In Max's Lair.

Max happily introduces the Elite Force to his lair, "Welcome to my evil lair!"

Bree asks, "Sorry, did you say 'lair'?"

"That's where he plays with his toys," Phoebe laughs.

Skylar notices the bra that Phoebe had thrown on Max's face in the morning. She asks, "And why do you have a bra on your bed?"

"It's Phoebe's," Max tries to defend himself but everyone looks at him and Phoebe in shock. "Okay... that came out wrong. It's not what you think." Max takes the bra and throws it on Colosso.

Dr. Colosso shouts, "Hey, watch out!"

"Who said that?" asks Oliver.

Max replies, "Uhmm... nobody..."

Bree walks towards Dr. Colosso and asks "You have a bunny?"

"A talking bunny? How cool!" says Kaz.

Bree starts petting Dr. Colosso saying, "Aww look... he's so cute."

Dr. Colosso gets angry and slaps Bree with his tiny paws. he then says, "I'm a bad bad bunny."

Skylar walks to Max and asks, "Why would a super-villain wannabe like you keep a pet bunny?"

Max then begins to explain, "Dr. Colosso was one of the most evil villains around." Everyone looks at Colosso and starts laughing.

Phoebe then confirms Max's words and says, "Dad turned him into a bunny as a punishment. He is still evil. At least he thinks he is evil."

"And I hate you all," says Colosso.

Chase laughs saying, "So, he is an evil pet."

"He kinda reminds me of Eddy," says Bree. She then begins explaining. "Back at Mission Creek we had this AI called Eddy who hated all of us. Except Mr. Davenport."

"You call your dad Mr. Davenport?" asks Phoebe.

Chase then adds, "Well technically he's our uncle."

Max changes the conversation by asking Colosso, "Anyways, Colosso... I want you to tell me everything you know about Dark Mayhem. Where he used to hang out... anything."

"And why would I help you?" asks Colosso.

Phoebe replies, "To get mom and dad back?"

"Hank turned me into a bunny. Why would I help him?"

"Because if you do, Max will agree to take shower with you every morning," adds Phoebe.

"Nice try missy!" Dr. Colosso laughs at Phoebe.

Bree then threatens Dr. Colosso saying, "Because if you don't, I'm going to fry your fuzzy little butt."

Colosso gets scared of Bree. He says, "you don't have to threaten me." Skylar walks closer to Dr. Colosso to exchange ideas about what they know about Dark Mayhem.

Kaz and Oliver go around Max's lair exploring his gadgets. Oliver takes the Nose-Hairilizer while Kaz takes the BrainMelt-3000.

"Wow! Cool stuff!" Kaz says.

Oliver adds, "this guy is a genius. How does he get all these gadgets?"

"Can you guys not touch anything?" says Max trying to take the gadgets away from Oliver and Kaz.

Max explains to them, "That one gives you nose hair and that one erases your brain."

"It's like the one from Davenport Industries. How did you even get one of these?"

"I made them!" replies Max.

Chase gets interested, "You? You made it?"

"I made all the gadgets in this room," confirms Max.

Chase takes the BrainMelt-3000 and is amazed by the technology. He tells Max, "There is no way you could have - "

"Awww Chase, are you jealous that someone else is smarter than you?" asks Bree.

"They must get them from the Hero League or something," Chase argues.

Phoebe stands up in Max's defense saying, "He's actually telling the truth."

"And I even have a rocket but can't seem to find it," says Max. "Where's my Max-10?"

"Did you say Max-10?" asks Colosso.

"Yeah? Do you know where it is?"

Colosso tries to deny it saying, "I have no idea what you're talking about."

"Dr. Colosso. You know something. Tell me now or I will freeze you!"

"Would you be mad at me if I told you I gave it to Dark Mayhem?"

"You did what?" Both Phoebe and Max ask at the same time.

"I'm a supervillain. Oh boo-hoo!" Laughs Colosso.

Skylar thinks for a moment then asks Max, "Do you have a way of monitoring your rockets?"

Max replies, "Yes, why?"

"Because if you do, we can use it - "

Chase joins in, "To track where Dark Mayhem is holding your parents."

Max quickly takes over the computer to track the rocket.

Dr. Colosso asks, "So in a way I helped you? You people disgust me." He runs off upstairs.

"I think I've got something," says Max.

Oliver looks at the screen and says "They're in some dark alley in Metroburg."

"That must be dark Mayhem's lair," Max says excitedly. "I can't wait to finally-"

"Take down Roman and Riker," interrupts Kaz.

Max finishes his sentence, "Meet Dark Mayhem! It's like a dream come true."

Phoebe knocks Max with a book as she says, "Max?!"

Skylar looks at Phoebe and asks, "After this mission, can we destroy him too." Phoebe smiles at her.

Max and Phoebe leave to change into their Thundermans superhero suits. They arrive a few minutes later and everyone cheers at them.

"Thunder Twins and the Elite Force here we come!" shouts Kaz.

"Yeah, we don't really go by the Thunder Twins..." says Phoebe.

Metroburg. A few blocks away from Dark Mayhem's lair.

At the dark alley site, the Elite Force and the Thunder Twins sneak in slowly.

Chase gets everyone together and says, "Alright I think we should split up to cover more grounds."

"No Chase," replies Oliver. "I've seen a lot of horror movies and when people split up, that's when bad things happen."

"Oliver is right," says Kaz walking towards Oliver.

Chase then explains, "If we all go in the same direction, they will run the other way. But if we send 3 different teams from different directions, we will get them."

"Fine!" agrees Oliver and Kaz.

Skylar and Max take the first entrance. Chase, Bree and Phoebe take the second entrance while Kaz and Oliver take the third entrance.

Oliver starts complaining to Kaz, "I don't see why we don't get to have a girl on our team. Why does Chase get to have two girls? He doesn't even like girls!"

"Oliver, are you ashamed of me?" jokes Kaz.

Oliver quickly replies, "No offense but you're no Skylar, Kaz."

Max and Skylar hide behind a trash bin. "So, Skylar, I hear you turned evil once. How was it? How was the smell of the Dark Side?"

"It stinks," says Skylar.

"Just because you didn't like the dark side doesn't mean you have to be all offensive about it," Max gets defensive.

"No, I mean this trash bin literally stinks."

"Oh."

Skylar then looks at Max, takes a deep breath and says, "And why are you so obsessed with the dark side so much anyway? When I was evil, that was the hardest part of my life. It's like I had no control over myself. I hurt a lot of friends I cared about... and I almost kissed Oliver. Can you imagine that?"

"Kissing Oliver? No thank you!" replies Max.

"So, what's with you anyway?" Skylar continues, "You're so smart, Max. You're great at what you do and you're surrounded by superheroes who care so much about you?"

"That's exactly the problem," whines Max. "Everyone, especially Phoebe, is so good at being a superhero. I told her I can't be second-best to her. I have to be the best, even if that means at being evil."

"And how is that working out for you?" asks Skylar.

Max replies with confidence, "Not so great. But I'm getting there. I will prove to you that I'm the best-"

"Being a superhero isn't about competing to see who is the best," Skylar explains. "It's about doing your best to help people. Nothing gives me more satisfaction than saving people. Are you really going to put your family in danger just because you couldn't beat Phoebe? You're very smart and I think anyone would be lucky to work with you. Maybe if you just put a little effort, you'd get better -"

"Okay, now you're turning into Phoebe," Max interrupts Skylar. "And remind to never date you."

Skylar laughs, "Me? Date you? Not a chance!"

Awkward silence.

In the middle street, Bree walks closer to Phoebe and says, "So, your brother is really cute, huh?"

"He sure thinks so..." replies Phoebe. "But honestly Bree you can do so much better than him."

Chase then laughs and says, "Trust me. She can do worse. Seriously, she has the worst taste in dates and most of them turn out to be evil."

Bree kicks Chases shin and says, "Oh look who's talking. The guy who's never been on a date."

"There was that one time at the dance..." Chase tries to remember.

Bree then shouts, "That was MY date. You took my date to the dance."

"You made me do it!" Chase fights back.

Phoebe gets curious as if she wants to ask a question but she stops and says, "I'm not even going to ask." She then hears footsteps on the main street. "I think someone is coming. Prepare to attack... Never mind. It's just a little kid."

"What's a little kid doing in a dark alley at this time?" asks Chase.

"Good question!" replies Bree.

Oliver is still complaining to Kaz about not being teamed up with a girl. Suddenly, Phoebe appears.

Phoebe says to them, "Hey guys, we realized it wasn't fair to leave you two alone."

Oliver smiles and asks, "Because we're the only team without girls?"

"No, because you gained your superpowers recently and are not fully experienced using them."

"Fair point," agrees Kaz.

Phoebe stands and asks the boys to follow her, "Let's go this way..."

"Aren't we supposed to wait here until Chase sends a signal?" asks Kaz.

"I was with Chase," says Phoebe. "He sent me. And on my way here I heard footsteps going this way. Follow me."

Oliver and Kaz follow Phoebe behind. Oliver walks closer to Phoebe and starts touching her hair. He then tells Phoebe, "You know... you really look pretty in your superhero suit. If I wasn't dating Skylar I would totally date you."

"I didn't know you and Skylar were dating..." replies Phoebe. In the background Kaz motions Phoebe that Oliver and Skylar are not dating.

"Yeah me and Skylar are an item," brags Oliver. "We're the hottest superhero teen couple."

"Is that right?" asks Phoebe.

"Yes, and by the way if we don't work out with Skylar... you know you could get some of this goodness."

"No thanks!" Phoebe replies to Oliver's disappointment.

Phoebe leads Oliver and Kaz close to a wall of an abandoned building. She lifts a small rock, opening an entrance. "After you," she says as she locks the door behind them. It's the Dark Mayhem's lair.

"Wait, how did you know about this entrance?" asks Kaz.

"Because... I'm not Phoebe!" She shapeshifts into Roman. Oliver and Kaz realize they're surrounded by Roman, Riker, Rodissius and Dark Mayhem.