Dark Mayhem's Lair.
"You tricked us!" complains Kaz.
"Can't believe I poured out all of my feelings to the wrong Phoebe. Now I have to do it, again!" whines Oliver.
"Oh don't worry, little boy," says Dark Mayhem. "You won't have to. Because you're not getting out of here alive."
"Today," shouts Rodissius, "I finally get my revenge! By killing Kaz and Oliver for taking away my superpowers."
Oliver and Kaz panic. Kaz uses his fire power to hit Rodissius but Dark Mayhem blocks it and hits them with an electric power surge causing them to stumble and fall. Roman and Riker rush to put anti-superpower ankle bracelets on Kaz and Oliver, rendering them useless.
"Rodissius," begs Kaz. "You don't have to do this."
"Oh but I do," says Rodissius. "See all this time I've been waiting to get my hands on the two punks who took my powers away."
Oliver defends, "It was to save you. Taking away your powers was the only way to keep you alive."
"Losing my powers is a punishment worse than death."
"So we've heard," replies Kaz before Mayhem threatens to burn his head off.
Rodissius takes a sharp sword and starts licking it, saying, "Now I get to kill you! But first, you have to watch us kill superheroes... you know the kind of heroes you spent time saving. How did it go? Saving people who save people?"
Dark Mayhem laughs, "How cheesy is that?"
"I know right? Bring on the Thundermans!" says Rodissius. Riker presses a button that rotates a chain where Hank and Barb are hanging. Powerless. Handcuffed.
"Electress!" shouts Oliver excitedly. "You're my favorite hero!"
Hank complains, "Hey what about me?"
"I thought Skylar was your favorite hero?" asks Kaz.
"Skylar doesn't need to know any of this..." shruggs Oliver.
Dark Mayhem gets impatient and beats his computer table saying, "SHUT UP!"
Barb looks at poor Oliver and Kaz and then starts begging Dark Mayhem, "Look Mayhem, I think you should kill us instead and-"
"Barb?" interrupts Hank.
"And let this kids go. They have done nothing to you. And my son, Max... he adores you. You're his hero!"
Dark Mayhem gets offended and says, "I am no hero!"
"Well, his villain - if that's a thing," Barb adds realizing that it's probably better to just shut up.
"Max is a disappointment. He refused my order. So, I had to get these two boys to pretend to be Phoebe and Max. And now, I don't need Max anymore. He walks towards Oliver."
Kaz gets scared and says, "You don't have to do this! We can work something out."
"Whatever you do, don't negotiate with a villain," Hank warns the boys.
Kaz adds, "It's the only way to save you and other heroes."
"I'm listening..." replies Rodissius.
"Dude," Kaz gets his attention. "The only reason you're mad at us and all the superheroes is because we took your powers away. But what if we told you we could get your powers back?"
Barb gets concerned and asks, "Where are you going with this?"
Oliver replies, "Look, we have this guy, Chase. He's very smart. He helped Skylar get his superpowers back."
Dark Mayhem gets angry at the mention of Skylar Storm. "Skylar Storm... arghhhh! Where's that little-?"
"Mayhem, language!" Rodissius interrupts, "I thought we talked about this."
Roman then chips in, "It's a trick. Skylar almost died getting her powers back. You shouldn't accept it, father."
"Ok, what about bionics?" asks Kaz.
Oliver then explains, "Mr. Davenport can give you bionics. You will be unstoppable."
Rodissius smiles and says, "That sounds like a good plan."
"And what do I get out of this?" Dark Mayhem asks as he shakes his head and walks towards Rodissius.
"So, we're free to go now?" asks Kaz.
"No!" laughs Rodissius. "You're not going anywhere, until I get my powers back. Your friends are going to get me my powers or I will start killing you off, one by one."
Oliver and Kaz gets scared and worried.
Dark Mayhem beats the table again. "Wait, wait! Hold on a second!" Everyone looks at Dark Mayhem. Mayhem continues, "Aren't we forgetting something here? What do I get out of this?"
Suddenly the lair entrance gets knocked down by Skylar Storm. Max is right behind her.
"You get this!" Max says as he enters the room and quickly hits Dark Mayhem with a freeze breath.
Dark Mayhem claps and says, "Max Thunderman! I knew you'd come! Oh and look, you brought your girlfriend, Skylar Storm."
"Let my parents go now!" Max demands.
"Max and I are going to take you down!" replies Skylar. "And just to be clear he's not my boyfriend."
"Like you could get such a cute boyfriend," Riker mocks her.
"Ok you know what?" Skylar says as she blasts Riker.
Phoebe, Bree and Chase's team arrives. Bree super-speeds to release Kaz and Oliver but is blocked by Roman and Riker. Dark Mayhem hold a telekinetic standoff with Skylar. Rodissius takes on Bree while Roman and Riker take on Max and Phoebe.
The whole room comes to a standstill.
"So, here's the plan," explains Rodissius. "You're going to go back to your mission command and give me bionics!"
"And who gave you that idea?" Bree asks.
"Oliver did," says Rodissius pointing at Oliver. Everyone else looks at Oliver as Rodissius continues, "And now you have to give me bionics or else i'm going to destroy Oliver, Kaz and the Thundermans."
Rodissius presses a button on the wall causing Kaz and Oliver to sink below the surface. The floor closes in.
"Nooo!" shouts everyone, breaking into a violent fight.
"OK! Stop!" shouts Chase. "We will get your powers back. Just don't hurt Oliver and Kaz."
"Are you sure this is a good idea?" asks Bree. "Giving him bionics could make him unstoppable and hurt other people. Are you forget Victor Krane?"
Skylar defends Chase saying, "It's the only way to save Kaz and Oliver. I don't think we have a choice here."
"And it buys us time to prepare an attack plan," adds Max.
"Max Thunderman," says Dark Mayhem. "I must say, I'm impressed with your skills."
"Wait, you're not disappointed in me?" asks Max cheerfully.
"Not even a little," replies Mayhem. "It's the dark side and you know that means..."
"You can't trust anybody. Got it!"
"Really?" Phoebe interrupts. "Is this really the time to share your passion."
"That's my sister Phoebe. Just between you and me, she could be a little -"
"Shut up Max Thunderman. The only reason you refused to turn in your family was because I asked you to sell out Phoebe too."
Barb smiles, "Aww Max, so you do care about your sister?" Max feels embarrassed. Phoebe laughs.
Max sees his Max-10 rocket next to Dark Mayhem's computer. "Is that my Max-10 rocket? Not cool Mayhem."
Mayhem lifts it and explains, "We have filled it with explosives to blow the Davenport Tower..."
Rodissius interrupts saying, "But now we are going to destroy the Secret Academy of Superhero Studies because the Elite Force is going back to Davenport Tower to get my powers back."
"You can't destroy SASS!" complains Phoebe.
Dark Mayhem agrees to remain behind in his lair Metroburg to keep an eye on the prisoners Hank, Barb, Kaz and Oliver while the rest head over to Davenport Tower.
"Now how are we going to get to Centium City quickly enough?" wonders Phoebe.
Chase then says, "Bree and Skylar can super-speed. Oliver and Kaz can fly. So, that just leaves Max, Phoebe and I."
"Chloe can teleport us there," suggests Max.
"No, Max," Phoebe insists. "We're not putting our little sister in danger."
"Chloe can take care of herself. These goons can't disable her powers if they can't catch her."
"But how do we get Chloe here without compromising her location?"
"I could super-speed to Billy and Nora" suggests Bree.
"Yeah and ask them to call Cousin Blobbin on a neighbor's phone so that they can't be traced."
"Good idea, Phoebe," says Skylar.
"You know what they call me, 'The girl with good ideas,'" Phoebe says in an attempt to show off to Skylar.
"Nobody calls you that," says Max. Phoebe keeps quiet.
Bree super-speeds to the Thundermans house and finds Billy and Nora playing laser-tag. She explains the situation. They sneak into Mrs. Wong's house and steal her home phone to call Cousin Blobbin for Chloe.
Chloe teleports to Mayhem's lair and quickly teleports the entire group to Davenport Tower in Centium City. She teleports back to the Thundermans house.
Davenport Tower, Centium City.
Bree walks them around while Chase goes to Mission Command to inform Donald and Douglas about the situation. Skylar watches over Rodissius, Roman and Riker.
"Wow! Wow! This is a very cool place," exclaims Max.
Douglas and Donald come upstairs to meet the team. "What happened?" asks Douglas.
"Is everyone ok? Where's Kaz and Oliver?" asks Donald.
"And why did you bring Roman and Riker and him?" says Douglas pointing at Rodissius.
"That's Rodissius," explains Skylar. "He's Roman and Riker's father."
Chase takes a deep breath and adds, "He teamed up with a supervillain called Dark Mayhem to take over all the superheroes in Metroburg."
"And they have Kaz and Oliver" adds Bree.
"And our parents," says Phoebe.
"They're going to kill them if we don't get Rodissius his powers back or at least give him bionics," Skylar worries.
Donald is not sold on the idea. "Are you forgetting what happened with Crane? Do you really want to create another monster?"
"What do you suggest?" asks Skylar.
"Take them down?" replies Donald boldly.
"See if we die, then you'll never see Oliver and Kaz again," says Riker.
"And you will never see your parents again," Roman says to Phoebe and Max.
"So, go ahead. Kill us!" dares Rodissius.
Donald retreats. "Ok then, have your way."
Douglas adds, "But after this is over, we're coming for you. And we'll destroy you."
"Chase, you could use the serum you used on Skylar to get her powers back," suggests Bree.
"That's different because for Skylar, we used a material she's afraid of to trigger her powers."
"What's Rodissius' greatest fear?" asks Bree.
Rodissius coughs and asks, "How stupid do you think I am to reveal my greatest fear to you?"
"Fine then... bionics it is!" says Chase.
"Douglas, you up for this?" asks Skylar. Everyone looks at Douglas.
"Why are you looking at me?" wonders Douglas.
"I don't know... maybe because you created an evil villain Krane to come after us?" replies Bree sarcastically.
Skylar introduces tells Phoebe and Max to Skylar, "Oh this is Douglas, their uncle."
"Well technically I'm their father," says Douglas.
Skylar continues, "He tried to destroy them."
"Oh you turned against your family?" says Max as he shakes Douglas's hand. "I like this guy already."
Douglas takes Rodissius down to the Mission Command chamber, along with Chase, Bree and Max. Roman follows them. Phoebe and Skylar are left on the main floor.
Max quickly figures out how to work most of the gadgets and even helps them fix some of them. Douglas is impressed by Max's science skills. "Are you sure you're not bionic?" jokes Douglas.
"I just happen to be very smart in science," brags Max.
"You know you would make a very good addition to our team," suggests Douglas.
Chase disgracefully asks, "Don't you think we're moving a little too fast here?"
"No can do!" Max replies to Douglas "Why would I want to join your little Elite Force? You want to save the world. I want to destroy it."
Bree gets puts her arm on Max's shoulder and asks "Max, if you really are evil, then why didn't you join Dark Mayhem?"
"Because..." says Max then pauses.
"Because you care about your family?" Donald asks as he enters the room holding a mirror.
"No. Because that wasn't my plan. If I'm going to take down my family, I want it to be MY idea."
Donald looks at Bree's arm on Max's shoulder and replies, "And Bree leave Max alone and keep hands to yourself."
Bree fires back, "And you leave the mirror alone!" Donald shuts up and walks to look at the team's progress.
Back in the living room, Davenport Tower.
Phoebe and Skylar are chatting on the couch.
"I can't believe I got to work with THE Skylar Storm," says Phoebe. "I've heard about you but it's just so nice to meet you in person. How did you get to be so good at being a superhero when you're still so young?"
"I don't know..." says Skylar. "I guess growing up a superhero, it kinda became natural for me."
"Our parents retired from Superhero life to live a normal life in Hiddenville so we never get to use our powers as much."
"Sometimes I wish I had a normal life experience too. You probably can't tell but I can be quite awkward in social situations," Skylar pauses to see Phoebe's unshocked expression. She then continues, "I went to Kaz and Oliver's school but it never really worked out. And then I met Bree and everything was perfect because I felt like I'm going to have a perfect sister who is going to teach me to be normal."
"And then it turned out she's just as socially awkward as you?" asks Phoebe. They both share a laugh. Then Phoebe continues, "But I just wish I could be as good a superhero as you are. I mean I started training last year but I never get to do real stuff like this."
"Just be patient, Phoebe. One day, you will get the hang of it."
"If we get out of this mission alive, can I get your autograph?"
"Sure thing, sis!" Skylar says, punching Phoebe in the back.
Phoebe runs away saying, "Please don't hurt me!"
"Why? What?" wonders Skylar.
"I've heard about the whole sis thing with Bree," says Phoebe. "So, no thanks."
Dark Mayhem's Lair. Metroburg.
"What's taking them so long?" asks Mayhem as he beats the wall relentlessly.
"They probably played you. You should probably just let us go," suggests Hank.
Barb adds, "I mean think about it. Rodissius is getting superpowers but you have nothing to gain but guard us. Don't you see he's using you?"
Mayhem agrees, "Ah! That's a good point. I guess I didn't see it that way."
"So, what are you going to do? Release us?" asks Hank.
"I've got an even better idea," says Dark Mayhem as he walks towards the Max-10 rocket. "I'm going to kill Rodissius. And his sons."
Barb and Hank are relieved for a second. But then Dark Mayhem continues, "See, this rocket is filled with explosives. I can launch it to destroy Davenport Tower and all the surrounding buildings in Centium City. And the Elite Force and your twins and everyone else will die in it. And then I will destroy you two and Kaz and Oliver."
"No, No!" screams both Hank and Barb.
Barb adds, "That's not what we meant!"
"Shut up, prisoners!" says Mayhem as he makes some adjustments to the rocket settings. He then presses a button, launching the rocket.
Barb and Hank panic! "Our kids are in that tower, Hank!"
"What are we going to do Barb? We can't use our powers!"
"MUAHAHAHAHA!" laughs Dark Mayhem as he watches the rocket fly above the city.