When a strange virus begins to infect Copper Canyon citizens Max does some digging and discovers that Toxzon is behind it all and that Molly, Max's mom, is the prime target because she was the one who fired him from his job at THI. Toxzon perfects the formula and creates a dangerous poison that through air-born inhaling (car steams, flowers, gas, perfume) makes normal people turn into a freak like he is. Then Toxzon turns Molly into a toxic mutant like him, named Toxiona who has all of Toxzon's powers. Max Steel fights Toxiona and tries to find a way to help her. Max finds out that he can affect her emotionally and reverts her back to normal.