After Max and Steel received an emergency signal from the World 31 base, they went to the base and found Extroyer and his clones stealing technology from it. Max activates Turbo Stealth Mode and enters on the base. There, he sees Extroyer saying to Mortum that he didn't found the Connect-Tek. Upon seeing Mortum, Max asks who he was and Steel says he knew where the emergency signal was coming from, and they decide to go after it.
They find one of Berto's old robotic laboratories. Rayne, who was hiding, attacks Max and Steel by controlling C.Y.T.R.O., thinking they were enemies. She is ultimately stopped by Steel and hugs Max, feeling glad that they were there. She then explains why she was there and shows to Steel a medallion that Berto gave to her. Steel then decides to analyze the medallion and discovers that it actually is a chip containing the same technology inside of C.Y.T.R.O.'s body. Steel then inserts the chip on C.Y.T.R.O.'s head and he gets his artificial intelligence. He recognizes Max, Steel and especially Rayne, who he reveals why Berto gave her that chip. They are later attacked by Extroyer's clones and Max activates Turbo Hammer Claw Mode and defeats with ease Extroyer's clones, while C.Y.T.R.O. used his cannon and superhuman conditions. When the group was about to escape, they see Extroyer, who transforms into an ape and commands his army to attack them. However, they ultimately managed to escape.