Elements of Surprise: Part 1.The scene opens up with Max and Steel doing a training session devised by Berto. At the end of it, Max realizes that he needs to improve his speed. Steel goes sneaking off and ends up trying to get answers out of the 3 captured Elementors about who he is and where he comes from. Dredd tells the last and most powerful of them all - Air Elementor the secret location of N-Tek. He shows up and knocks N-Tek and Max around for a while. Max finally subdues him, but the audience later learns that it was his plan to get captured all along. Forge gets mad at Steel and orders Jefferson to throw him in the brig, but is interrupted by sirens & warning lights in the base. Air Elementor breaks out and than releases Fire, Earth and Water Elementors. Through an accident all four of them merge into one being, becoming Ultimate Elementor.