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After trying to do, and experiment to, clean every dirty bit in the planet, Dr. Xander is fired from THI by Max's mom Molly. To get revenge for his termination of employment, he transforms everyone in THI into zombie-like creatures. He returns to his lab with his goldfish Fishy, who he neurotically converses with, and fights Max Steel. He transforms himself into a toxic radioactive beast, Toxzon, when he is knocked over and tries to get Fishy out of a venomous drainage filled with mutigen. Max Steel struggles but still defeats him to get the serum to cure the Zombie-like THI people. Toxzon escapes when Max isn't looking and swears revenge on the world with Fishy.
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