23,498 --> 00:13:27,458
[Steel]
Say, you don't think
this is a trap, do you?
260
00:13:27,545 --> 00:13:30,766
[doors slam shut]
261
00:13:30,853 --> 00:13:32,246
Nevermind.
262
00:13:32,333 --> 00:13:33,290
[Ferrus knocks on entrance]
263
00:13:33,377 --> 00:13:35,118
Max, Max?
264
00:13:35,205 --> 00:13:38,774
Sorry Commander, it's
a sold out performance.
265
00:13:39,601 --> 00:13:41,037
Naught?
266
00:13:41,124 --> 00:13:42,909
And you don't seem
to have a ticket.
267
00:13:44,171 --> 00:13:45,607
Quick, cover.
268
00:13:47,391 --> 00:13:49,524
I don't like the looks of this.
269
00:13:49,611 --> 00:13:50,917
I actually kinda like it.
270
00:13:51,004 --> 00:13:52,788
It's nice and quiet.
271
00:13:52,875 --> 00:13:54,746
[bell rings]
272
00:13:54,834 --> 00:13:57,010
Ladies and ultra links,
273
00:13:57,097 --> 00:13:59,447
welcome to the fight
of a century.
274
00:13:59,534 --> 00:14:03,059
In the blue corner wearing
the turbo energy trunks,
275
00:14:03,886 --> 00:14:06,454
Max Steel.
276
00:14:06,541 --> 00:14:08,499
[Steel]
Well,
it's finally happened.
277
00:14:08,586 --> 00:14:09,936
Dredd's lost his mind.
278
00:14:10,023 --> 00:14:11,676
And in the red corner,
279
00:14:11,763 --> 00:14:15,028
wearing many different stitched
together monster parts,
280
00:14:15,115 --> 00:14:18,640
and with an undefeated
record,
281
00:14:18,727 --> 00:14:21,208
Morphos!
282
00:14:21,295 --> 00:14:24,254
[Morphos screams]
283
00:14:24,341 --> 00:14:25,777
Undefeated record?
284
00:14:25,865 --> 00:14:27,736
We mopped the floor
with that freak.
285
00:14:27,823 --> 00:14:29,825
[Steel]
He's like the world's
ugliest punching bag.
286
00:14:29,912 --> 00:14:32,567
You actually believe you
won your last encounter
287
00:14:32,654 --> 00:14:35,048
with Morphos, but in fact,
288
00:14:35,135 --> 00:14:37,398
you lost.
289
00:14:37,485 --> 00:14:40,357
Morphos wasn't
there to beat you.
290
00:14:40,444 --> 00:14:43,317
I was there to steal from you.
291
00:14:49,323 --> 00:14:51,412
Hey, he stole
our strength mode.
292
00:14:51,499 --> 00:14:55,895
They say imitation is the
sincerest form of flattery.
293
00:14:55,982 --> 00:15:00,900
I say it's the surest
way to spell your doom.
294
00:15:03,163 --> 00:15:05,121
[Morphos growls]
295
00:15:06,514 --> 00:15:07,602
[both] Uh-oh.
296
00:15:10,213 --> 00:15:12,476
Go Turbo, strength!
297
00:15:25,054 --> 00:15:26,577
[Max crashes and groans]
298
00:15:34,237 --> 00:15:35,847
[Max screams]
299
00:15:37,588 --> 00:15:38,807
How's it going?
300
00:15:38,894 --> 00:15:39,851
Not so good, you?
301
00:15:39,939 --> 00:15:41,375
Could be better.
302
00:15:43,333 --> 00:15:45,335
[Morphos growls]
303
00:15:48,164 --> 00:15:49,992
[Max crashes and groans]
304
00:15:50,079 --> 00:15:51,776
He's cleaning our clock.
305
00:15:51,863 --> 00:15:54,518
[Steel]
Yeah, and
with our own powers.
306
00:15:54,605 --> 00:15:56,956
[crashes]
307
00:15:57,782 --> 00:15:58,914
Ow.
308
00:16:01,308 --> 00:16:02,962
[Max screams]
309
00:16:06,966 --> 00:16:09,664
[Max shouts]
310
00:16:11,013 --> 00:16:14,756
[Morphos growls]
311
00:16:14,843 --> 00:16:19,935
-Uh, that was horrendous.
-You're telling me.
312
00:16:20,022 --> 00:16:22,111
Let's take this to
the high ground.
313
00:16:22,198 --> 00:16:24,592
Go Turbo, flight!
314
00:16:26,898 --> 00:16:29,336
[Max groans]
315
00:16:36,604 --> 00:16:37,735
What have you?
316
00:16:37,822 --> 00:16:39,085
Get off.
317
00:16:39,172 --> 00:16:41,391
[Morphos screams]
318
00:16:44,177 --> 00:16:45,830
Time to fly.
319
00:16:50,922 --> 00:16:53,099
[Morphos shouts]
320
00:16:54,839 --> 00:16:57,364
[Steel]
Captain Copycat's
right on our tail.
321
00:16:57,451 --> 00:17:01,411
You've given me yet
another gift, Max Steel.
322
00:17:01,498 --> 00:17:03,239
The power of flight.
323
00:17:03,326 --> 00:17:05,763
[Steel]
Note to self,
no more modes.
324
00:17:05,850 --> 00:17:07,635
How is he doing this?
325
00:17:14,859 --> 00:17:15,860
[machine beeps]
326
00:17:15,947 --> 00:17:19,125
Ow. This is Berto, speak.
327
00:17:19,212 --> 00:17:21,779
Berto, we have a
situation over here.
328
00:17:21,866 --> 00:17:23,477
What kind of situation?
329
00:17:23,564 --> 00:17:25,218
[Steel]
We're engaged in
battle with a creature
330
00:17:25,305 --> 00:17:27,263
who seems to be able to
replicate our abilities.
331
00:17:27,350 --> 00:17:28,830
We need to know
what this thing is,
332
00:17:28,917 --> 00:17:30,832
and how it's doing
what it's doing.
333
00:17:30,919 --> 00:17:32,138
[Roberto] Send me
a complete scan
334
00:17:32,225 --> 00:17:34,096
and I'll download
it for analysis.
335
00:17:34,183 --> 00:17:36,316
But scale of one to ten,
how bad is this guy?
336
00:17:36,403 --> 00:17:38,622
So bad I just
downloaded in my pants.
337
00:17:39,536 --> 00:17:41,582
Ew.
338
00:17:41,669 --> 00:17:44,454
[dramatic music]
339
00:17:46,630 --> 00:17:47,936
[Steel]
He's gaining!
340
00:17:48,023 --> 00:17:50,808
[dramatic music]
341
00:17:53,376 --> 00:17:55,552
Max, we're pulling away.
342
00:17:58,773 --> 00:18:00,731
[Morphos chuckles]
343
00:18:03,560 --> 00:18:05,258
I think we lost him.
344
00:18:05,345 --> 00:18:07,086
[Steel]
Uh, Max?
345
00:18:10,045 --> 00:18:11,960
[Max crashes]
346
00:18:12,961 --> 00:18:14,180
More.
347
00:18:15,659 --> 00:18:17,922
[Max shouts]
348
00:18:24,277 --> 00:18:27,454
I want more of these
forms you take.
349
00:18:32,894 --> 00:18:35,114
[robots crash]
350
00:18:37,159 --> 00:18:39,770
Don't you get tired
of losing, Naught?
351
00:18:39,857 --> 00:18:42,338
On the contrary,
I'm looking forward
352
00:18:42,425 --> 00:18:45,472
to a little N-Tek hospitality.
353
00:18:45,559 --> 00:18:47,517
[Naught chuckles]
354
00:18:47,604 --> 00:18:49,693
[Morphos growls]
355
00:18:53,697 --> 00:18:56,265
Steel, we got to think
of something and fast.
356
00:18:56,352 --> 00:18:58,093
[Steel]
Let's try
Turbo Canon Mode.
357
00:18:58,180 --> 00:19:00,182
No, he'll just copy it.
358
00:19:00,269 --> 00:19:03,794
Um, maybe he's vulnerable
to pure turbo energy?
359
00:19:03,881 --> 00:19:05,187
Here's hoping.
360
00:19:06,884 --> 00:19:09,191
[Morphos growls]
361
00:19:09,278 --> 00:19:11,367
[Steel]
It's working.
362
00:19:14,457 --> 00:19:15,632
It's not working.
363
00:19:19,245 --> 00:19:21,943
[Max groans]
364
00:19:23,074 --> 00:19:24,685
Max, I think I...
365
00:19:24,772 --> 00:19:26,861
[Dredd]
Now do you
realize, Max Steel,
366
00:19:26,948 --> 00:19:31,605
the majesty of what I've
created, the perfect organism.
367
00:19:31,692 --> 00:19:34,738
It does not eat,
it does not sleep,
368
00:19:34,825 --> 00:19:37,828
and it cannot be stopped.
369
00:19:37,915 --> 00:19:40,004
[Max screams]
370
00:19:40,091 --> 00:19:44,183
[Max crashes]
371
00:19:44,270 --> 00:19:46,924
[Steel]
Max get up,
you're losing consciousness.
372
00:19:47,011 --> 00:19:49,188
This is our final battle,
373
00:19:49,275 --> 00:19:52,582
in which I destroy
everything you care about.
374
00:19:52,669 --> 00:19:54,323
No, no.
375
00:19:54,410 --> 00:19:57,631
And the sweetest blow of all,
376
00:19:57,718 --> 00:20:01,417
I would use your
own power to do it.
377
00:20:01,504 --> 00:20:03,202
[Steel]
Max, Max?
378
00:20:03,289 --> 00:20:04,899
When I am done,
379
00:20:04,986 --> 00:20:07,858
I will destroy you,
once and for all.
380
00:20:09,164 --> 00:20:11,993
[Dredd chuckles]
381
00:20:16,998 --> 00:20:19,522
[Max crashes]
382
00:20:24,571 --> 00:20:26,964
You have done well, Morphos.
383
00:20:27,051 --> 00:20:30,925
I am glad my actions
please you, father.
384
00:20:31,012 --> 00:20:34,233
You have only
begun to please me.
385
00:20:34,320 --> 00:20:37,801
And after we have
destroyed Max Steel,
386
00:20:37,888 --> 00:20:41,718
what then, what purpose
have I beyond your revenge?
387
00:20:41,805 --> 00:20:47,028
[laughs] You just have
to wait and see, Morphos.
388
00:20:47,115 --> 00:20:50,988
You just have to wait and see.
389
00:20:51,075 --> 00:20:53,904
[dramatic music]
390
00:21:12,445 --> 00:21:15,230
That thing Max was fighting,
what was it?
391
00:21:15,317 --> 00:21:17,928
Max and Steel sent me a
complete scan of the creature.
392
00:21:18,015 --> 00:21:20,670
It's like nothing
we've ever faced before.
393
00:21:20,757 --> 00:21:22,585
Techno organic stitches,
394
00:21:22,672 --> 00:21:25,284
an amalgam of different body
parts, different abilities.
395
00:21:25,371 --> 00:21:28,809
Seems to possess the primary
power of reactive adaptation.
396
00:21:28,896 --> 00:21:30,550
Reactive adaptation?
397
00:21:30,637 --> 00:21:32,160
Its body has the ability
398
00:21:32,247 --> 00:21:34,597
to instantaneously
replicate the powers
399
00:21:34,684 --> 00:21:36,904
of whatever threat it
is fighting against.
400
00:21:36,991 --> 00:21:38,340
So you'd never be
able to fight it
401
00:21:38,427 --> 00:21:39,950
the same way twice.
402
00:21:40,037 --> 00:21:42,301
It'd be able to use your
own powers against you.
403
00:21:42,388 --> 00:21:44,738
It's virtually
indestructible, it's...
404
00:21:44,825 --> 00:21:48,002
It's called Project Morphos.
405
00:21:48,089 --> 00:21:49,960
It was a doomsday
weapon to be used
406
00:21:50,047 --> 00:21:52,093
when there was no other
options left to us.
407
00:21:52,180 --> 00:21:55,009
It was N-Tek's last
desperate measure.
408
00:21:55,096 --> 00:21:57,881
It was never supposed
to be activated.
409
00:21:57,968 --> 00:22:00,275
And Max is out there fighting
that thing on his own.
410
00:22:00,362 --> 00:22:02,799
[sighs] Curse you Dredd,
411
00:22:02,886 --> 00:22:04,888
what have you done?
412
00:22:10,590 --> 00:22:13,375
[Woman]
Welcome to
N-Tek, Max Steel.
413
00:22:14,811 --> 00:22:16,073
What is it, Berto?
414
00:22:16,160 --> 00:22:17,771
It's Max, he's here.
415
00:22:17,858 --> 00:22:20,382
Just screened in an N-Tek
security checkpoint.
416
00:22:20,469 --> 00:22:21,862
Well, that's a relief.
417
00:22:25,431 --> 00:22:28,347
[alarm sounds]
418
00:22:29,217 --> 00:22:30,784
Mother of Mars.
419
00:22:33,090 --> 00:22:35,528
[Morphos growls]
420
00:22:44,188 --> 00:22:46,843
Uh, tech and organic
functions initiated.
421
00:22:46,930 --> 00:22:48,628
Cognitive systems online.
422
00:22:48,715 --> 00:22:50,891
Fear sensors, freaking out.
423
00:22:50,978 --> 00:22:52,414
Max, you awake?
424
00:22:52,501 --> 00:22:54,024
Max, where are we?
425
00:22:54,111 --> 00:22:55,852
Max, wakey wakey.
426
00:22:55,939 --> 00:22:57,201
-Ow.
-Get up.
427
00:22:57,288 --> 00:22:58,812
[Steel zaps Max]
428
00:22:58,899 --> 00:23:00,204
This is no time
to be unconscious.
429
00:23:00,291 --> 00:23:02,076
I am not unconscious.
430
00:23:02,163 --> 00:23:03,773
[Max zaps Steel]
431
00:23:03,860 --> 00:23:05,819
Huh, so that's what
that feels like.
432
00:23:05,906 --> 00:23:07,690
Where are we?
433
00:23:07,777 --> 00:23:09,388
Don't know, some
kind of interferes
434
00:23:09,475 --> 00:23:11,302
are blocking my
positioning signal.
435
00:23:11,390 --> 00:23:13,870
Good news is I'm not
reading any other lifeforms.
436
00:23:13,957 --> 00:23:15,263
[distant bang]
437
00:23:15,350 --> 00:23:17,047
Then what do you call that?
438
00:23:19,485 --> 00:23:22,009
[dramatic music]
439
00:23:22,096 --> 00:23:23,140
Get ready.
440
00:23:24,751 --> 00:23:27,057
-Go...
-I wouldn't go turbo in here.
441
00:23:27,144 --> 00:23:28,885
I don't think the
roof can take it.
442
00:23:28,972 --> 00:23:29,930
Dad?
443
00:23:30,017 --> 00:23:30,974
Jim?
444
00:23:31,061 --> 00:23:32,672
What is this place?
445
00:23:32,759 --> 00:23:35,022
Right now, as far as
you two are concerned,
446
00:23:35,109 --> 00:23:36,415
it's a medical bay.
447
00:23:36,502 --> 00:23:37,807
Back on the table.
448
00:23:41,855 --> 00:23:44,292
When I found you,
you were in bad shape.
449
00:23:44,379 --> 00:23:46,337
Dad, Miles Dredd is back.
450
00:23:46,425 --> 00:23:48,296
And he's not alone.
451
00:23:48,383 --> 00:23:50,820
He's created a monster, Morphos.
452
00:23:51,647 --> 00:23:52,779
Morphos.
453
00:23:52,866 --> 00:23:54,302
He can copy our modes.
454
00:23:54,389 --> 00:23:56,522
And use your own
powers against you.
455
00:23:56,609 --> 00:23:58,437
You know this thing?
456
00:23:58,524 --> 00:24:02,832
Worse than that, I helped
conceive it in this very ship.
457
00:24:02,919 --> 00:24:04,443
Ship?
458
00:24:04,530 --> 00:24:06,662
You know that I come
from another world,
459
00:24:06,749 --> 00:24:08,011
the Planet Tachyon.
460
00:24:09,273 --> 00:24:11,058
We are sitting
inside the spaceship
461
00:24:11,145 --> 00:24:13,974
that first brought me to Earth.
462
00:24:14,061 --> 00:24:16,759
It was here on Earth
where I met Forge,
463
00:24:16,846 --> 00:24:19,719
Miles Dredd, and your mother.
464
00:24:19,806 --> 00:24:21,590
Together, we founded N-Tek.
465
00:24:22,896 --> 00:24:24,245
But this was also the place
466
00:24:24,332 --> 00:24:27,204
where we developed
Project Morphos.
467
00:24:27,291 --> 00:24:29,380
The intergalactic
conqueror known as Makino
468
00:24:29,468 --> 00:24:31,470
was coming to invade the Earth.
469
00:24:31,557 --> 00:24:33,994
We designed Morphos
to destroy Makino
470
00:24:34,081 --> 00:24:36,083
in the event that we all failed.
471
00:24:36,170 --> 00:24:37,954
A way to save the
rest of the universe,
472
00:24:38,041 --> 00:24:40,783
even if we couldn't
save the Earth.
473
00:24:40,870 --> 00:24:44,961
There was just one problem,
Morphos was too powerful.
474
00:24:45,048 --> 00:24:46,572
If he destroyed Makino,
475
00:24:46,659 --> 00:24:48,791
there was no guarantee
he would stop there.
476
00:24:48,878 --> 00:24:51,620
Morphos could well become
an even greater threat
477
00:24:51,707 --> 00:24:54,188
to the universe than
Makino ever was.
478
00:24:55,232 --> 00:24:56,930
What were you guys thinking?
479
00:24:57,017 --> 00:24:59,019
Ultimately, fortunately
I decided not
480
00:24:59,106 --> 00:25:01,674
to go through with it.
It was too dangerous.
481
00:25:01,761 --> 00:25:03,850
Yeah, just ask my butt sensor,
482
00:25:03,937 --> 00:25:06,896
Morphos kicked it, repeatedly.
483
00:25:06,983 --> 00:25:09,812
Never thought Dredd was
crazy enough to do it.
484
00:25:09,899 --> 00:25:11,597
Oh, he's crazy enough.
485
00:25:11,684 --> 00:25:15,035
We've got to find a way
to stop him, stop Morphos.
486
00:25:15,122 --> 00:25:17,733
And the answers we need
are here in this ship,
487
00:25:17,820 --> 00:25:19,866
in the original N-Tek database.
488
00:25:19,953 --> 00:25:22,303
We just have to find them
before it's too late.
489
00:25:26,742 --> 00:25:30,050
[Morphos growls]
490
00:25:30,137 --> 00:25:33,314
[agents crash and groan]
491
00:25:33,401 --> 00:25:35,142
[Ferrus shouts]
492
00:25:36,143 --> 00:25:38,537
[guns fire]
493
00:25:38,624 --> 00:25:41,017
[Morphos crashes and growls]
494
00:25:44,412 --> 00:25:46,980
[cameras explode]
495
00:25:47,067 --> 00:25:49,286
[System Voice]
Attention, prison
496
00:25:49,373 --> 00:25:51,027
sector has been breached.
497
00:25:51,114 --> 00:25:53,160
I don't understand it,
how did he find us?
498
00:25:54,422 --> 00:25:57,033
[Morphos grunts]
499
00:25:57,120 --> 00:25:59,079
[cell crashes]
500
00:25:59,166 --> 00:26:00,123
[Naught coughs]
501
00:26:00,210 --> 00:26:01,951
What took you so long?
502
00:26:02,038 --> 00:26:05,041
My transponder beamed out
my coordinates hours ago.
503
00:26:05,128 --> 00:26:06,303
Naught.
504
00:26:09,916 --> 00:26:12,222
Nevermind, carry on.
505
00:26:14,573 --> 00:26:15,878
Come on!
506
00:26:17,967 --> 00:26:19,752
[gun blasts]
507
00:26:23,320 --> 00:26:25,105
[Morphos growls]
508
00:26:25,192 --> 00:26:26,759
Oh no.
509
00:26:29,196 --> 00:26:31,546
C.Y.T.R.O, meet Morphos.
510
00:26:31,633 --> 00:26:33,548
Morphos, meet C.Y.T.R.O.
511
00:26:33,635 --> 00:26:35,115
[C.Y.T.R.O blasts]
512
00:26:35,202 --> 00:26:37,073
How's that for a handshake?
513
00:26:37,160 --> 00:26:39,859
You sure this is
a good idea, Berto?
514
00:26:39,946 --> 00:26:42,339
Morphos can copy
whatever comes his way.
515
00:26:42,426 --> 00:26:44,167
He does it with these stitches,
516
00:26:44,254 --> 00:26:46,909
That's why I amped up
C.Y.T.R.O's defector shield.
517
00:26:46,996 --> 00:26:49,346
Morphos shouldn't be
able to chomp through it.
518
00:26:51,087 --> 00:26:52,959
[Morphos bangs C.Y.T.R.O]
519
00:27:01,358 --> 00:27:03,360
Uh-oh, shield's going down.
520
00:27:03,447 --> 00:27:06,668
[dramatic music]
521
00:27:16,983 --> 00:27:20,116
Good thing I just upgraded
C.Y.T.R.O's blasters.
522
00:27:23,642 --> 00:27:26,122
[Morphos blasts]
523
00:27:26,209 --> 00:27:27,689
You were right, boss.
524
00:27:27,776 --> 00:27:29,212
He is unstoppable.
525
00:27:29,299 --> 00:27:30,692
Well, at least there's
one good thing.
526
00:27:30,779 --> 00:27:32,172
What's that?
527
00:27:32,259 --> 00:27:34,174
Things can't possibly
get any worse.
528
00:27:35,610 --> 00:27:37,699
[robots blast]
529
00:27:37,786 --> 00:27:39,832
[Dredd laughs]
530
00:27:39,919 --> 00:27:42,051
Are we having fun yet?
531
00:27:43,183 --> 00:27:46,055
[upbeat music]
532
00:27:51,365 --> 00:27:53,628
I can't get through to N-Tek.
533
00:27:53,715 --> 00:27:56,326
-Same here, nothing.
-Come with me.
534
00:27:58,894 --> 00:28:00,983
I came here because this
ship contains enough power
535
00:28:01,070 --> 00:28:03,594
to protect the earth
from great calamity.
536
00:28:03,682 --> 00:28:06,206
I'd say Morphos qualifies.
537
00:28:06,293 --> 00:28:08,904
N-Tek originally
designed Morphos to adapt
538
00:28:08,991 --> 00:28:10,906
to whatever powers
we used against him.
539
00:28:10,993 --> 00:28:12,908
You guys do good work.
540
00:28:12,995 --> 00:28:15,737
But Morphos may have
a flaw we can exploit.
541
00:28:15,824 --> 00:28:17,173
His uncouth table manners?
542
00:28:17,260 --> 00:28:18,958
-No.
-His monstrous foot odor?
543
00:28:19,045 --> 00:28:21,003
-Nope.
-He eats his own boogers?
544
00:28:21,090 --> 00:28:23,789
Even better, Morphos
can only adapt
545
00:28:23,876 --> 00:28:25,486
to one power at a time.
546
00:28:25,573 --> 00:28:27,793
And that helps us how?
547
00:28:27,880 --> 00:28:29,098
You and Steel must manifest
548
00:28:29,185 --> 00:28:31,492
more than one mode at a time.
549
00:28:31,579 --> 00:28:33,973
Wait, that's not possible.
550
00:28:34,060 --> 00:28:37,280
You have only begun to
understand what's possible.
551
00:28:46,072 --> 00:28:49,336
-Whoa.
-Whoa, quoted for truth.
552
00:28:52,295 --> 00:28:53,340
What's happening to us.
553
00:28:53,427 --> 00:28:56,822
I feel great.
554
00:28:56,909 --> 00:28:59,868
The energy in this chamber
was responding to you both.
555
00:29:01,391 --> 00:29:02,871
So much power.
556
00:29:03,916 --> 00:29:05,700
Power sure, but what's power
557
00:29:05,787 --> 00:29:07,441
if it's not put to some purpose.
558
00:29:07,528 --> 00:29:09,791
Like impressing the ladies?
559
00:29:09,878 --> 00:29:11,401
Like saving the world.
560
00:29:17,712 --> 00:29:21,237
Well, well, well,
the gang's all here.
561
00:29:21,324 --> 00:29:24,284
Forge, my old friend.
562
00:29:24,371 --> 00:29:26,939
It's been too long.
563
00:29:27,026 --> 00:29:29,289
Not long enough, Miles.
564
00:29:29,376 --> 00:29:32,205
So, how'd you like my boy here?
565
00:29:32,292 --> 00:29:34,076
How could you have
gone through with this?
566
00:29:34,163 --> 00:29:36,557
Morphos means the
end of everything.
567
00:29:36,644 --> 00:29:39,386
It means the end of you too.
568
00:29:39,473 --> 00:29:41,605
Not the end of me,
569
00:29:41,692 --> 00:29:44,913
but most certainly
the end of you.
570
00:29:45,000 --> 00:29:48,395
The end of Molly McGrath,
and the end of N-Tek.
571
00:29:48,482 --> 00:29:51,964
And after that,
then what, father?
572
00:29:52,051 --> 00:29:55,228
You promised me
answers, purpose.
573
00:29:55,315 --> 00:29:59,623
I promised you answers once
my revenge is complete.
574
00:29:59,710 --> 00:30:02,278
I would have my answers now.
575
00:30:02,365 --> 00:30:04,846
You dare question me?
576
00:30:04,933 --> 00:30:06,674
Uh.
577
00:30:06,761 --> 00:30:09,242
The energy in this chamber
is responding to you.
578
00:30:09,329 --> 00:30:11,810
Sensing the bond
you and Steel share.
579
00:30:11,897 --> 00:30:13,812
This energy can
strengthen your bond,
580
00:30:13,899 --> 00:30:16,902
unlocking even greater
powers within you.
581
00:30:16,989 --> 00:30:18,904
Enough power to defeat Morphos?
582
00:30:18,991 --> 00:30:21,515
Enough power to
master the universe.
583
00:30:21,602 --> 00:30:24,039
But let's start with
defeating Morphos.
584
00:30:25,998 --> 00:30:28,827
[dramatic music]
585
00:30:32,395 --> 00:30:34,702
Step onto the alter.
586
00:30:34,789 --> 00:30:39,054
[Steel]
Hey, any side
effects to this procedure?
587
00:30:39,141 --> 00:30:41,448
I don't know,
never done it before.
588
00:30:41,535 --> 00:30:42,666
Wait, what?
589
00:30:42,753 --> 00:30:44,103
We're all searching for the key
590
00:30:44,190 --> 00:30:46,583
that will unlock
our greatest power.
591
00:30:46,670 --> 00:30:49,021
Your bond is your key.
592
00:30:50,544 --> 00:30:53,329
[dramatic music]
593
00:31:01,947 --> 00:31:03,209
Go Turbo!
594
00:31:06,038 --> 00:31:07,822
We've conquered N-Tek.
595
00:31:07,909 --> 00:31:10,781
With their resources we
can take over the world.
596
00:31:10,869 --> 00:31:14,176
Why waste time
with petty revenge?
597
00:31:14,263 --> 00:31:18,180
My petty revenge is the
only reason you exist.
598
00:31:18,267 --> 00:31:22,228
But I am capable
of so much more.
599
00:31:25,927 --> 00:31:28,887
You did create him
using your own DNA.
600
00:31:28,974 --> 00:31:31,759
So I think we know where he
gets his stubborn, sir...
601
00:31:31,846 --> 00:31:33,108
[grunts]
602
00:31:33,195 --> 00:31:35,154
Thank you kindly.
603
00:31:35,241 --> 00:31:37,939
You used your own
DNA to create him?
604
00:31:38,026 --> 00:31:41,160
You shouldn't have
signed your work, Dredd.
605
00:31:41,247 --> 00:31:43,989
[Morphos growls]
606
00:31:44,076 --> 00:31:46,905
I made you, I can destroy you.
607
00:31:48,254 --> 00:31:50,299
Nothing can destroy me.
608
00:31:51,866 --> 00:31:54,216
I hate it when family fights.
609
00:31:55,130 --> 00:31:57,350
Back, you insolent beast.
610
00:31:57,437 --> 00:32:00,266
[Dredd fires]
611
00:32:00,353 --> 00:32:02,616
Beast, I am just like you.
612
00:32:13,192 --> 00:32:14,976
[Morphos laughs]
613
00:32:15,063 --> 00:32:17,065
As you can see.
614
00:32:17,152 --> 00:32:20,677
[Dredd shouts and groans]
615
00:32:29,730 --> 00:32:33,516
How fitting, done in
by your own creation.
616
00:32:35,344 --> 00:32:36,998
By your own hand.
617
00:32:41,002 --> 00:32:44,745
Done in when I hold
the answers you seek?
618
00:32:44,832 --> 00:32:47,052
When I hold the final piece
619
00:32:47,139 --> 00:32:48,923
to the puzzle that is you?
620
00:32:49,010 --> 00:32:51,752
The piece that will
finally complete you.
621
00:32:53,449 --> 00:32:55,451
Finish what we started together,
622
00:32:55,538 --> 00:32:58,280
exact my revenge on Max Steel,
623
00:32:58,367 --> 00:33:01,283
and I will give you the
answers that you seek.
624
00:33:05,287 --> 00:33:10,118
So be it, what would
you have me do next?
625
00:33:10,205 --> 00:33:13,426
Mr. Naught, have you
located our next target?
626
00:33:13,513 --> 00:33:17,125
I've accessed the
N-Tek personnel files,
627
00:33:17,212 --> 00:33:19,475
I have her home address.
628
00:33:19,562 --> 00:33:24,263
Excellent, bring me the
head of Molly McGrath.
629
00:33:24,350 --> 00:33:26,482
[Dredd laughs]
630
00:33:29,485 --> 00:33:31,052
[knock on door]
631
00:33:31,139 --> 00:33:33,272
Oh, hi Sydney, how are you?
632
00:33:33,359 --> 00:33:35,013
Max isn't home at the moment.
633
00:33:35,100 --> 00:33:38,581
Actually, I wanted to talk
to you if that's okay?
634
00:33:38,668 --> 00:33:41,062
Oh, um sure, come on in.
635
00:33:45,284 --> 00:33:48,156
Can I get you
something to drink?
636
00:33:48,243 --> 00:33:49,288
Water would be great.
637
00:33:55,685 --> 00:33:58,645
Mrs. McGrath, have you
noticed anything weird
638
00:33:58,732 --> 00:34:00,125
about Max lately?
639
00:34:00,212 --> 00:34:04,303
Weird, no, not that
I can think of.
640
00:34:04,390 --> 00:34:06,087
What do you mean exactly?
641
00:34:06,174 --> 00:34:09,830
Well, have you noticed how
he's always running off?
642
00:34:09,917 --> 00:34:11,397
Well, he is an active...
643
00:34:11,484 --> 00:34:12,833
I mean, one minute
we're sitting together
644
00:34:12,920 --> 00:34:14,226
talking about going
to the movies.
645
00:34:14,313 --> 00:34:15,792
Well, that doesn't
sound so weird.
646
00:34:15,879 --> 00:34:17,577
And then bam,
he says he has to give
647
00:34:17,664 --> 00:34:20,710
his Grandma Tootsie a bubble
tea bath and runs off.
648
00:34:20,797 --> 00:34:24,758
Well, grandma Tootsy does
enjoy her bubble tea baths.
649
00:34:24,845 --> 00:34:27,630
And he's always talking
to himself, always.
650
00:34:27,717 --> 00:34:30,764
Oh, all of us McGrath's do that.
651
00:34:30,851 --> 00:34:31,939
Wouldn't you agree, Molly?
652
00:34:32,026 --> 00:34:33,810
Why yes, I sure would, Molly.
653
00:34:33,897 --> 00:34:35,769
No offense, Mrs. McGrath,
654
00:34:35,856 --> 00:34:38,424
but something strange
is going on around here.
655
00:34:38,511 --> 00:34:40,643
I guess what I'm
trying to say is,
656
00:34:40,730 --> 00:34:43,124
I believe your son
Max is actually...
657
00:34:43,211 --> 00:34:47,259
Sydney, I assure you,
there is absolutely nothing
658
00:34:47,346 --> 00:34:50,349
out of the ordinary
about Max or this family.
659
00:34:53,003 --> 00:34:55,005
[Molly gasps]
660
00:34:55,093 --> 00:34:57,095
[glass shatters]
661
00:34:57,182 --> 00:35:00,707
Molly McGrath, today
is judgment day.
662
00:35:02,056 --> 00:35:03,188
You were saying?
663
00:35:03,275 --> 00:35:05,364
No, Project Morphos.
664
00:35:06,495 --> 00:35:09,542
[Morphos growls]
665
00:35:10,586 --> 00:35:13,328
[dramatic music]
666
00:35:15,461 --> 00:35:17,724
Huh, Pilates.
667
00:35:17,811 --> 00:35:21,467
There is nothing I need to
take from you except your life.
668
00:35:21,554 --> 00:35:22,337
[Morphos blasts]
669
00:35:22,424 --> 00:35:23,425
[Molly screams]
670
00:35:23,512 --> 00:35:24,687
No!
671
00:35:28,778 --> 00:35:30,911
Excellent.
672
00:35:31,738 --> 00:35:33,957
Thanks, Max Steel.
673
00:35:34,044 --> 00:35:36,960
Hey Stitching Stein,
your daddy called.
674
00:35:37,047 --> 00:35:38,571
He wants his arms back.
675
00:35:41,704 --> 00:35:44,316
I can sense you're more
powerful than before.
676
00:35:45,317 --> 00:35:48,668
But it will fail you not.
677
00:35:49,582 --> 00:35:51,366
[Max crashes]
678
00:35:51,453 --> 00:35:53,063
Why don't you change
into a new mode,
679
00:35:53,151 --> 00:35:55,762
so I can use it against you.
680
00:35:55,849 --> 00:35:57,546
Wait, are those
C.Y.T.R.O's arms?
681
00:35:57,633 --> 00:35:59,157
[Morphos fires]
682
00:35:59,244 --> 00:36:00,636
[Steel]
Yep.
683
00:36:05,511 --> 00:36:07,165
Max, look out.
684
00:36:07,948 --> 00:36:10,733
[Morphos growls]
685
00:36:11,908 --> 00:36:13,388
With your destruction,
686
00:36:13,475 --> 00:36:15,303
father will give me
the answers I seek.
687
00:36:17,305 --> 00:36:19,742
[Max screams]
688
00:36:19,829 --> 00:36:22,876
I thought we were supposed to...
689
00:36:22,963 --> 00:36:24,617
Supposed to be stronger.
690
00:36:25,531 --> 00:36:27,750
[Max crashes and groans]
691
00:36:30,492 --> 00:36:32,625
[Steel]
System failure
in seven seconds.
692
00:36:33,582 --> 00:36:35,541
We, we failed.
693
00:36:35,628 --> 00:36:37,369
[Morphos growls]
694
00:36:37,456 --> 00:36:38,848
[Steel]
Max?
695
00:36:44,332 --> 00:36:46,595
Whoa, where are we?
696
00:36:46,682 --> 00:36:49,424
I think we're in your head.
697
00:36:49,511 --> 00:36:51,861
Wait, then what are
you doing in here?
698
00:36:51,948 --> 00:36:55,038
I think we're in our head.
699
00:36:55,125 --> 00:36:57,171
Are we dead?
700
00:36:57,258 --> 00:37:00,087
Well, if we are,
at least we're together.
701
00:37:00,174 --> 00:37:02,916
That's good, 'cause you're
still owe me five bucks.
702
00:37:03,003 --> 00:37:04,918
[Jim]
Strengthen your bond.
703
00:37:05,005 --> 00:37:08,095
[Steel]
Are you hearing
your dad or am I losing it?
704
00:37:08,182 --> 00:37:09,531
I hear him.
705
00:37:09,618 --> 00:37:11,490
It's what he told
us on the ship.
706
00:37:11,577 --> 00:37:14,362
[Jim]
Your bond is your key.
707
00:37:14,449 --> 00:37:17,104
[Steel]
Right, he said
Morphos couldn't adapt
708
00:37:17,191 --> 00:37:19,715
to more than one
power at one time.
709
00:37:19,802 --> 00:37:22,283
[Jim]
A flaw we could exploit.
710
00:37:22,370 --> 00:37:24,285
So now that dad's
given us the power,
711
00:37:24,372 --> 00:37:26,200
we need to combine the modes.
712
00:37:27,506 --> 00:37:28,681
Whoa.
713
00:37:30,465 --> 00:37:32,075
[Steel]
Turbo Strength Mode?
714
00:37:32,162 --> 00:37:33,338
Morphos got that already.
715
00:37:33,425 --> 00:37:35,775
Ah, but I like strength mode.
716
00:37:35,862 --> 00:37:38,299
How about Turbo Clone Mode.
717
00:37:39,561 --> 00:37:40,910
How about, no?
718
00:37:40,997 --> 00:37:42,347
How about pest mode?
719
00:37:42,434 --> 00:37:43,478
You know, you're
an expert at that.
720
00:37:43,565 --> 00:37:44,958
Oh, triple cannon mode.
721
00:37:45,045 --> 00:37:47,482
Yes, and we can
combine it with...
722
00:37:47,569 --> 00:37:50,485
Turbo Spike, oh Turbo
Spike would be so cool.
723
00:37:50,572 --> 00:37:53,358
Steel, I like the way you think.
724
00:37:53,445 --> 00:37:57,362
[Jim]
Your bond,
your greatest power,
725
00:37:57,449 --> 00:37:59,320
this is the key.
726
00:37:59,407 --> 00:38:01,409
[Steel]
Right,
let's give this a whirl.
727
00:38:01,496 --> 00:38:03,542
Hold onto your hard drive.
728
00:38:03,629 --> 00:38:05,718
Go Turbo, cannon!
729
00:38:05,805 --> 00:38:07,372
[Steel]
Spike!
730
00:38:11,332 --> 00:38:13,987
[upbeat music]
731
00:38:17,686 --> 00:38:18,774
[Morphos laughs]
732
00:38:18,861 --> 00:38:20,863
A new mode, mine!
733
00:38:25,433 --> 00:38:28,654
What, I cannot
absorb your power?
734
00:38:28,741 --> 00:38:30,351
That's right copycat,
735
00:38:30,438 --> 00:38:32,571
two modes are better than one.
736
00:38:34,877 --> 00:38:37,315
[Morphos groans]
737
00:38:37,402 --> 00:38:40,274
[Max groans]
738
00:38:40,361 --> 00:38:43,190
[Morphos shouts]
739
00:38:48,456 --> 00:38:51,372
[Morphos crashes]
740
00:39:05,908 --> 00:39:08,911
[Morphos shouts]
741
00:39:08,998 --> 00:39:11,914
[Morphos crashes]
742
00:39:16,615 --> 00:39:17,616
Where is he, Steel?
743
00:39:17,703 --> 00:39:20,619
Scanners say he's gone.
744
00:39:20,706 --> 00:39:23,535
[crowd cheers]
745
00:39:25,841 --> 00:39:27,843
Max Steel, Max Steel!
746
00:39:30,803 --> 00:39:32,848
Way to go, Max.
747
00:39:32,935 --> 00:39:35,024
Steel.
748
00:39:35,111 --> 00:39:37,549
Uh, did she just?
749
00:39:37,636 --> 00:39:39,681
Yeah she did.
750
00:39:39,768 --> 00:39:41,291
You may be right, Max.
751
00:39:41,379 --> 00:39:43,729
You may have to tell
her who you really are.
752
00:39:43,816 --> 00:39:45,513
Well, it couldn't hurt
to have a few friends
753
00:39:45,600 --> 00:39:47,297
along for the ride.
754
00:39:47,385 --> 00:39:49,387
You've only just begun
to learn who you are,
755
00:39:50,300 --> 00:39:51,476
both of you.
756
00:39:53,608 --> 00:39:55,871
[lighting thunders]
757
00:40:05,011 --> 00:40:07,492
Father, I have failed you.
758
00:40:09,624 --> 00:40:13,323
Disappointing Morphos,
very disappointing.
759
00:40:13,411 --> 00:40:16,457
And here I had so
much to tell you.
760
00:40:17,850 --> 00:40:19,591
So many answers.
761
00:40:21,767 --> 00:40:25,945
Yes, my answers,
give them to me.
762
00:40:26,032 --> 00:40:29,557
I could complete you
with this one simple key,
763
00:40:29,644 --> 00:40:32,821
but you've proved
yourself unworthy.
764
00:40:32,908 --> 00:40:35,955
The key, give it to me.
765
00:40:36,042 --> 00:40:37,696
No.
766
00:40:37,783 --> 00:40:39,872
Then I will take it.
767
00:40:40,916 --> 00:40:43,832
Oh no, whatever shall I do?
768
00:40:44,833 --> 00:40:46,748
Don't hurt me, no.
769
00:40:47,706 --> 00:40:50,709
[Morphos growls]
770
00:40:54,364 --> 00:40:57,977
Yes, finally, I am complete.
771
00:40:58,847 --> 00:41:02,721
I am... what?
772
00:41:03,896 --> 00:41:07,116
Ooh, that looks unpleasant.
773
00:41:07,203 --> 00:41:11,381
No, what is happening to me?
774
00:41:12,731 --> 00:41:14,602
Just a little fail safe device
775
00:41:14,689 --> 00:41:18,693
I whipped up in case
you became unmanageable.
776
00:41:18,780 --> 00:41:20,913
No, no,
777
00:41:21,000 --> 00:41:24,917
no!
778
00:41:26,745 --> 00:41:29,225
What's the answer
to your riddle,
779
00:41:29,312 --> 00:41:31,663
what are you?
780
00:41:31,750 --> 00:41:35,014
You're nothing,
absolutely nothing.
781
00:41:38,060 --> 00:41:40,846
[dramatic music]
782
00:41:43,936 --> 00:41:46,591
[ominous music]
783
00:41:57,906 --> 00:42:02,258
I am...
784
00:42:03,433 --> 00:42:05,523
vengeance!
785
00:42:06,654 --> 00:42:08,917
[Morphos roars]
786
00:42:09,004 --> 00:42:11,833
[theme music]
49733
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