Rebecca Madison decides to test a new brainwave transfer method on Graft, causing the Phantom to stumble upon some of Graft's old memories, of his time as a soldier in the Resource Wars and his defiance of Maximum. Now, the Phantom must help Graft remember that he was once a hero to stop Rebecca from turning Metropia's new war memorial into a lethal plasma cannon

Maxwell Jr. ends up trapped in virtual reality after his leisurely stroll through Maximum's defences leaves Rebecca fuming, and the Phantom must get him out before he unknowingly destroys Metropia with his indestructible, virtually-controlled army of combat biots.

Rebecca launches what may be the first physical attack in her bid to begin the Maximum Era by destroying Dykstra Platform, home of Sean 1. Meanwhile, Max finally is lured out of VR and Pavlova cannot take working for Dr. Jak anymore, exercising her free will to resign. Vaingloria joins the Maximum security force as Sagan is knocked into a coma.

When Rebecca is partially successful in resurrecting her dead husband, more of the history of the Great Train Wreck of 2024 is revealed, as the Phantom squares off with Max Madison, Sr. at Grand Central Station... again.

When the Egyptian Queen Nia returns to defeat the Phantom, she brings along ace marksman Gunnar to assist. However, while they hunt him in the Ghost Jungle, Gunnar cannot pass up the chance to hunt the rare, supposedly nonexistent Shadow Panther. Meanwhile, Max, Jr. remains blissfully trapped in VR - and Rebecca schemes to coax him out of his reverie by giving Baudelaire the boot...

An egyptian would-be queen wants revenge on the Phantom, who unified her continent many years ago. But when her venom-tipped darts affect Guran instead of Kit, we find out a little more about the night Kit's father vanished

A ""retrospective"" show, bringing you up-to-date on the goings-on in season 1

Many major plots reach a crescendo pitch as Sagan regains consciousness and her relationship with Kit is finally resolved, more truth behind the Sector Zero crash and many of its ramifications is revealed, and the Maximum Era counts down to launch.

Maximum's new invention, the fractal (shape-changing) biot is part of a new plot to capture the Phantom. Meanwhile, Professor Archer finds out about Kit's dual identity.

The story behind the rock star, Vaingloria, is revealed during an adventure involving kidnapped teens.

With the aid of Australian crime boss Gorda, raids Maximum cargo ships to obtain chemicals needed for his Damocles Platform, a deadly orbital laser cannon he plans to use to force the Earth into recognizing the independence of the Orbital Colonies.

Graft leads an armed raid on the Ghost Jungle to find the Phantom's hidden lair, and is forced to bring Vaingloria along with him. When Kit's plan to divert Graft from the skull lair goes awry, the Phantom must improvise to save his friends from the wrath of Maximum's biot army.

Gorda and Rebecca fight over Rebecca's smuggling of yellow roses. Why would the all-powerful head of Maximum, Inc smuggle in flowers that can be grown right here in Metropia? Meanwhile, Sparks' ignorance of geography leads Kit to enrolling him at the University.

The further adventures of Heisenberg the fractal biot, as he explores the concept of ""feelings"", and Dr. Jak has to do without his biot assistant for a while.

The mystery of Sparks' missing parents is finally solved, during an adventure with a new security system at Cyberville

The origin of the 24th Phantom, as he is called into service on his 18th birthday, unaware of his family's history.

Maximum Inc's latest innovation is a virtual theme park featuring the rock star Vaingloria. But when three people seem to be taken over by a strange psychic force, their combined might may be too much for Metropia, so the police decide they need the Phantom's help - and offer him absolution if he solves the case. And the liason the police choose to work with the Phantom? Why, Sagan, of course

Heisenberg returns to warn the Phantom of a danger to both biots and humans deep inside Cyberville. But why would anyone care about the destruction of biots, even Heisenberg? After all, they're not alive... are they?

Kit's investigation into the dissemination of a new drug leads him to the athletes at his own college, where his friends confront him about his strange behavior and evasive secrecy.

Heisenberg is branded a rogue biot after Dr. Jak records a secret gathering of his fellow self-aware biots and claims that they are planning a revolt. The Enforcers ask Maxwell Jr. to assist them in hunting Heisenberg down, unaware that he intends to retake control of the biot for himself.

The origin of the 24th Phantom, as he is called into service on his 18th birthday, unaware of his family's history.

A message from the Phantom of 2157 sent back to the Phantom of 2040 leads Kit to some surprising clues and faces him with a difficult choice: whether to continue the Phantom's code against killing, even in the face of the inevitable destruction of the Earth.

Having been convinced by his friend Guran to go to Africa, his ancestral home, Kit finds deeper truth than even he imagined in the Phantom's fight for justice through the ages. Meanwhile, the truth behind Max Madison, Sr.'s original plan and the cause of the train wreck are revealed and lead to a shocking conclusion -- and the beginning of the Maximum Era.

A new member joins the team - a superhacker kid named Sparks, and just in time to ""skate"" the Integrated Cyber Environment and meet the mysterious entity known only as Cairo.

A ""retrospective"" show, bringing you up-to-date on the goings-on in season 1.