Dr. Karl Swensen, inventor of the M.A.X. (Man Amplified X-periment) armor, is killed by an agent of his employer, Fritz Krotze. While going through her father's things Prof. Jennifer “Spitfire” Swensen finds information hinting he may have been killed. She later returns to her father's lab and, aided by MIT students, the Troubleshooters, locates the M.A.X., Model II armor and steals it from the lab. She is pursued by Krotze's agent, Mick Bronson, wearing the M.A.X., Model I armor. Jenny dons the M.A.X., Model II armor, dubbed Spitfire, and defeats Bronson.