" What the... " Millie said quietly as a response to what she just saw. She had snuck into the closet of Phoebe's room to find evidence of the stalker shrine she must have had so that she could blackmail her. But before she could find it, she had found Phoebe's diary instead. And when she read the diary, she was shocked at what she found out.

" MILLIE! " Phoebe exclaimed at seeing her with her diary. Instead of getting scared, Millie turned around instantly and exclaimed, " You knew?! " There was a shocked silence as both of them tried to process what had happened. Phoebe said timidly, " Um... "

Millie exclaimed while walking towards her, " You KNEW Mr. Kat was an alien the whole time and didn't try to TELL me?! So all this time I could've had someone to talk to, but DIDN'T because you LIED to me?! "

There was another shocked silence, and Millie gasped and put her hands over her mouth.

" You knew, too?! " Phoebe exclaimed, but without anger. " Why didn't YOU tell ME?! " There was another silence as the two of them realized that they were not as alone as they had always believed.

No longer angry, Millie sighed sadly. She was standing right in front of Phoebe, who looked just as sad as her. " I'll go first... " Millie said reluctantly. " I didn't tell you I knew because I thought that you didn't, and I wasn't sure how you would react. I didn't even know if you'd believe me!... And I didn't know if I could trust you to keep it all a secret... "

Phoebe sighed sadly, feeling like it was all her fault that she had no one to talk to about Kat. She said, " I'm sorry. It's all my fault. I didn't think you knew, either, and I didn't think you'd ever believe me about it! I thought you'd just call me crazy and gullible and say I'd believe Coop about anything! If I knew that you weren't oblivious about it, I would've told you the truth immediately... I can't tell you how relieved I am that I finally have someone to talk to! It was so lonely being a secret secret keeper... as you'd probably know... "

After some hesitation, Millie asked, " So how did you find out? " They sat down on Phoebe's bed together, and she explained, " I've always been suspicious of Kat. Ever since I first saw him, I knew that he was bad news! I mean, he's got PURPLE SKIN AND BUG EYES, it doesn't exactly take a ROCKET SCIENTIST to figure it OUT! But I got much more suspicious after we spent quality time together after I won the bet because you ate all the Greenie Girl cookies... remember? " Millie exclaimed, " You've known for THAT LONG?! " since that was only a week after she adopted Kat.

Phoebe nodded. " It was pretty clear to me that day that Kat wasn't a normal cat. He even walks upright sometimes, for crying out loud! Why on Earth would a cat be so much like a human?! Well, that's what I wanted to find out. So I hid a camera in the tool shed disguised as something else. And with that footage, I was able to find out everything I needed to know! "

Millie gasped and said, " So that's what all those tapes were! " since she had seen a bunch of tapes in the closet after pulling down the curtain hiding them. Looking down in shame, Phoebe asked sadly, " Are you mad at me? " She hoped Millie wouldn't get upset with her. Feeling sorry for her, Millie humored her, rolled her eyes and said cheerfully, " No. Sure, it's an invasion of privacy, but I barely ever come there, and it's not ME you're spying on, so it's not really my problem anyways. And I don't blame you for being curious about what he's up to. "

Phoebe asked, " So... how did YOU find out? " Millie said cheerfully, " Oh, I've known all along! From the moment I met him, it was obvious that he wasn't a normal cat! I mean, come on, he's a hairless purple cat with alien eyes, how much more obvious could it be? I was in denial at first, but when his collar blew up outside the house and my brother almost said he was an alien, it proved to me that he wasn't from this world, and I've been covering for him ever since. "

" Why didn't you... I mean, why did you adopt him, then, if you knew he wasn't a normal cat? " Millie said happily, " At first, it was because I thought he was cute! I'd never meet another cat as cute and huggable as him! Then I figured out that an alien would be the coolest pet EVER! Just look at all the cool things he can do! He can shoot lasers out of his fingers! How is that not awesome?! And that's not even getting into how sweet he is to me! I know he doesn't like my tea parties and dress-up, but he clearly loves me! He even saved my life, more than once! Sure, he's got some crazy ambitions that would impact my life in a bad way, but that's just because he's out of touch with reality and the consequences of his actions, so I don't hold it against him! He can't help that! That's just who he is, and I love him anyways! In fact, if he wasn't an alien, I don't think I'd love him nearly as much as I do right now! I love him because he's special, unique, one-of-a-kind, and makes my life so muchmore fascinating and exciting! I couldn't get all that from just a normal cat. I'd be able to replace him in a heartbeat, and he wouldn't be nearly as special. "

" But why did you decide to keep him after finding out he wanted to murder your brother and enslave THE ENTIRE HUMAN RACE?! " Phoebe glared at her after she said that. Knowing that armor-piercing question would be asked eventually, Millie explained while looking guilty, " I HAD to keep him... You see, Coop is the only one who can find out what he's planning and keep him under control. But he can't do that if Mr. Kat's not living with him! That's why I have to keep him as my pet! My job is to keep Mr. Kat where Coop can keep an eye on him, so that he can find out his plans and stop them! And the only way I can keep Mr. Kat in my family is to cover for him as much as I can... which happens to mean blaming Coop for things he didn't do, but if it's necessary to keep him from taking over the world, it has to be the right thing to do! I know it stresses out Coop, but I don't have any other choice. "

At first, Phoebe resented Millie for getting Coop in trouble for doing the right thing, even when she clearly didn't have to, because she viewed it as Millie being a traitor to the hero of the world and the entire human race. But after hearing that Millie was doing it to keep Kat from taking over the world and was actually feeling guilty, Phoebe begin to reconsider her feelings on the matter. " Are you mad at me? " Phoebe realized that Millie was scared, and her guilt about betraying Coop was more obvious than ever.

Feeling sorry for her, Phoebe sighed and said, " No. I'm not mad at you. I'm mad at Kat, and the circumstances he put you in that forced you to do this... I doubt it's easy for you, having to lie about everything all the time. " They both stood up from the bed.

Millie agreed, " Yeah! It's a tough job, pretending to be an oblivious moron all the time, making myself look like an idiot to cover for my pet! I'm stuck doing a job that Coop doesn't respect me for and lying to people I care about who don't even realize how necessary I am. "

Phoebe said enviously, " At least you have an important purpose in this world. At least you actually matter. At least you have a job to do that gives you self-respect, satisfaction and a sense of accomplishment! All I am is a stalker. " Millie felt sorry for her, since it was clear that Phoebe was far more upset than angry.

" I'm trapped as the girl that the hero screams at seeing and doesn't wanna be around, and there's absolutely nothing I can do about it! No matter how much I apologize and try to make amends, he's always gonna think of me as his creepy stalker! He won't even let me be his friend! If I could turn back time and do it all over again, I wouldn't have treated Coop the way I did. All it did was make him and Dennis hate me, and ruin my chances of ever being important to the world!... Oh, sure, I was important, at one point. I pushed Coop out of the way of a falling chandelier in the House of Horrors when nobody else would. I saved his life, and by extension, I saved the world! If I had never existed, Kat would've taken over the world after crushing Coop with a chandelier!... But if I had stopped existing after that day, would the same thing happen? NO! I saved the world, ONCE. And now I'll never be able to save it again! I fulfilled my purpose in life on that day, and now I'm completely and utterly USELESS!... I'm never gonna be important again... You have no idea how worthless it can make you feel, when your crush is the HERO and you're NOTHING! "

Tears welled up in her eyes after she broke down in front of her, and she looked ashamed. Tears escaped her eyes, and she was shocked at Millie hugging her almost instantly. Knowing that she wanted to be comforted, Phoebe returned the hug with her eyes closed, appreciating it. Millie thought in disappointment, " I guess my situation isn't that similar to hers, after all... I had no idea how much it was hurting her... "

Trying to make her feel better, Millie said, " I'm sure you'll be useful again some day! I-Imagine this. Imagine that Mr. Kat made a ray gun that brainwashed Dennis and Coop into never bothering him again. He wouldn't have brainwashed you, because he doesn't know you know he's an alien! So, should a situation like that ever arise, you'll be the only one who can stop him! It'll all be up to you! So you're not useless! You're the BACK-UP HERO! If anything happens to take the heroes out of commission, you can step up! All because Mr. Kat doesn't know you know, so he won't be prepared to deal with you as an enemy! There are plenty of potential situations where you'll be the only one who can save the world, and it's YOUR JOB to keep an eye out for them, because you never know when it'll be YOUR TURN to save the world!... And if you're not satisfied with that, I'm sure you'll be fighting Mr. Kat with Coop's permission eventually; whether it's because you told him you knew, he found out on his own, or, hey, maybe you got lucky and saw something alien in front of him! Who knows what could happen in the future?! Just be patient, and I'm sure things will work out just fine… "

Phoebe listened intently to what Millie was telling her, and realized that she was right. After a few seconds, Millie stopped hugging her, and said with a nervous smile, " And look on the bright side! At least now you have someone to talk to! We can hang out at your house and talk about Mr. Kat when we're alone! I'll tell you everything I found out from my experiences, and you'll tell me everything you found out! Won't that be great?! "

Phoebe smiled, wiping away the last of her tears and thankful that Millie hadn't lost any respect for her for it. " I'm looking forward to it already, " she said with relief and excitement. Millie continued happily, " We can watch your tapes together and have ourselves a little movie night! We can even make this a regular thing! How about it? " Millie held out her hand. " Friends? "

Phoebe still wasn't that fond of Millie, since Millie was an annoying spoiled brat who made Coop's stressful life even worse than it needed to be. But she was also the only person she could relate to when it came to being a secret secret keeper, and she was so lonely that any friend would do, even if that friend was her old rival. And Phoebe was really excited about getting new information about what Kat's been up to, since she had always been extremely curious about Kat, and if going from frenemies to friends with Millie was what it took, it was all worth it. So after a second of hesitation, Phoebe shook Millie's hand and said, " Friends. "

After yet another hug, Phoebe smiled and said, " T-Thank you. " There was a silence, and Millie asked playfully, " So, are you mad at me for reading your diary? " Phoebe said with her hands on her hips, " Only if you don't tell me exactly what you read! " taking it very seriously.

Scared, Millie answered nervously, " I read very little of it, Phoebe! The last page that was written in, that's what I saw! All I really remember from it was you mentioning Mr. Kat's an alien. I think I only read like three sentences before I read that and stopped! So I didn't read anything too personal. " Phoebe sighed in relief. " Good, " she said with a smile.

" And... why were you in my closet in the first place? " she asked with her arms crossed. Millie stammered nervously, " I... wanted to find out if you had a, y-y-you know, stalker shrine... " shaking and practically whispering from fear. She was frightened of offending Phoebe by calling her a stalker, and hoped she wouldn't get hurt by her because of it.

Phoebe was annoyed with her, but since Millie was clearly afraid of her, she sighed and said reluctantly, " It's okay, I'm not gonna hurt you for it... I don't blame you for being curious... It's still none of your business, though. "

Millie asked playfully, " So do you have one? " with her hands behind her back. She was hoping that being told another secret would bring her and Phoebe closer together. Phoebe sighed and admitted, " Yes... " using annoyance to mask her embarrassment and shame. " Don't tell anyone, " she said quietly in a warning tone. Millie said cheerfully, " I won't. "

" It's nothing, really, just a few pictures I took of Coop or, uh, got my hands on... I know what you're thinking, and DON'T SAY IT! I'm NOT creepy, Millie!... Just lonely... " She whispered her last sentence with downcast eyes, showing her shame and looking upset again.

Feeling sorry for Phoebe, Millie said with a nervous smile, " There's nothing wrong with having a few pictures of someone you admire! Plenty of people do! " Phoebe didn't agree with her, but she still appreciated what she said. " Thank you, " she said reluctantly, still with her arms crossed.

Millie smiled, relieved that Phoebe didn't misinterpret what she said as condescending or insulting sarcasm. Phoebe asked, " So... wanna watch a movie or something? " She still had her arms crossed, but she wasn't upset anymore. Millie said with a smile, " I'd love to. "

And that was the start of their friendship. They went from rivals competing with each other over the slightest of things, to friends. Phoebe would invite Millie to go swimming with her on multiple occasions after that, including when a heat wave hit Bootsville because of a certain alien's inventions. On the one hand, Phoebe had to learn to keep her fierce hatred of Kat to herself in front of Millie, who would always defend him in response to it. So she was rather disappointed that she didn't get someone she could vent to about Kat. But on the other hand, Phoebe and Millie finally had someone that they could be completely honest with. For the first time in their lives, they actually had friends. Having someone else to talk to about Kat was a tremendous load off for Phoebe, and especially for Millie, since the stress of pretending to be oblivious was getting too much to handle until Phoebe came along and she stopped being nervous about it. Of course, it was a shaky transition, with Phoebe and Millie still competing with each other on occasion, but they both knew that they didn't have anyone else they could always rely on. That day changed their lives forever.