Takes place after the episode, "Come What Mayhem."

Phoebe went to the fireplace to return Dark Mayhem's powers back into the orb inside the the secret weapons vault. Max walked over to his slide back down to his lair. After a few unsuccessful tries, she was able to put the powers back inside; or she thought. The evil powers swarmed back inside of her. This is when Phoebe realized she made the biggest mistake of her life. Hey eyes flashed an evil red color; however she felt much more than an evil rush. She seemed to gain a horny feeling. "I can't wait to take over the world."

Hours later, Cherry is knocking at the front door. Phoebe walked down the stairs and opened the door. "Hey Cherry," Phoebe said seductively.

"Um hey."

"How are you."

"Phoebe, you ok?"

"Of course." Phoebe held her to the wall and locked lips with Cherry. Cherry struggled to release herself but Phoebe wouldn't let go. After more squirming and struggling, Cherry finally released herself.

"Phoebe! What the fuck is wrong with you? And why does your lipstick taste like cum?

"Huh? What the hell are you talking about? You're so silly."

"You literally just slammed me to a wall and made out with me."

"Ooookkkk what ever you say. Lets just watch this movie. Max get the fuck up here!"

"Wow Pheebs. You're a little aggresive today."

"What are you talking about. I'm perfectly fine."

"Ok I'm here. And Pheobe don't rush me ever again."

"Max, you too? What is with you guys?"

"Nothing. Just start the movie. I'll grab a box of Twinkies."

"Kk. I love those."

"Hey Max, can I see on your lap?" Cherry asked.

"Why is that?"

"I was hoping your Twinkie would slip into some of my creamy filling."

"Well then I would love to put the Cherry on top."

"When did this pair happen?"

"It didn't. I'm just really horny and didn't feel like fingering myself," Cherry whispered.

"Yea ok. Are you wearing panties under that skirt?"

"Oh course not. Phoebe you know you're the only one who wears panties."

"Well I mean, I'm not either, I was just asking."

"Yea uh let me see Pheebs."

"Fine." Cherry bent Phoebe over and pulled her pants down.

"Ok Phoebe. No panties. I'm suprised. Your pussy looks a little dry tho." Cherry licked Phoebe's pussy up and down until it trickled out the slightest amount of cum. "There ya go, much better. Movie time!" Cherry went over to Max's lap and sat down. He took out his dick and let it find Cherry's pussy.

"Oh shit. That feels so good. Hand me a twinkie." No one had noticed yet but Phoebe's eyes started to glow red. Phoebe new it was the powers controling her bur she couldn't help. She ran over to Max and Cherry from the opposite side of the couch. Phoebe shoved Cherry to the ground and then gave Max a very convincing blowjob.

"Phoebe, what the hell. Ow!"

"Max, what's wrong?" Cherry asked, getting up.

"Phoebe just bit my dick." Phoebe's eyes turned a little more red as she picked up Cherry. Cherry, being scared, stared down the whole time. Phoebe stopped at the lair entrance, opened the door, and threw her down the slide.

"Phoebe, what the hell are you doing?" Phoebe walked over to him slowly. Max looking terrified, backed up against the wall. "Woah, your eyes are red. You still have Dark..." Phoebe froze him up against the wall. She ran back towards the lair and slid down. Cherry was distracted by all of Max's inventions and gadgets that she didn't notice Phoebe sneak up.

"Boo!"

"Ahh! Phoebe, what the hell is wrong with you?"

"I don't know what you're talking about." Phoebe's eyes were back to normal. "You and Max are acting crazy. Where is Max?"

"I don't know. You probably killed him or something. I'm gonna go find him. My pussy was ready." Cherry ran up the stairs and Phoebe followed. Upstairs, Max was able to use his heat breath to free himself. He ran over to the fireplace.

"I knew it, the powers are still inside of Phoebe." He looked up with Phoebe standing over him. He saw her eyes were normal again.

"Hey Max, why is there a puddle of water by the tv?"

"You did that!"

"I was downstairs. You two are freaking me out." Phoebe ran upstairs to her room.

"Max, whats going on?"

"There are evil powers locked inside of her and she can't get them out. The powers are trying to take over her body. If her eyes are red, run."

"Got it. So what do we do now?"

"It's twinkie time." Max grabbed Cherry and they went down the slide together.