Max struggled to decide what to do. He wasn't thinking about what was best for him, but for his friends Roxanne and Michaela. Even though he knew he had to make a quick decision, he just couldn't.

"Let me put this simply for you, T-Rax," the Phantom said. "You either save Roxanne by ending your days with me or you send her to her watery grave by refusing me."

"Why make him lie to you to save me?" Roxanne asked, who didn't have long as the water had caught up to her chin. "Don't worry about me, Max. Don't throw your life away for my sake. Just get away from her while you can."

"Join me, T-Rax, and you will – not could, will – become the greatest musician of all time. Refuse me and you'll be nothing but back to only Max Goof the loser again."

Max had been through many bullies and enemies all his life with Leech, Spud and Wally, Douglas Twinkmeyer, Chad and Bradley Uppercrust III and his Gammas among them, but he felt that the Phantom of Rock n Roll was the very top of the bully and enemy list.

"Don't listen to her, Max! You're not a loser!" Roxanne chocked on the water touching her bottom lip. "You're the greatest guy I've ever met in my life. You're very nice, smart, talented, funny, supporting, encouraging, motivating and warm-hearted. No one has ever treated me on the same level as you did. No one has even ever come close. No one has made me feel happy, special, loved, appreciated or good about myself the way you did, Max." The water took over her lips. She tilted her head upwards as far as it would go. "After I was forced to move away from you, I thought about you at least once or twice every day and all those thoughts of you always made me happy. So imagine what seeing you in person, getting real hugs from you and receiving actual kisses from you means to me."

"And how do you feel about her, T-Rax?" the Phantom asked. "Do you still have mutual feelings for her? If the answer is yes, why? Even after never seeing her for nearly five years?"

"Because even after all the years, I thought about her every day ever since she had to leave me too," Max replied. "She hasn't changed at all. She's still as beautiful, lovely, caring, patient, understanding and wise as she's always been. The thing that I admire about her the most was that before I became the coolest kid in school, she was the only one who liked me for who I was. None of the other students would have given me a second of their time before I did the Powerline stunt."

Max was really struggling with what to decide. He didn't care about continuing being T-Rax. He would rather throw his number one dream away than let the lady he loved all his life drown. He still felt that he couldn't trust the Phantom to free Roxanne and Michaela and let them go. That was why he was struggling to make his decision, even with Roxanne who could just lift her lips up, but only just.

"Time is running out, T-Rax," the Phantom said. "Your friend is drowning and you try my patience. Become T-Rax permanently and become a winner for all time or go back to Max Goof and become a loser all your life. Make your choice!"

Then Max realised Roxanne had always been calling him Max and the Phantom had always been calling him T-Rax. Then he took a deep breath before he turned to the Phantom. "Look, Angel of Music. I know you've experienced a lot of tough, difficult and heart-breaking challenges in your life. We all have. Everyone in the world has experienced a thing or two of that in their lives. That's inevitable in life, but how we react, learn and move on from it, that's what's in my power and control."

"T-Rax, there is no time for–"

"You were born the way you were and that wasn't your fault. You had no friends and the only family you had – your mother – didn't want anything to do with you: that's all on her, not you. And you had no one to help you prepare for life's challenges like dealing with bullies without becoming a bully yourself. But you don't have to let that define you for the rest of your life, if you don't want it to."

"Stop this lecture!" the Phantom snapped.

"Are you really trying to turn me into a star out of the goodness of your heart? Or are you using me as a slave to make your music come alive so you can get back to all the people who bullied?

"T-RAX –"

"Because I know about getting bullied and not having the joy of having a mother around, but bullying other people back never helps anyone, whether they be the bully or the victim. Tell me, is doing all this bad stuff really making you happy? Giving you inner peace?"

Max gave the Phantom a chance to protest, but she didn't. The reason she didn't was because she felt that she didn't have anything to say back for once. All she could do was sigh. Then she was surprised when Max put his hand on her shoulder.

"Pitiful creature of darkness, all I'm staying is that you're not the only one who feels the way you did," he said. "And it's not too late to turn your life around, if you want to."

Then the Phantom became shocked why Max kissed her on the lips. So were Michaela and the robots.

"Why did you do that if you love Roxanne?" the Phantom asked.

"I did that to show you that there is still good in you, like how you helped me pursue my dream of becoming a rock star, how you created three awesome AI robots and wrote awesome music that millions love. And that everyone, including you, deserves to be loved. And if it weren't for you, I would never have met Roxanne again after all these years. In fact, I have so much to thank you for, so I will be whoever you want me to be, including your husband or slave or whatever."

The Phantom didn't speak or move for such a long time. She looked like she was thinking to make her mind up. Then she walked over to the hole that Roxanne was drowning in. She got out a device with a red button and she pressed it.

Everyone waited for something to happen, but nothing had happened. The water wasn't going down. Then they saw bubbles on the surface and Roxanne's face popped up. Everyone thought when the Phantom pressed that red button, that meant the manacles that secured Roxanne were released and she could swim to the surface to gasp for air. She got helped out of that hole by the Phantom and then she was given to Max, so he could comfort her by giving her a big hug and a kiss on her forehead as she sobbed.

"Children, release Michaela," the hippo ordered.

Her children obeyed. Then they heard loud noises.

"That's the search party for you, Max," Michaela said.

The Phantom sighed before she turned and threw a set of keys to the robots. It was Nutsy who caught them. "Children, take this yacht. Return Max to the surface."

That surprised Max a lot. That had been the first time she had ever called him Max instead of T-Rax since she came into his life.

"Children," the Phantom called. When they approached us, she gave them each a hug. "Be good for Max, Roxanne and Michaela. Do whatever they say."

"You're not coming with us, Mother?" Botty asked.

"No," the Phantom replied. "You three are the best children a mother could ever have, but like your three friends, you all deserve a better life than I can ever give you. Now, all of you, get going before it's too late." Then she jumped off the yacht, but there wasn't a splash.

Max, Roxanne, Michaela and the robots all ran to that side of the yacht and looked over. They saw why there were no splash because the Phantom was in a white speedboat and she was already speeding away.

"GO NOW!" the hippo roared. "GO NOW AND DON'T FOLLOW ME!"

Max, Roxanne, Michaela and the robots watched the Phantom drive away in her speedboat for a few seconds.

"Better obey her last order," Botty said. "Nutsy, you have the keys. Get the yacht sailing. Screwy, check the engines. I shall check the fuel."

The robots got busy, leaving Max to comfort Roxanne and Michaela.

The Phantom hadn't driven her speedboat too far away. She had to stop it and turn around to face Max, Roxanne, Michaela and her robot children sail away. Tears poured out of her eyes as she watched them sail out of sight. She watched her AI robot children, her crush Max Goofy, the only people she could ever call a friend Michaela Crawford and a lovely lady called Roxanne that she tried to drown. Feeling nothing but heartbreak and guilt, the Phantom of Rock n Roll continued to drive her speedboat in the direction she was already heading to.