Chapter 2

It was passed 12 and Phoebe couldn't sleep. She just stared up at her cieling thinking about the long day yesterday. She couldn't get over Max's plan to just give her powers away to the world's most dangerous villain. She tried to tell herself that he's good now, but sugar coating it didn't make it better. It just made her eager to ask him what was on his mind. Why would he do something_ no think to do something like that?

Yes, Max annoyed her but she loved him way too much to ever think of doing something like that to him. Just when she thought they were getting along, he does a stunt like that. And she didn't even intend on taking his powers away, and if she was being honest she actually felt guilty. The whole day, she was trying to distract herself from the guilty feeling. She took his powers away and did nothing to help him get it back. It was like violating someone and leaving them with the internal pain and trauma or heartache.

She kept telling herself, he put it on himself or it was just self defense but right now that wasn't working. As she lay in complete silence, it only screamed the truth and that was to apologize.

Phoebe hated that idea because she was so comfortable in her bed, however the quietness was tormenting. So she finally got out of bed, letting out an irritable groan and went downstairs. It was pitch black but she had a photographic memory, so she knew where to go.

When she gently opened the door, she heard sniffing. "I'm sorry that happened to you, buddy." Colosso said, Phoebe listened closely as she went downstairs.

"Max?" She whispered softly. "Are you okay?" She knew he obviously wasn't, but that was just the first thing to come to her mind.

"Yeah. I'm cool." He lied, she seen him wipe his cheeks and nose. "What are you doing here, get out."

"Max, obviously you're not okay." She stated, walking in front of his bed. "Why are you crying?"

"I'm not crying, Phoebe. Okay, I'm fine." He replied.

"Will you please just tell me?" She begged, but Max wouldn't budge. "You know what, fine. I came here to apologize for taking your powers. It was an accident."

"You don't sound sorry." Colosso said, throwing in his two cents.

"Well I am." She retorted.

"It's fine, apology accepted." Max said, she hated how easy he was being right now.

"Max, please tell me why you are crying. I'm not gonna stop asking you until you tell me."

She stated firmly.

Max sighed, "I'm_ Phoebe, to be honest I don't think sorry's gonna make this pain go away."

Phoebe frowned, "What, so you hate me?"

"No. Y_ You just don't get it, Phoebe." He sniffed.

"We'll help me to get it." She told him, she sat on his bed.

"I truly just felt unloved and unwanted when that happened.." He began.

Phoebe immediately felt angry, but it was from guilt. "Well how do you think I felt when I found out you were going to take my powers and give it to Dark Mayhem!" She retorted.

"I wasn't going to do anything!" He shouted,"I was just thinking about it_"

"So! It changes because you were just "thinking" about it?" Phoebe barked, "You're still saying it was still an option. You know, if the hero league were to tell me to take your powers ... I wouldn't even think twice about just saying no. I would've just said that. Not think about it."

"It's not that easy, Phoebe_"

"How is it not easy? It's easy for you to be impulsive and say whatever any other time! So now it's hard when you can open your mouth about anything else."

"It's not easy being your twin!" He shouted.

There was silence, Phoebe broke the silence and said "What??"

Max bold his lips together trying to fight back from crying in front of Phoebe. It felt like his words were in the back of his throat and his tears are like walking on egg shells. One false move and he would cry.

"What? What are you talking about Max?" She asked, forcing him to explain himself. She was getting impatient with him just looking at her, why won't he just spit it out?!? He opened his mouth but closed it again, he looked at Colosso and at his hands.

Tears dwelled up in Phoebe's eyes, "SAY SOMETHING!" She shouted, her voice accidentally shook from the tears that slid down her cheeks. Her face frowned and she began crying while saying "Why aren't you saying anything?" She cried.

"Phoe_ Ph_ Phoebe I'm always in your shadow." He confessed. "And that's what Dark Mayhem basically told me. And he's right."

"So you think of taking my powers?" She cried.

"I didn't want your powers, Phoebe."

"Well then why were you fighting over it and why'd you aim it at me during prom?"

"Because I was pissed. You just took the orb from me and at prom I just wanted revenge."

"I took the orb from you because you were going to take my powers."

"I wasn't_" He began, Max felt the tears coming. "You can't just say I was going to take your powers. That wasn't even an option for me, and you never even gave me a chance to prove you wrong." He told her, "And you will never get the chance to feel what I felt when my powers were taken away." He said, "Because you're Phoebe Thunderman. Perfect Phoebe. And everyone loves you."

"That's not true, Max."

He scoffed, "Do you realize if the tables were flipped, the whole world would stop for you? And nobody cares either, nobody cared that my powers could've been permanently gone." He told her, "And the kicker is that my whole world was flipped upside down based off an assumption!" Tears began sliding down his cheeks but he continued, "Phoebe you're naturally perfect. Life as a Max isn't as great as I pretend it to be." He confessed.

Phoebe didn't know what to say, she had never known that he felt like this. "I'm not perfect, Max. Colosso can you please tell him that."

"I would." He began, "But I'll be lying."

"I'm not_"

"Phoebe, just accept it. You are more and I've always been less. It's fate. No matter what I do, you'll always be on top."

"Shut up, Max. I'm not going to accept that. And you aren't either, because that's accepting low self esteem and depression!" She demanded.

"WHY?!?" He yelled, catching Phoebe off guard. He had never yelled her like that, it was so loud the whole house might've heard it.

"Max..." She began, but before she could say anything. Hank swung open the basement door.

"What's going on down here?" He called out. Which was the 2nd fastest time he had ever moved.

"Nothing." Phoebe lied.

"Phoebe what are you doing down there, it's 5:30 in the morning."

"I'm just_"

"Get back upstairs now, and go to bed." Hank interrupted, he closed the door and left them.

Phoebe got up and said, "We'll continue this tomorrow." She said as if it were said in stone, but Max just looked at her. He didn't nod his head or anything.

She obeyed her father and returned to her room. But this time she was feeling concerned about Max.

To be Continued...