A/N: This what I think could have happened if Phoebe had listened before she acted in a crucial scene of Secret Revealed. Personally, I like Thundercest but this can be read either way. Enjoy!

Disclaimer: I don't own the Thundermans, they belong to their rightful owners.

Listen Before You Act

Phoebe just could not believe it. Max, her twin brother was actually going to try and take away her powers. Immediately she felt hurt and betrayed, but then anger quickly took over her instead. She was going to stop Max before he could take her powers and then…well she wasn't exactly sure what she would do afterwards. But right now, she was going to find Max and get that orb!

It didn't take even a few minutes for Phoebe to spot Max sitting outside with Dr. Colosso. However, her eyes instantly locked onto the silver orb in Max's hands. She raised her hand and was about to use her telekinesis to bring the orb towards her until she heard Dr. Colosso speak.

"What are you waiting for? Just go find Phoebe and take her powers," the rabbit exclaimed to Max.

This made Phoebe pause, for some reason her instincts told her to wait and hear what Max would say. So, Phoebe lowered her hand and quietly listened.

"I don't know if I can Colosso," admitted Max with an exasperated look on his face. "I mean she's annoying, but it's not like we're mortal enemies."

Phoebe's eyes widened when she heard this. She didn't know how to react.

"Come on Max, are you a villain or not?" asked Dr. Colosso with in a serious voice.

Phoebe held her breath in anticipation of what Max's response would be. She knew how much being a villain meant to him and unlike the rest of her family, Phoebe knew that it wasn't just a phase. Deep down Phoebe acknowledged that Max would make a great villain. He was cunning, manipulative, smart, and most importantly determined. It was probably the reason she easily believed that Max would actually try to take her powers. Of course, after hearing Max say that they weren't mortal enemies made it clear to her that he was having doubts about it.

It was quiet for a while as it seemed Max was contemplating Dr. Colosso's question. Phoebe figured this may be a good time to confront her brother now, but before she even took a step Max opened his mouth.

"I'm a villain," answered Max seriously as he clenched the orb tightly in his hands.

Phoebe's heart broke again and anger was ready to take over her once more. Yet Max's next words pierced her heart even deeper than his previous words did.

"But I'm her brother," he stated strongly, tightening his hold on the orb. Yet Max's grip then loosened as he let out a sigh. "I just can't do it Colosso."

Phoebe felt tears prick her eyes understanding the magnitude of Max's decision. He was willing to give up his best chance of becoming a villain instead of hurting her. Phoebe could no longer remain hidden.

"Max!" called Phoebe as she come out of her hiding spot.

"Phoebe?" he asked surprised as he turned to face his sister.

Phoebe let a sad smile cross her lips before rushing over and embracing her brother in a hug. Max was stunned by the sudden hug and didn't have a clue why his sister was doing it.

"Uh, Phoebe, what are you doing?" he asked feeling a bit awkward.

Phoebe's smile only grew as she hugged her brother tighter.

"I'm hugging my twin who just decided not to take away my powers," she answered honestly.

This made Max shocked before realization dawned on him.

"You overheard me and Colosso talking just now, didn't you?" he asked even though he already knew the answer.

Phoebe knew she could get away with saying that she happened to come outside and catch their conversation, but she knew that wasn't right and decided to confess what she did. After quickly explaining how she went looking for him in his lair, read his chronicle, and accidently called Dark Mayhem which lead to her finding out about his plan, Max was completely silent. This began to worry Phoebe so she stopped hugging him and looked to see the annoyed expression on his face.

"What's wrong Max?" she asked to which Max sharply replied to.

"So it's not okay for me to read your diary, but it's okay for you to read mine?" sarcastically asked Max.

Phoebe flinched when she realized the truth of Max's words. She had been so upset when Max admitted that he used her personal thoughts for his band's songs, but she just did the same thing and invaded his privacy without a thought.

"Looks like Max isn't the only villain in this family," remarked Dr. Colosso.

Phoebe glared at the rabbit and was thinking about telekinetically throwing him across the yard for that comment, yet the moment she thought that she realized that she was proving Colosso's point. This made Phoebe really think and go back to those times when she wasn't truly acting heroic. Sure, most of those moments included Max in some way, but if she was truly a hero then it shouldn't matter if Max was involved or not. Even just a few minutes ago she was going to snatch the orb from Max and thinking the worst without even hearing him out. If she hadn't of waited and listened, she would have probably done something rash or worse.

Maybe I'm not really ready to be Thundergirl after all, Phoebe thought solemnly.

"Phoebe!" shouted Max, which jolted Phoebe out of her thoughts.

"Huh?" was all she could think to say.

Max frowned knowing that Phoebe was not one to usually space out like that.

"You were staring blankly at nothing for the past five minutes," Max told her.

"Oh."

"Oh? That's all you're going to say?" he asked with a raised brow.

Phoebe looked at Max for a moment before she said something that completely shocked Max and Dr. Colosso.

"You can take my powers," announced Phoebe with a sincere face.

"What?!" exclaimed Max, literally jumping up in surprise.

"I said you can take my powers…I don't deserve them anyway," muttered Phoebe as she lowered her head.

Max couldn't believe his ears. He didn't understand what made his sister think she didn't deserve her powers to the point they should be taken away.

"Well you heard her Max, do it now," cheered Colosso.

"Colosso, I'm not doing it!" yelled Max in irritation.

Once again Phoebe couldn't believe that Max refused the chance to take her powers. It only made Phoebe feel guiltier for doubting Max in the first place. She should have known that he cared too much for her to do something like that; however, she had been ready to accuse him of doing such a thing. Phoebe tried her best to keep any tears from coming out, but a few managed to fall down her cheeks.

When Max turned back to Phoebe and saw her crying, his own heart broke. He knew those tears weren't fake. Without a thought, Max went over to Phoebe and pulled her into his arms. This only made Phoebe cry harder seeing that Max was trying to comfort her even when he was usually against touchy feely type things.

"I-I'm s-sorry," mumbled Phoebe as she leaned on Max's shoulder.

Max was smart enough to know that Phoebe wasn't just apologizing for reading his chronicle. Max wanted to know what else she was saying sorry for out of curiosity and for potential blackmail material, but instead he decided to be just a bit nice for now.

"It's okay Phoebe, I forgive you."

A/N: I just wanted to write this so much after watching Secret Revealed. I didn't like that Phoebe/Max confrontation scene too much in the middle. Even though I know it was to set up Max's motivation to lead into true villainy, I just found Phoebe to be too aggressive and hard on Max.

Anyway, I'm not sure if I will add a chapter to this unless people really want to see how this changes the rest of the story. But for now, this is a One-Shot.