Dredd creates a powerful weapons that will disable N-Tek's shield over the earth making it vunerable to the Makino Invasion; Dredd and The Syndicate attack N-Tek HQ and plan on using the weapons to destroy Copper Canyon. Meanwhile, Ferrus and Molly finally tell Max and Steel the whole truth that Max's father hooked up with Steel and became the first Max Steel so he could help N-Tek stop the other Evil Ultra-Liks from destroying earth so their leader can devour it.