Max Steel battles Extroyer at a museum with his new TURBO Modes. Extroyer escapes with a stone containing the DNA of a prehistoric dinosaur and extroys into a Tyrannosaurus Rex. Extroyer comes after a Max Steel (aka Kirby and Sydney in disguise to thank the hero for all he has done for them) and discovers that he is not Max. Max Steel arrives and tries to defeat Extroyer, but cannot beat him in this ultimate animal form. Syndey uses a knockout bomb to put Extroyer to sleep and N-Tek later arrests him. At the end, Max tells Kirby and Syndey that they have shown Max Steel enough gratitude.