Max goes to meet CONTROL Agent Carruthers and finds Carruthers dying of old age. The problem is that Carruthers is only 28 years old. After that, more and more agents are rapidly aging and dying, thanks to a new invention by KAOS, Dorian Gray Paint. The paint ages the real person once it's put on a picture of that person. They turn Max, 99, and the Chief into senior citizens right before they locate KAOS HQ.

Dorain Gray Paint is based on the book, The Picture of Dorian Gray, where Dorian Gray stays young while his picture ages.

John Fiedler returns as a guest star, this time as Felix, the inventor of Dorain Gray Paint.