Max must get the third piece of the Skull of Thallos to save his father, but first he must defeat Manak the Manta Ray, and his friendship with Lia will help him on his quest.
Max and his robodog Rivet attempt to rescue Max's kidnapped father from a giant cyber squid, and on the way they encounter Lia, princess of the underwater Merryns, on her quest to recover the magical items stolen from her people.
When Max doesn't heed Lia's warning about the dangers of the ocean, he finds himself up against the evil Professor's latest monster, Silda the electric eel.
Lia will help Max find the evil professor, even if it means accompanying him to the Forest of Souls, and Max needs such loyalty when he is forced to confront Manak, whose sting paralyzes victims.
Max and Lia have tracked the evil professor to his lair in the Black Caves, where they must defeat Kraya the blood shark, who has razor-sharp teeth and laser cannons, if they want to rescue Max's father.
