|A Germ of an Idea|
|Season 2, Episode 22|
|Written By||Benjamin Townsend|
|Directed By||Jeremy Brown|
With Makino getting closer to Earth, Forge constructs an space station designed to defend the planet. However, when the station is in danger, Max Steel has to find a way to save it before it crashes into the Earth with all aboard. Unfortunately, the only one who knows how to repair the station is one of Max Steel's enemies, Toxzon.
- Andrew Francis as Maxwell McGrath, Toxzon, and Toxzon's virus
- Sam Vincent as Steel, Berto
- Brian Dobson as Jason Naught
- Mark Oliver as Miles Dread
- Michael Dobson as Commander Forge Ferrus
- Nicole Oliver as Molly McGrath
- Richard Ian Cox as Kirby Kowalski
- Sarah Edmondson as Sydney Gardner
- Giles Panton as Ven-Ghan
- Omari Newton as Jefferson Smith
- There is only 3 weeks left until Makino arrives to Earth with his full armada of Ultralinks.
- Jason Naught is captured by N-Tek.
- Toxzon fell in into a deep depression without Fishy.
- Miles Dread finished his own version of the Turbo Star.
- Due to the toxins that Toxzon previously absorbed and due to Fishy's loss, his body and mental health decayed considerably. After Max and Steel saves his life, he is sent to N-Tek's prison.
- It is the second episode where Toxzon appeared an helped N-Tek. The first was in Pick Your Poison.
- This is the first episode on Season 2 that Goopanoids were seen. It was also the first episode where the characters called them Goopanoids.
- It is revealed that Jefferson Smith has a secret candy store.