At the end of the season-two finale, when Jefferson and Berto get free of their restraints and make a desperate attempt to stop Dread from using N-Tek's own equipment to blow Geneva off the map. It starts with...
John Dread: Max Steel is history, Geneva will soon be a parking lot, and I'm seconds away from toppling N-Tek. I'm king of the world.
Jefferson Smith: ::Having snuck up behind him:: You know what, Dread? The only thing bigger than your ego is your mouth. ::Decks him::
Max battles Dragonelle hand-to-hand while both are space-walking on an orbiting Kill Sat Dragonelle is attempting to hijack. Dragonelle knows Max can beat her in a straight fight, so she whips out a techie-looking device that disables his magnetic boots and leaves him helpless...only for Kat, inside the station, to grab her with a manipulator arm and hold her without fuss.