overnight, elementor, now only able to survive in a gas-like form, invades n-tek and possesses the body of the base's boss and max's adoptive father, jefferson smith. in an attempt to reconstitute his physical form, he plans to use a transfasik generator. max and kat arrive at n-tek during this, and they, along with 'berto, head to the transfasik generator and discover what is happening. 'berto reverses the power, hoping to reverse the process and break up the elements. however, it forces elementor to copy and divide himself into five bodies: fire, earth, water, air, and metal. during this, max is accidentally hit by some of the negative energy, shorting out his nano-probes, while kat is hit by a piece of elementium, leaving her poisoned. the elementors attack and severely injure max before escaping. 'berto uses his new nano-probes in an attempt to save max's life, which works, leaving max much stronger than he was before.