Well, I destroyed a whole city with a tornado made of corn - a CORNADO!
— Gale Force
Phoebe worries that Max will revert to his evil ways after he is asked to give a "Scared Straight" talk to a group of young supervillains in prison, but her efforts to protect Max from himself end up doing more harm than good. Billy, Nora, and Chloe lose their phones and then they take the tv from Barb and Hank.
Barb and Hank are watching a TV show about cupcakes while eating cupcakes in the living room. Max and Phoebe enter the room and refuse to eat the cupcakes because the twins are on a no-cupcake diet as part of their Z-Force training.
The Thunder Monitor alerts them of an incoming transmission by Super President Kickbutt. Kickbutt invites Max to give a talk to a group of young villains at the Metroburg juvenile jail. She says that since Max is a former young supervillain just like the kids, he might be able to convince them to turn good.
Down in Max's Lair, Dr. Colosso calls Phoebe and asks her to cut his long nails so that he can be able push a button to celebrate Max's return to being evil. Dr. Colosso explains that Max being around the villain kids will help him realize all the fun he's missing and turn back evil. Phoebe assures Colosso that Max made a promise and would never go back to being evil. However, Dr. Colosso convinces Phoebe by showing her a footage of Max eating cupcakes despite having promised Phoebe that he won't eat more cupcakes.
Phoebe gets paranoid and goes to the juvie to keep Max from turning evil. She easily sneaks in because she'd been given all the keys by the Hero League when she became the protector of Hiddenville. She lies to Max that President Kickbutt asked her to join him. The jail guard, Officer Bosco, puts anti-superpower ankle bracelets on Max and Phoebe before letting them into the cells with the kids because they have a no-superpower policy.
The twins find three supervillain kids:
- Gale Force - She is a Human Wind Tunnel. Her superpower is blowing a mighty wind. She once destroyed an entire city by causing a corn tornado, or as she calls it, "cornado!"
- Maisie - Her superpowers are telepathy and telekinetic tickling. She knows Phoebe's name instantly and later threatens Phoebe, saying that she knows where Phoebe sleeps.
- T-Bone - He has magnetic superpowers that let him pull anything like a magnet would attract metals. He once dropped a satellite on his gym teacher's car.
Max starts talking to the kids but they laugh at him for not being "bad" enough like they are. They make fun of Phoebe, calling her Max's mom despite Phoebe reminding them multiple times that she's Max's twin sister. So, Max tries to prove to them that he was very evil by telling them some of the bad things he's done. He mentions a time he trained a kangaroo to kick a news reporter. He also tells them about the time he hacked Tech Rider's super-cycle with Phoebe on it, causing Phoebe to almost fall off the cliff. Max goes ahead and tells the kids about how he worked with Dark Mayhem in an attempt to take over Hiddenville... but then he broke Dark Mayhem's trust and helped Phoebe defeat him.
The kids are impressed with Max's evil deeds and wonder why he turned good in the first place. This gets Phoebe even more worried. She tries to convince Max to stop making evil sound cool and reminds the kids that Max actually turned good and is good now. She gives the kids pens to write down what they've learned. Max takes away the pens from the kids and pulls Phoebe aside. He tells Phoebe she shouldn't have given the pens to the kids because they could use them to unlock the anti-power ankle bracelets. The twins check the pens they got back from the kids only to realize that one of them is not a pen but a straw. Maisie has the real pen.
Maisie unlocks her ankle bracelet and helps the others unlock theirs as well. The kids start attacking Max and Phoebe. Gale Force blows the twins to the wall while Maisie telekinetically tickles Phoebe making her very uncomfortable. T-Bone magnetically activates lasers, locking up Max and Phoebe in a cell. The kids threaten that the Hero League will never see Max and Phoebe until they agree to their demands. T-Bone starts writing down the demands.
While locked inside the laser-reinforced cell, Max asks Phoebe why she had to ruin everything and why President Kickbutt allowed her in the first place. Phoebe admits that she wasn't actually sent by Kickbutt. She reveals that she was worried about Max spending time with Villains. Max acts disappointed that Phoebe thinks he's always going to be evil. He thinks quickly and tells Phoebe that she's right - he's evil. People never change. Max tells the kids he can help them learn how to break out of there. He asks them to let him out so that he can help them get the escape code from Phoebe since Phoebe has all the security codes in Metroburg. They let Max out. Maisie starts tickling Phoebe to convince her to surrender the code. Phoebe starts telling them the code as she cries out asking Max why he had to turn back to evil. Max then says he did it to distract the kids so that he could break his own anti-power ankle bracelet. He attacks the kids with telekinesis and helps Phoebe escape. The kids turn against both twins. T-Bone magnetically pulls Phoebe's arm making it useless. Phoebe then uses her other arm to telekinetically deflect Maisie's tickling to tickle T-Bone instead. Max and Phoebe quickly put the anti-power bracelets and on T-Bone and Maisie. The twins try to put the last ankle bracelet on Gale Force but it proves to be very difficult because of her wind power. Max struggles to put on the bracelet on Gale Force while Phoebe pushes him using telekinesis to help resist Gale Force's wind. They finally succeed in stopping the kids.
After the dust settles, the kids wonder why Max seems to enjoy doing "evil" things if he's really a superhero. Max explains that being a superhero doesn't mean not having fun. They can still use their powers and have as much fun as they want without having to be evil. This convinces Gale Force and T-Bone to try being superheroes if they can still have fun. Maisie refuses to make a commitment and says she'll think about it.
Max wonders why Phoebe didn't trust him and she explains that she was worried of losing him to the dark side again. Max reminds her that once he makes a promise he sticks to it. He realizes that Phoebe knows about the cupcakes. The exchange smiles as they prepare to leave, knowing that they've turned two potential supervillains into potential superheroes.
Nora and Billy are playing a phone app game similar to Pokemon Go which places shows "insects" at various places in the house and the player has to go to that specific location to squish the insect on the phone. Chloe is also playing a different app, also about squishing insects.
When Barb and Hank hear the kids talking about insects on the couch, they get concerned that their house might be infested but they realize that the kids are just obsessed over a phone app. The parents get concerned that their kids are spending way too much time playing on their phones. They ask Billy, Nora and Chloe to stop playing on their phones and go play outside with sticks but the kids refuse.
After a while, the kids' phones go missing. They call President Kickbutt asking her to send the Z-Force to stop the thieves but Kickbutt reveals that the Z-Force is busy at the center of the earth trying to stop a radioactive worm. Hank and Barb admit to have hidden the phones so that the kids can go play outside. The kids half-heartedly agree to play outside.
Just before the new episode of Cupcakes, the parents realize that their TV is missing. The kids make fun of them using some "sticks" puns but they finally admit hiding the TV until the parents give back their phones. Barb and Hank try to stay strong but they don't want to give up their favorite dessert eating reality show. So, they agree to Nora's demands and give the kids their phones back. Chloe teleports the TV back in. She actually brings in the wrong TV, but the parents don't mind at all. Barb and Hank start questioning their parenting skills. They compromise by asking the kids to play with the phones outside. Unfortunately, Chloe gives them spoilers about who won in the Cupcakes episode.
- Kira Kosarin as Phoebe Thunderman
- Jack Griffo as Max Thunderman
- Addison Riecke as Nora Thunderman
- Diego Velazquez as Billy Thunderman
- Chris Tallman as Hank Thunderman
- Rosa Blasi as Barb Thunderman
- Maya Le Clark as Chloe Thunderman
- Dana Snyder as Dr. Colosso (voice)
- Daniele Gaither as President Kickbutt
- Kate Alberts as Gale Force
- Isabella Marino as Maisie
- Kezii Curtis as T-Bone
- Jackee Harry as Officer Bosco
- Max tells the Villain Kids about the time he took control over Tech Rider's super-cycle while Phoebe is riding it in No Country for Old Mentors.
- Phoebe and Max tell the kids about Max working for Dark Mayhem but later helping Phoebe take him down in Thundermans: Secret Revealed.
- The story centers on Max having committed to become a superhero in Thundermans: Secret Revealed.
- The anti-power ankle bracelets were first seen in Nothing to Lose Sleepover.
- Kate Alberts who plays Gale Force stars in Danger & Thunder as Emma.
- The family's continued mistrust in Max despite him being a superhero now is shown in Come What Mayhem and Thunder in Paradise, when it is revealed that he was never told about the secret weapons vault.
- The title is reference to the Netflix Original series, Orange Is the New Black.
- This episode proves that Max and Phoebe are ticklish.
- 11th episode filmed for Season 4
- After Phoebe checks the security monitor video, the party button moves from one end of the desk from the other as Colossus turns around.
The point is: you're never too little to change, no matter what you've done.
— Max and T-Bone
— Introducing The Villain Kids