Will receives the power of super strength, and becomes a hero at school, attracting hottie, soon-to-be girlfriend Gwen. Gwen calls Will and asks if she can come over with a few friends. Seeing that his parents aren’t home, Will readily accepts. Everyone comes over, so Will’s house turns into a massive rowdy party. Gwen, seeing that she can’t get anytime alone with Will, seduces him into taking her to his father’s inner sanctum. After they are alone, Layla crashes the party looking for Will. Gwen is nasty to her and Layla runs off. Will sees this and breaks up with Gwen. Josie and Steve Stronghold come home and find that the party, and get rid of everyone. They then punish Will, and stop him from going to the Home Coming Dance. Everyone goes to the Home Coming Dance, including Steve and Josie who are the guests of honour. Will is looking through his father’s yearbook and realises that Gwen is related to Sue Tenny, the evil girl from his father’s year that disappeared. He then realises that the Pacifier is gone and the whole party was a setup for Gwen to grab it. He calls Ron Wilson - Bus Driver to pick him up and they fly to Sky High. Meanwhile, Gwen reveals herself as Royal Pain and turns all the people at the Dance into babies with the Pacifier. The only ones that escape are Warren, Layla, Zach, Ethan and Magenta. They meet up with Will, who confesses that he was a jerk to them and apologises. Gwen’s followers, Penny, Lash and Speed, battle with everyone while Will goes to battle Gwen/Royal Pain. Will finds out that Gwen is Sue Tenny/Original Royal Pain and that she was turned into a baby by the Pacifier when battling with Will’s dad and that she was raised by Stiches to be evil. Her plan was to turn everyone into babies so that they could be raised as villains in her very own Villain Academy. They battle in the gym and Will is shot out of the window to fall to his doom when Layla and Warren come. Will flies back to the gym and defeats Royal Pain. Royal Pain then activates the device that stops Sky High’s from floating and it falls out of the sky. While Magenta morphs into a guinea pig, crawls into a small tunnel and chews through the wire of the device to stop Sky High from falling, Will flies under it and tries to stop it from falling. This combination stops the falling, and Sky High is retuned back to its original state. Will and his team are congratulated for saving the day and everyone is turned back to normal.