Close to five hundred feet in the air, I had to admit the view of Copper Canyon was amazing.

"So what do you think of Flight mode?" Shock asked me and I grinned.

"Very cool. Wouldn't you agree, Berto?" I asked and Berto gave me a thumbs up.

"Impresionante! That means 'awesome' by the way." He said and I laughed.

"I have to agree. I never thought I'd be able to fly like this." I replied as I took in my surroundings.

"Well I never thought N-Tek would find another Turbo energy user like Max. You have to admit it's pretty amazing." Berto said as we neared the city.

"If anyone had told me a few days ago that I would gain Turbo powers and join with a Ultralink, I wouldn't have believed them. Probably would have thought they had a screw loose or something." I replied as I hovered over a huge skyscraper.

"It was pretty surprising I have to say. Still it's good to have a new member of N-Tek. Sorry, two new members." Berto said as I flew down and landed on top of the building.

"Thanks. So this is Copper Canyon? It's huge!" I said, standing near the edge and looking over the city below. Shock detached from me, flying

"Yep but you might want to move to a less visible spot." Berto told me and I blushed slightly behind my helmet.

"Oh yeah. I wouldn't mind checking the city out, just not in Flight mode I suppose. Any suggestions?" I asked and Berto thought for a second. To my surprise his eyes suddenly went wide. Before I could ask what was wrong, he grabbed my arm and pulled me behind a pillar.

"What's wrong?" I whispered as he poked his head around the corner for a second.

"It's Toxzon. What's he doing in the city?" Berto said and I looked over at Shock who had a question mark on his face.

"Who's that and should we be worried?" I asked as Berto looked back at me.

"Very worried. He's what you might call a crazy genius. Emphasis on the crazy." Berto explained and I groaned.

"Oh man. Can't I have one day where no one's trying to beat me up?" I asked as Shock linked up with me again.

"Nope. " Berto answered as I walked over to the corner of the building. "We should probably call N-Tek and tell them he's in the city." I was about to agree with that suggestion when Toxzon flew past at the exact moment I poked my head around the corner. I tried to move back in time but I bumped into the wall and the noise alerting him.

"Oops." I muttered and Berto gave me a look as Toxzon turned the corner and landed in front of us. "I think he heard us."

"Us? I think you mean you." Berto pointed out as we moved back.

"Max Steel?" Toxzon said as he walked towards us.

"Excuse me but I'm not Max Steel." I said and Berto stared at me. "What, I'm not?"

"Apparently not. So a girl has Turbo powers as well? Let me guess; you're working for N-Tek too?" He said, stopping inches from me. "Interesting."

"And if I am?" I replied, stepping forward. To my disbelief he turned slightly and started to speak to someone I couldn't see.

A little curious despite the situation, I had to ask "Who are you talking to?"

"To Fishy of course." Toxzon answered and that's when I saw a plastic goldfish floating in one of the tanks he had attached to his suit.

"Oookay then. So what do you two want with us?" I asked him, hoping Berto was staying hidden.

"Seeing as you're not Max Steel, I'm not sure. What do you think Fishy?" He asked the goldfish. "Hmm, yes I see. Okay then that's what we'll do." He said as he turned back to me.

Out the corner of my eye I saw Berto tapping something on his wrist communicator and I secretly hoped he was contacting N-Tek. I wasn't sure if I could take Toxzon on with only two modes plus I wasn't sure what Berto could do without C.Y.T.R.O and I didn't want to put him in danger if I could help it.

"Come with me without a fight and no harm will come to your friend." Toxzon told me and I couldn't help looking a little shocked. Laughing at the expression on my face, Toxzon pointed out what I hoped he wouldn't. "I already knew there was someone else with you, besides your Ultralink of course. I am a genius after all."

"What should we do?" I heard Shock ask, in my head this time, and I shrugged slightly. Toxzon saw this and asked me what I was doing. "Just wondering why you were flying around the city. Were you looking for something?" I asked him, hoping to stall until backup arrived. Toxzon opened his mouth to reply when I heard someone call out to me. When I looked up towards the sky I grinned as I saw Max Steel waving down at me.

"Need a hand?" He called out, landing between Toxzon and me.

"You tricked me!" Toxzon yelled at me and lunged at Max Steel, who instantly transformed from Flight to Strength mode. I moved out-of-the-way as they slammed into each other. Leaving them to their battle, I went to check on Berto.

"Nice timing." I said as I watched Berto.

"Thanks. I called for backup while you distracted Toxzon. Frankly I wasn't sure if he'd arrive in time." He answered as I saw Toxzon take to the air. Moments later Max Steel changed back into Flight mode and chased after him.

"It's a good thing you did. Otherwise I don't know what we would have done." I answered as I watched them circle the building, firing at each other with their unique energy blasts.

"Don't be so hard on yourself." Berto told me, standing next to me. When I didn't speak Berto asked if I was alright. With a slight nod, I focused on the battle between my friend and my new enemy. It was then I saw Toxzon fire a yellow gunk at Max, slamming him and Steel into a building nearby. When Max tried to move, I realized he was stuck fast. With a laugh, Toxzon then turned his attention to us. Before Berto could react, I grabbed him around the waist and took flight.

"What are you doing?" Berto shouted as we flew through the air, chased by Toxzon.

"I'm getting you to safety then I'm going to help Max and Steel. Hold on." I said as I flew at top speed. Seeing the park below me I made a split decision and raced towards the ground. As if he knew what I had planned, Toxzon fired blast after blast of the same gunk he used before and I had to dodge constantly to avoid it. Meters from the ground one of his shots hit the wing of my Flight suit and I found myself falling. Unable to right myself, I turned around in midair so that I was facing away from the ground and instinctively pulled Berto closer to me. Seconds later I slammed into the ground, winding myself. Thankfully Berto was fine and he climbed to his feet, helping me up from the ground.

"I really need to stop slamming into things. Walls, monsters, the ground..." I groaned as Shock detached from me.

"Yeah that is a good plan." Shock said, looking just as shaken.

"N-Tek's on its way. In the mean time you should probably help Max and Steel." Berto said and I nodded. Taking a moment to wipe the gunk from the wing, Shock and I flew back to find Max still stuck fast.

"Need some help or do you just gonna hang around?" I asked Max.

"Funny. " He grumbled as I flew over and pulled at the gunk, freeing him and Steel. "Ready to take on a new enemy?"

"What choice do I have?" I replied as I saw Toxzon stop in midair.

"So two against one, huh? Oh sorry Fishy, I meant two against two." Toxzon said and without warning rushed towards us, firing. Splitting up, I watched on as Steel detached from Max and started blasting away at Toxzon.

"What should we do?" I asked Shock.

"I have no clue. Whoa, look out!" Shock said and I spun around just as Toxzon crashed into me, sending us both into a spiral. Toxzon managed to stop his descent but I wasn't so lucky and ended up hitting the ground for the second time today. Dizzy I climbed to my feet and glared at Toxzon as he laughed.

"Yeah real hilarious. Come down here and fight us." I yelled at him.

"Since you asked..." He said and came after me this time. Purely on instinct, I built up a charge of Turbo energy in my hands and launched it at Toxzon who threw up a shield and the energy bounced off. Before I could launch another volley, he flew at me and swiped at my head with a set of yellow claws. I jumped back just in time, feeling the breeze from the near miss. Furious at him now, I felt a surge of energy similar to the one I had when I took on the Ultimate Elementor to save Berto. Unsure, I heard Shock speak into my head again.

"You won't overload, remember? Use that Turbo energy on Toxzon." He told me and I nodded. Before Toxzon had time to dodge I let out a yell and sent the energy at him, sending him slamming into the ground this time. As he climbed to his feet, I built up another charge in my hands and dared him to attack me again. With a growl Toxzon put up his hands. Thinking he was surrendering I smirked at him, only for the villain to fire something at me. I dodged to one side as a blob of some weird purple gunk hit the ground and was taken aback when something began to take form. The gunk soon became a toxic looking monster that roared at me.

"Say hello to my little friend." Toxzon yelled at me and took off, leaving me to face whatever this thing was.

"Don't tell me we have to fight that thing?" I said as it stomped towards me.

"Then I won't." Shock said and I rolled my eyes at him. Bringing my arms up in front of me I readied myself for another battle. Of course I had no idea how to fight a toxic monster so I aimed a punch at it. To my surprise it didn't dodge and just after my punch landed the monster exploded, covering me with a purple ooze.

"Yuck!" I exclaimed as I tried unsuccessfully to remove the gunk from my suit. Soon Max and Berto joined us, who took one look at the grossed out expression on my face and burst out laughing. "Glad you guys think this is so funny." I growled. That's when I had an idea. Grabbing some of the gunk from off my Flight suit I stomped over and wiped it on Berto and Max.

"Hey!" Berto said and I laughed this time. "Why'd you do that?"

"Serves you right for laughing at me." I answered as he and Max stared at me. Steel detached from Max and looked on as the two guys wiped the gunk off of themselves.

"Good one." Shock said, changing our mode back to its base form. Giggling I asked what we should do now that Toxzon had managed to escape.

"Get back to N-Tek and report back to Commander Ferrus. I'll go back to N-Tek with Max and Steel. You and Shock can use the city's entrance." He said, giving me the directions. When they left, I turned to Shock.

"I guess we're on our own again. Should we head back?" I asked him.

"Actually I think we should check out Copper Canyon. That's where we planned to anyway." Shock replied.

"Good idea. Let's go." I said as Shock linked up again. Changing back into our Flight suit, we headed for the Canyon.