Sky High

In a world

full of superheroes,

there are two

that stand above the rest:

the Commander and Jetstream.

His super-strength makes him

pretty much indestructible.

She has the power of supersonic flight

along with a total mastery

of unarmed combat.

By day, they live

as Steve and Josie Stronghold,

the top real estate agents

in the metropolis of Maxville.

But whenever duty calls, they are

the Commander and Jetstream.

Me, I have my

own names for them:

Mom and Dad.

That's me in the middle.

You look at them and see

the defenders of the world.

All I see is my dad

wearing tights.

Don't get me wrong. It can be cool

to have superhero parents,

like when Mom picks up awesome takeout

on her way home from work.

On the other hand,

living up to the family name

means that I'm supposed

to save the world someday.

Here we go.

I just have

one small problem.

Come on.

Come on.

Exactly what we want to hear.

Well, that was Bert Timmerman

and he is buying the colonial

on Pine Terrace.

Above asking.

No contingencies.

Honey, I know that selling real estate

is just our cover,

but I think we're in line to win

that sales trip to Hawaii.

We haven't been to Hawaii since

King Kamehamayhem set off that volcano.

Think of it, Josie:

you, me on the beach,

no exploding volcanoes.

Mmm, I can feel the sand

in my toes already.

Will is gonna be down

any minute.

Hey, it's his first day of school.

Where is he?

Will?

Will?

Oh! Ah!

Come on, buddy.

Let's get moving!

Two hundred!

Oh, hey, Dad. Just trying to

get a few sets in before school.

Low weights, high rep, huh?

Good thinking.

Don't want to bulk up.

Nah, going more for definition.

Big day, huh?

Will?

I just want you to know

how proud I am

that you'll be attending

my alma mater

and someday following me

into the family business.

Real estate?

Right.

Real estate.

On a more serious note, son,

I know that every kid

thinks his dad's invincible

and I nearly am,

but who knows?

Maybe the next time I punch

a meteor hurtling toward Earth,

I'll be the one who shatters

into a million pieces.

I- I guess all I'm trying

to say here, Will,

is it's nice to know

that whatever happens to me,

you'll still be around

to save the world.

- Looking forward to it.

- We all are.

- Oh! Hey!

- Oof!

- Good morning, Mrs. Stronghold.

- Mornin'.

I noticed you had

recyclables in the trash.

I took the liberty

of moving them for you.

Thank you, Layla.

You hungry?

I've got plenty of eggs, bacon.

No, thanks. You know how my mom

can communicate with animals?

Apparently, they

don't like being eaten.

- How about some juice?

- Great.

He's on his way.

Oh, hi, Layla.

- Good morning, Commander.

- Commander, huh?

Oh. Thanks, Layla.

I can't believe you and

Will are starting high school.

Seems like yesterday you two

were swimming naked in the kiddie pool.

Mom! Hi, Layla.

Thank you.

Josie, it's... the other one.

Go.

I see.

Thank you, Mayor.

There's trouble downtown.

Big trouble. Downtown.

Oh, shoot, and I really wanted

to see Will off to the bus.

I remember his first day of preschool.

He wouldn't let go of my leg.

- Mom!

- Oh.

Josie.

Oh, Will, uh, a reminder.

A lot of the kids at Sky High

will only have one

superhero parent, not two,

so take it easy on them, huh?

No showing off.

Aw, Dad. Not to worry.

I'll keep it low-key.

Mrs. Rivera?

Josie Stronghold.

I'm gonna need to reschedule

that open house.

Great.

- Steve!

- Gotta go!

...reports

of a situation downtown.

Let's check with a picture

from News Chopper Five.

Evil has struck our morning commute.

Here's a hint. If you're

traveling eastbound on the

you might think about

alternate routes.

Hang on. This just in. The Commander

and Jetstream are on their way.

Are you sure he'll be OK?

What if he forgets his lunch?

Josie, Josie, you've got

to stop babying the boy.

You're right, you're right.

Left. Left!

- Circle back around!

- I'm on it.

- Release!

- Launch!

Oh!

And the robot goes down!

He's plucking out a souvenir

from another successful battle.

What a team!

The Commander and Jetstream.

How does it feel

to save the world again?

- What would we do without them?

- They are good.

Now, I know it's just our first day,

but I already can't wait to graduate

and start saving mankind.

And womankind.

And animalkind.

- And the rain forest.

- Of course.

- Hello, kids.

- Hi, Mrs. Kibbitch.

I just feel really good about this year.

Yeah. It should be great.

- Morning!

- Mornin'.

Is this the bus to Sky High?

Shh! What are you, crazy?

Do you want every supervillain

in the neighborhood to know we're here?

No, no. Sorry.

What's your name, freshman?

Um, Will Stronghold.

The son of the

Commander and Jetstream?

Everyone! It's Will Stronghold!

Son of the Commander and Jetstream!

I'm Ron Wilson,

Sky High bus driver.

If I can make your journey more

comfortable, let me know. You two! Up!

The seat behind Ron Wilson

belongs to Will Stronghold.

It would be an honor.

It's fine.

You don't have to.

No, I want to.

You're third generation, man.

Magenta, get up.

- Why? He only needs one seat.

- So he can sit with his girlfriend.

Layla? No, she's just my friend.

Yeah, totally.

He's like my brother.

Oh, well, in that case, hi.

I'm Larry.

Yo, Will. Hey, how you doin'?

Hey, Layla.

How you doin'?

How was your summer?

To be honest, it was tough, man.

T- U-P-H.

I was seriously sweatin' it.

My dad going, "Zach,

I powered up before

I started shaving. "

And here's me, dude,

halfway through August,

and zip.

Oh, so you... You don't

have your powers.

You think I'd even

show up today if that happened?

No. No, no.

Woke up a few days ago

and... bam!

That's great.

So, what-what is it?

You have to wait and see

like everybody else.

But it's awesome, man.

It's awesome!

Come on. It's not like you

ever powered up in front of us.

Sorry!

Morning!

That's everyone.

Next stop, Sky High!

Where are we?

Hang on back there!

We're goin' off-road.

Here we go!

Yee-hoo!

Pfff! Freshmen.

There she is.

Sky High.

Kept aloft by the latest

in antigravitational propulsion.

She is in constant motion

as a precaution against those

who otherwise might

have nefarious plans,

her location supplied only

to a few highly qualified individuals

such as myself,

Ron Wilson, bus driver.

Smooth and easy.

Whoa!

Sorry!

Word of advice.

Don't miss the bus,

'cause the bus waits for no one.

Except for you, Will Stronghold!

You ever running late, running early,

or you just want to talk...

- ... give me a call.

- Thanks, Ron.

Seriously.

- Yeah! Freeze-Girl!

- Hello, freshmen, don't be shy

Welcome newbies

to Sky High!

Juniors, seniors, all the rest

We're back to school

Sky is the best!

Ready, one, two, three.

Whoo! We're number one!

- Sky High! We're...

- I hate that cheer.

Speed, round 'em up, OK?

Hey, freshmen!

Your attention, please.

I'm Lash.

Uh, this is Speed.

As representatives of the Sky High

welcoming committee...

We'd be happy to collect

that $  new student fee.

Um, there was nothing about a

new student fee in the handbook.

OK, guys. Very funny.

I'll take over from here.

Hey, everybody.

I'm Gwen Grayson,

your student body president.

I know you're all going

to love it here at Sky High.

I know I have. I've

just had the greatest experience...

...but there are a few rules that

I just want to let you guys know.

First of all...

If you can remember

those few simple rules,

I promise you will not fall

off the edge of the school.

Follow me inside for orientation.

- Rules? What rules?

- Weren't you paying attention?

Good morning.

I am Principal Powers.

On behalf of all

the faculty and staff,

welcome to Sky High.

Yeah!

In a few moments you will

go through Power Placement

and your own heroic journey

will begin.

- "Power placement"?

- Sounds fascist.

Power Placement: it's how

they decide where you go.

The hero track

or the loser track.

Th-th-there's a loser track?

I believe the preferred term

is "Hero Support. "

For now, good deeds and good luck.

Let the adventure begin.

Comets away!

All right, listen up.

My name is Coach Boomer.

You may know me as "Sonic Boom. "

You may not.

Here's how Power Placement

is gonna work.

You will step up here

and show me your power.

And, yes, you will do so

in front of the entire class.

I will then determine

where you will be assigned.

Hero or sidekick.

Now, every year there are

a few students

or, as I like to call them,

"whiner babies,"

who see fit to question

and to complain

about their placement.

So let's get one thing straight.

My word is law.

My judgment is final,

so there will be

no whiner babies.

Are we clear?

I said, are we... clear?!

Yes, Coach Boomer!

Go-time!

You! What's your name?

L- L-Larry.

Little Larry.

Get up here.

What's humiliating him

going to prove? This is so unfair.

If life were to suddenly get fair,

I doubt it would happen

in high school.

Car!

Big Larry. Hero!

So he's good.

But I'm better.

Did I say

you were next?

Name's Zach, Coach Boomer.

Try not to drop your clipboard.

Any day now, superstar.

- I'm doin' it.

- Doin' what?

- I'm glowin'.

- I don't think so.

Well, it's easier

to see in a dark room.

Turn off these lights, cup your hands

around your eyes and look real close...

- Sidekick!

- Are you sure you don't want to just...

Sidekick!

You! Front and center!

Let me start off by saying

- what an honor it is to...

- Is that your power? Butt-kissery?

Very funny, sir. I've heard

you had a wicked sense of...

- Shut up and power up.

- Right away, sir.

Say, that's

pretty impressive...

...for a Popsicle! Sidekick!

Hero!

Side... kick!

Super spit?

Sidekick.

Acid spit.

Hero!

Ho! Hero!

And a handsome one at that.

Get out of here, knucklehead!

Purple kid. Let's go.

- What's your shtick?

- I'm a shape-shifter.

OK. Shift it.

- A guinea pig?

- Yep.

Not even a swarm

of guinea pigs?

Uh, no.

Sidekick. Shoo!

- Bite me.

- You. Flower child. Let's go.

Uh, I believe in only using my powers

when the situation demands it.

Well, you're in luck.

This is the situation,

and I'm demanding it.

But to participate in this test

would be to support a flawed system.

The whole hero-sidekick dichotomy

only serves to...

Let me get this straight.

- Are you refusing to show your powers?

- It's more complicated.

Sidekick!

We'll pick it up right after lunch,

starting with you.

That's not cool.

I tell you, Boomer will regret

making me a sidekick.

I tell you, Boomer will regret

making me a sidekick.

All right?

Someday it'll be dark,

he'll be all alone,

walking to his car.

He'll drop his keys, and I

won't glow to help him find 'em.

You got a problem with me?

- Uh, no.

- No what?

No, sir. No, sir! No, sir!

Just messin' with you, sidekick.

You're not supposed to use your powers

outside of the school gym!

The cafeteria staff requests

sidekicks stop ordering hero sandwiches.

Am I crazy, or is that guy

really looking at me?

- Dude.

- What?

- That's Warren Peace.

- That's Warren Peace?

- Yeah.

- I've heard about him.

His mom's a hero and his dad's

a supervillain. Baron Battle.

Where do I come in?

Your dad busted his dad.

Quadruple life sentence.

- No parole until after his third life.

- That's great.

My first day of Sky High, and

I already have an archenemy. Hmm.

Is he still lookin'?

- No.

- No?

No.

I thought you said

he wasn't looking.

A reminder: There is

no smoking on school grounds,

or freezing

or bursting into flame.

I'm...

Will Stronghold.

Aha! Mind reader!

No. Name tag.

Right. Uh...

Uh, these are my friends.

That's Zach.

- What's up?

- And...

Layla. Got it.

- I'm Gwen.

- Hi.

- I love your skirt.

- Th-Thanks.

- How's Power Placement going?

- Um... great.

I'm not surprised.

I need a freshman rep

for the homecoming committee...

- ... we could talk about it over lunch.

- I eat lunch.

How cute is he?

- I guess I'll see you guys around.

- Yeah.

- Bye.

- Bye.

I don't think she

really liked my skirt.

See you.

And thanks for the swirly.

- What's up, guys?

- The kid, uh,

looked a little dehydrated.

How about it, Stronghold?

You gonna hang with us this year?

Help us bring some pain

to the sidekicks?

That sounds like... fun.

Hmm.

Good man.

See you around.

OK.

...what it actually is...

What do you mean, you don't

know what your power is?

Well, uh...

I got it. You're messin'

with the coach.

Just like your old man! Car!

- Wow!

- That was close!

Are you insane?!

I don't have super-strength!

Oh, I get it.

You're a flier, just like your ma.

Why didn't you say so?

Whoa!

Quit messin' around.

I haven't got all day.

- What's your power?

- I don't have one.

Stronghold.

Siiiide...

...kick!

Hmm. I remember doing this to

your father when he was just your age.

Kicked me through that wall!

You, uh, haven't called him yet,

have you?

Like I want to be the one to tell the

Commander his son has no powers?

Ooh!

Let's... Let's take

a look at that chest.

Well, nothing

seems to be broken.

Except for me

not having my powers.

Well,

maybe you're

just a late bloomer.

You could get one of them or both.

Your mother's flying

or your father's super-strength.

But when?

The kids who get bit by,

uh, radioactive insects

or fall into a vat

of toxic waste,

their powers usually show up

the next day. Or... they die.

Ooh, lookit.

But kids who

inherit their powers...

...well, impossible to say.

But I will get them, right?

Many sidekicks

are the offspring

of one super-parent, mmm,

and one ordinary parent.

Hmm!

But there are cases, rare,

yet not unheard of,

where the child of two

super-powered parents,

mmm-mmm,

never acquires

any... powers

whatsoever.

There are?

Like who?

Well, I know of only one.

Ron Wilson, bus driver?

There he is.

There he is now.

A three-and-a-half bath Victorian

with original crown molding?

You bet we'd love to take

a look. How's, uh...

When do we brief the president

on supervillain infiltration of the IRS?

President would be Monday.

Tuesday? Great.

No, thank you, Linda.

Hon, dinner's almost ready. Could you

stop playing with your robot eye

- and help set the table?

- Sure.

- Oh, there he is!

- Hey.

- Man of the hour!

- Well, how'd it go?

Um, Dad, we need to talk.

You mean a little

hero-to-hero talk?

I think I know just the place.

Come on.

Hon?

- OK, so, Dad...

- Oh, this isn't the place, Will.

This...

...is the place.

No way! The secret sanctum?

You know, I'll never forget

my first day at Sky High.

Your grandfather

finally trusted me enough

to give me the key

to his secret sanctum.

'Course, in those days,

we still used keys.

Go ahead, son.

I already added your

biometrics this morning.

Oh, Will, one thing.

'Course, you must never ever

bring anyone into

the secret sanctum.

That's why it's called

the secret... sanctum.

Uh, I would never.

Go for it.

Oh, this one's mine, Will.

- You can use Mom's.

- Sorry.

No way.

You've got a pool table?

How about the pinball machine?

- Man.

- Let's see. Where do I start?

Uh, I don't know.

Over here we got Mom's stuff.

Uh, scientific equipment,

gadgetry, whatnot.

Will? Oh. Yeah.

All our greatest battles.

Our finest moments.

Ticranium's head.

Exo's number one bug-bot.

- And is this, uh...?

- Royal Pain's Pacifier.

Now that was

a great day, Will.

The first time your mom and I

ever teamed up to fight evildoers.

Soon as she came smashing through the

window, I knew she was the one for me.

I wish you could have seen us.

We were fantastic!

Royal Pain got his,

and I got the Pacifier.

And this is

my proudest possession.

- Oh. Well, it's amazing.

- Well.

- What's it do?

- No idea.

So this is it.

It's all down here.

Our story, your mom and me,

of, well, kickin' butt

and takin' names, huh?

But now it's time

for a new chapter in the story.

The three of us,

fighting crime together

side by side... by side.

Now, what was it you

wanted to tell me about?

Oh, um...

...that I'm gonna

kick your butt at pool!

- Well, we'll see about that!

- OK.

Choose your weapon, sir.

I'll break.

- There it is.

- You got the right one.

You were right.

He took it home.

Hey, he's got the ego

the size of a giant robot.

Uncle!

Uncle! Uncle!

- Hey, Layla.

- Hi.

So where were you after school?

I was worried.

I got stuck in the nurse's office.

And the news just keeps

getting better and better.

Turns out I may never

get my powers.

How'd your dad take it?

What was I supposed to do?

He showed me the secret sanctum.

You have to tell them.

My parents are the greatest

superheroes on the planet.

Everybody expects

greatness from me.

Well, you are great.

Thanks.

OK, so you're a sidekick.

It's not the end of the world.

When life gives you lemons...

Make apple juice?

I can't make lemons.

I don't know what it is.

Yeah, but see, no.

You have an awesome power.

You could have made hero easy.

I'm not into labels.

But why would you

choose to be a sidekick?

Because I think

the whole thing is stupid.

Dividing people into groups

like that. I mean...

- ... what is this?

- High school?

Apple?

Thanks.

Morning, class.

Welcome to Hero Support.

My name is...

...All American Boy!

'Course, nowadays...

Ooh!

...I just go by Mr. Boy.

But this year,

it will be my privilege

to help each of you become

the very best hero support

that you can be.

Without hero support,

why, there wouldn't be any heroes.

All right, there probably

would be heroes,

but they would be very lonely.

Lonely heroes indeed.

And...

Yes?

Uh, yeah, um,

when do we pick

our names and costumes?

Because I call dibs

on "Zach Attack. "

Well, you don't get to pick.

On graduation day,

you'll be assigned to your hero,

and then he or she will, uh,

decide what you will be called

and what you will wear.

I think this is mostly done in an

attempt to avoid clashing colors.

That's why when

I was paired with...

...the Commander,

red, white and blue it was,

which for me was a very

good thing because,

uh, as you can see, blue

really just makes my eyes pop!

- It's very dramatic.

- Huh.

Uh, excuse me. I didn't know

you worked for the Commander.

I worked with the Commander.

We were a team,

Mr... Mr... Stronghold!

Stronghold.

You Steve's son?

Yeah.

And he never

mentioned me to you.

I don't... I don't think so.

Makes sense.

That makes perfect sense,

because the Commander

does not have time to sit around

flipping through scrapbooks

that I took the time

to make for him.

No, the Commander's got to be

out there saving the world!

With your mom. Your mom.

- She ever mention me?

- Uh...

Incoming!

Oh, look. He does glow.

I told you.

Greetings.

Little misfire in the Mad Science Lab.

No need to panic, unless

you're a single-cell organism.

Mr. Medulla,

we in Hero Support

are trained never to panic.

My bad.

I'll get the nurse...

unless she's injured.

Ah!

Change... and ho!

Now you. Go!

Go!

Go!

Go!

Go!

Go back.

OK, number one.

"A radioactive zombie

is charging at your hero.

Do you hand him:

A) his silver-tipped crossbow;

B) a wooden spike; C)...

Yo, that's so weak, man.

I'm holding his crossbow.

Why can't I shoot him myself?

'Cause we're hero support.

And if your hero

asks for a crossbow,

- you hand it to him.

- Or her.

By the way, Zach,

you can't kill a zombie.

You can only re-kill him.

- Or her.

- If you kids are all in here,

who's out there

saving the world?

Dad. Why are you home so early?

After I stopped the Superdome

from collapsing,

I was watching the game

and got to thinking,

"It's been a while since Will and I

tossed the old pigskin around. "

I thought I'd hustle back home,

but I see you and Layla

have already made new friends.

It's an honor to meet you, sir.

- What's your name, your power?

- I'm Ethan, and I melt.

OK.

- Zach. I glow.

- I see.

Magenta. I shape-shift.

- Shape-shift!

- Into a guinea pig.

Great. Great.

Great. Great! Really great.

Well!

I make a mean tuna fish

salad sandwich.

- Anybody want one?

- No, no, no.

Pleasure meeting everyone.

- They're a good bunch of kids, Will.

- Yeah.

Can I ask you something, though?

Does that one kid really,

you know, glow?

Sometimes.

Boy, they have really lowered

the bar some for superheroes

at that school

since I went there.

Well, actually, he's a sidekick.

Oh. Well, that makes sense.

Yeah.

Actually, they're all sidekicks.

Good for you, son.

Kid of your stature hangin'

out with a bunch of sidekicks.

As a freshman?

I didn't have the guts.

And I can only imagine

what your grandfather

would have said if I'd have

brought some of them home.

You know, there's nothing wrong

- with being a sidekick, Dad.

- Oh, no.

Of course not.

I used to have one.

Saved my life once too.

Old... what's-his-name.

So then you would

be fine with...

...if I was a sidekick.

Well, yeah, sure, I guess.

Hey, hand me that mayonnaise there.

Well, that's good then,

because... because I am.

- Am what?

- A sidekick.

- Who is?

- Me, Dad.

Dad, I'm a sidekick, OK?

I washed out of Power Placement.

Washed out!

Boomer.

Couldn't make the big time,

so now he thinks

he can pass judgment on

some real heroes' kids, huh?

Oh, it's a power trip, Will.

That's all it is. Sonic Boom?

Try "Gym Teacher Man. "

No, Dad!

What are you doing?

I'm calling the school.

The tuition we pay them!

Dad, don't. Dad!

It's not Coach Boomer!

It's me, OK?

I don't have any powers.

But you never said...

I mean, you made it seem like...

Like I had super-strength

like you?

But I don't.

But you will, Will!

You're just...

You're just a late bloomer!

That's what it is!

Maybe. Maybe not.

But I don't care.

Because, really,

the fact of the matter is

I'm proud to be a sidekick.

Actually, I'm proud

to be hero support.

Uh, so I, uh, think we pretty much

covered the undead.

What's next?

What?

"Your hero flies north

at    miles per hour for    minutes.

His archenemy is tunneling south

at    miles per hour for    minutes.

Assuming your hero

has X-ray vision,

how long before he realizes

he's going the wrong way?"

All I ever wanted for him

was to save the world.

To just feel that once.

That's a lot to put on

a  -year-old's shoulders.

Oh, come on, Josie!

When I was his age, I could

put a truck on my shoulders.

Oh!

Honey, I know

you're disappointed.

So am I. You think I didn't

want to see my son fly?

- Or have super-strength?

- Or fly?

But we can't change who he is.

Not without dropping him

in a vat of toxic waste.

- Steve!

- Aw... Oh, no, no..

Where would we even find a vat of...

- Steve!

- I-I just, I'm thinking.

Will is a great kid.

This is not the end

of the world. OK.

So maybe we won't be

the Stronghold Three,

the greatest family of superheroes

the world has ever known.

But we will be

the Stronghold Three,

the greatest family

the world has ever known.

You're right.

You're right, and he can

always go into real estate!

Welcome to Sky Hi...

Come on, Ron.

Hey, big boy.

Where's your hat?

Hey, where's your hat?

If you're not gonna respect me,

at least respect the hat!

- Oh, pfff!

- Guys. Guys, come on.

Give Ron his hat back.

All right.

You're the sidekick.

Give him his hat back.

We'll catch you later,

Stronghold.

Hey, race you up the steps.

Thanks, Will.

Sure, Ron.

- Over here!

- Saved you a seat!

Hey, and I saved you a pudding!

- Hey, what's up?

- Hey, buddy. Check this out.

Whoa!

- Uh... sorry.

- You will be.

Let's not do this.

You think you can do whatever

you want 'cause your name's Stronghold?

I'm sorry my dad

put your dad in jail, but...

Nobody talks about my father.

Ah!

Oh, it is so on!

- Fight, fight, fight!

- Mr. Boy, do something!

I'm on it!

Principal Powers!

Principal Powers!

Principal Powers!

Principal Powers!

Principal Powers!

Fight, fight, fight!

Oooh!

Hurry up! Move out of the way!

Oh!

Where are your sidekicks,

sidekick?

Right here!

Yeah.

Leave them alone!

He's strong!

I'm strong?

He's super-strong.

Yeah, Will!

Now, who tripped me?

Stronghold!

What if I said it's not just her twin?

It's her evil twin.

- This Friday, you say?

- Medulla, you dog!

Think I can't take a hit?

Will!

Will! Pull the pin!

He's comin', man!

Hi.

I didn't do anything, though.

He started it.

Your dad started it,

and I'm gonna finish it.

Don't bother.

The Detention Room neutralizes

all super-powers. Sit.

Now, here at Sky High

we do everything we can

to teach you how

to use your powers.

But what you do with them,

now that's up to you.

Living up to your father's reputation

or trying to live it down

is a sad waste of talent.

Your talent.

Try to keep that in mind the next time

you're about to do something stupid.

All right, look.

Whatever happened with our dads,

it has nothing to do with us.

What do you say?

I say

if you ever cross me again,

I'll roast you alive.

So, Will, anything

interesting happen at school today?

Uh...

Well, as you may have noticed,

I got my powers today!

Yes, we know.

The principal called.

OK. Look, it's not...

It's not as bad as it sounds.

- It's a really funny, great story.

- You nearly destroyed the cafeteria.

Yeah, but, Mom...

I got my powers!

And do you know

how to use them wisely?

Sanctum. Now.

William Theodore Stronghold...

...come here!

You're not mad?

My boy has super-strength!

How can I be mad?

Ow!

I'm sorry. Ow!

- You are strong!

- Yeah.

If your mom asks, you tell her

I read you the riot act, and...

...I took away your Xbox.

- But I don't have an Xbox.

- Are you sure?

- Oh! Go ahead.

- When did you...?

- What?

- Open it up!

Here. Here, I'll get it.

All right. Let's see.

The boy

has Stronghold's power.

- It's almost poetic.

- We should crush them now.

- We know he has the weapon.

- Patience!

We have waited this long.

When the time is right,

we'll have our revenge.

You know, time would move

a lot faster if we had an Xbox.

Ah! Uncle! Uncle! Uncle!

- Dude, you made sidekick history!

- Aw. I don't know about that.

- Dude, you made sidekick history!

- Aw. I don't know about that.

No, seriously. From now on,

people mess with us at their own peril.

You're breaking down barriers,

proving we're not heroes and sidekicks.

- We're just people.

- Super people.

Seats, please.

We have a lot to cover this morning,

starting with motorcycle sidecar basics.

Uh, except for you,

Mr. Stronghold.

Would you gather your gear

and come up here, please?

I've got your new class schedule.

Congratulations. You've been

transferred to the Hero class.

Oh, and by the way, if you should

find yourself needing any hero support,

I still do a little freelance. Ha!

Ha!

But what about them?

- We'll see you on the bus.

- We'll hang at lunch.

Right after you've dunked

Ethan's head in the toilet.

Well, you best not be late.

Just go already.

Rays!

From the silliness

of the shrink ray

to the devastation

of the death ray.

These are the very

foundations of Mad Science.

Yes? They told me

you were coming.

Unfortunately, all the

lab partners are taken.

I suppose I could pair you

with my teaching assistant.

Miss Grayson?

My apologies.

Come on.

Come on! Quickly,

quickly, quickly.

Feet! You stepped on my foot!

OK, how's that?

Perfect... if you're building

a heat ray.

You're supposed to be

building a freeze ray.

OK, I have no idea

what I'm doing.

Dreadful technique.

You've confused rays

with beams! D!

Minus! I'd give you an F,

but that would only mean having

to see you in summer school.

- And what have we here?

- Uh...

Well, I don't know.

I didn't do it.

You're far too modest,

Mr. Stronghold.

Or perhaps

not modest enough.

Miss Grayson,

in the future,

please allow the students

to succeed, or fail,

on their own.

How did you do that?

I'm a Technopath.

I can control technology

with my mind.

Wow. All I can do

is punch stuff.

Yet he'll be the one

on cereal boxes.

Show me the justice in that.

Miss Fernandez,

kindly thaw out Mr. Hellman.

- That was amazing.

- So is what you did in the cafeteria.

Yeah. Once they start

handing out grades

for destruction of school property,

I'll be in good shape.

You know, I can totally help you out

with all this science stuff.

Yeah, you'd do that?

Mm-hmm.

I could be, like, your...

private tutor.

Cool.

Guys! Guys! Over here.

Will? Sitting with Gwen Grayson?

Man aims high.

Gotta give him that.

Sorry. All full.

That's OK.

Uh, I think I see

an empty table over there.

Come on, guys.

No offense, Will.

We are not running a loser

outreach program. OK?

I'm sorry.

Penny can be a little...

...full of herself sometimes.

Penny...

Sometimes you

have to act nice...

- I just don't want them to sit here.

- OK.

Layla! What's up?

Hey, you smell nice.

Tecomaria capensis.

Honeysuckle?

- Listen. About lunch...

- What about it?

At the table, Penny was being...

- Please. Not a big deal.

- No, it is, and...

I feel bad, so let me

make it up to you.

Maybe tonight we can go

to the Paper Lantern?

- But you hate Chinese food.

- But you don't.

Paper Lantern. :.

Will!

No, guys!

Whoa, whoa, whoa, hey!

Come on, buddy.

Easy, guys.

- Thanks, Will.

- All right.

You OK?

- Yeah, thanks.

- Zach too.

Come on.

Not so tough when

my boy's around, are you?

You just think you're so big

and bad, huh, Stronghold?

- No, I-I don't.

- Please! Will will totally take you.

You saw what happened to Warren?

Watch it, Stronghold. That big mouth

is gonna get you in trouble.

- I didn't say anything.

- Why not settle this in P.E.?

- What?

- You're on.

If Will beats you in Save the Citizen,

lay off sidekicks for the year.

And if he loses, you can dunk Ethan

in the toilet every day till graduation.

- Yeah! Huh?

- You got yourself a deal.

- Wait, guys, guys.

- Bring it.

C- Come on!

Guys, are you crazy?!

No freshman ever won

Save the Citizen,

and those guys are undefeated!

And you barely know

how to use your powers!

Sorry. Not helping.

Will, you have no choice.

You can't let them dunk Ethan's head

in the toilet. Not again.

The dunking must end.

Five! Four!

Three! Two! One!

Uh! Hey, what's up?!

Ramirez! Hamilton!

Your citizen has just been mulched

because you failed

to defeat your villains.

Next round. Speed, Lash,

you want to be heroes or villains?

- Villains.

- Yeah.

Ooh, there's a surprise.

Who do you want to beat next?

All right.

We'll take little Stronghold

and, uh, let's see...

And we pick Peace!

- Remember when we used real citizens?

- Yes. Yes.

Hothead, Stronghold,

you're the heroes.

Hey!

Get your head in the game!

You have three minutes

to immobilize your opponents

- and save the citizen!

- Save me!

- Ready!

- Save me.

Set!

Battle!

Oh!

Oh!

- Ha!

- What now, Peace?

Ow!

Hey! Coach, that's a foul!

Call something on that!

Save me! Save me!

Are you blind, ref?

Watch it, hothead!

Ahhh!

What? No! Wait!

No! Wait!

Hey!

Save the citizen!

- Save me.

- You are so dead!

Save me.

Save me.

Save me.

The vortex sucks away the oxygen.

No oxygen, no flame.

Come on!

Save me.

Save me.

Save me.

Five! Four!

Three! Two! One!

Time!

She's alive!

Heroes win!

Speed, Lash,

hit the showers!

Where's my boy?

- Will!

- Will!

Whoo!

- Yo, we're right here!

- Here!

I just can't believe you won

Save the Citizen as a freshman.

That's never been done before!

And you topped Mom's best score on

the pinball machine? Get outta here!

- That is hilarious.

- There they are.

- Gwen?

- Hey.

Oh, uh, Dad,

this is Gwen Grayson.

Gwen Grayson, this is Dad.

Mr. Stronghold,

it's such an honor.

I'm sorry to barge in like this.

Oh, not at all. Will and I

were just hangin'. Chillin'.

Honey, Gwen is a Technopath,

and she's offered to help Will

with his science homework.

And she's a senior.

We said we'd work on that antigravity

stuff tomorrow, but something came up.

- Any chance we can do it tonight?

- Sure. Yeah.

On one condition, Gwen.

You join us for dinner.

Oh, no, I couldn't intrude.

- Oh, yes, you can.

- You must.

OK. Well, thanks.

- So should we get started?

- Certainly.

Well, she's gorgeous.

And she fixed the disposal.

Really?

So there we were,

in the middle of nowhere,

and she's like,

"I can't change a tire!

I can only change the weather!"

I'm like, "Can you at least

make it stop raining?"

Uh, I'll give him

a few more minutes.

So, Gwen, do we

know your parents?

Mmm. I don't think so,

Mrs. Stronghold.

Dad went inactive a few years ago.

Lets Mom do all the work now, huh?

Mom passed away

when I was a baby.

So I did have an ulterior motive

in coming here tonight.

Will told you I'm the head

of the homecoming committee?

Uh, he most certainly did not.

Well, I was wondering if you'd consider

attending the homecoming dance.

- We would love to chaperone.

- Sure.

That's very nice,

Mrs. Stronghold, but no.

We were hoping that

you'd be the guests of honor

and receive the award

for Heroes of the Year.

Still workin' on that?

- Hey.

- Hey.

We go to school together.

- You're Stronghold's friend.

- Yeah.

Yeah.

You want me to heat that up for you?

You're not supposed to use

your powers outside of school.

I was just gonna

stick it in the microwave.

Uh, I was supposed to be

meeting Will here, but, um...

You want to sit down?

I think I can spare a minute.

Oh, look, hon.

There's... What's his name?

Kid with the gravity.

- Lance, I think. Lance something.

- Yeah.

Oh, my gosh, look.

There's Boomer.

- He had a mullet?!

- Oh, God.

Oh, whoa-whoa-whoa.

Remember her?

- Hmm? She was a weird one.

- Oh, yeah. Sue Tenny.

Disappeared right before graduation.

- Why is that?

- No one ever really knew.

Some say she was, uh,

recruiting villains at the school.

Others say she was smoking

in the girls' room.

Nightmare.

All right, now.

Speaking of villains, there's one

of the worst. Baron Battle.

Warren's dad?

Always swore he'd have

his revenge on me.

And he totally stole

the lead in Oklahoma!

You have to stop

caring about that.

- It's a long time ago.

- Hon.

- Don't wanna talk about it!

- You deserved it.

Then there was this time

in first grade.

You know how you grow

lima beans in school?

Will could not figure out

why mine grew so quickly.

It was driving him crazy.

So finally I took mercy on him

and I told him about my powers,

and we've been best friends ever since.

Hmm.

And falling for him, was that

before or after the lima beans?

What? I am not in love

with Will Strong...

- Is it that obvious?

- Yeah.

- Great.

- So why don't you tell him?

Well, I was gonna

ask him to homecoming,

but there's two problems.

He likes somebody else,

and she's perfect.

Hmm. You know what I think?

To let true love remain unspoken

is the quickest route

to a heavy heart.

Wow.

That is really deep.

Yeah.

And your lucky numbers are...

...four,   five and.

I gotta go.

See you around, hippie.

You didn't have to walk me home.

I did if I wanted to spend

any time alone with you.

And, just so you know,

I don't usually hang out all night

with my mom and dad.

Your parents are great, Will.

I'm so glad they're

coming to homecoming.

Now, if I could

only find someone to go with.

You don't have a date

for homecoming?

Well, I've gotten a few offers, but...

...I turned them down.

I'm just waiting for the right guy.

Oh.

You, Will.

Me?

Oh, hi, Daddy.

Bye, Will.

Bye.

You're not that boy

with the six arms, are you?

No, sir. Just two.

- Well, keep them to yourself.

- Yes, sir.

Good night, sir.

Yes! Whoo!

Oh, man! OK.

Here you go.

Oh!

Homecoming. The greatest collection

of superteens ever gathered

to dance under one roof, and then

we shall have our revenge!

There's only one thing

we're missing!

King Kamehamayhem's

surfboard?

Darn this joystick!

Ah! Right, right.

The Pacifier.

Hey, smooth move

on the joystick.

Ahhh!

Uncle!

Uncle! Uncle!

Layla!

You're not gonna believe

what happened last night.

Oh. I love these.

"Your loyalties are clear

when it comes to friends. "

Oh, God. Oh.

Oh, I totally spaced. Uh...

I'm sorry. I know

you must want to kill me.

Actually, just the opposite.

I have something to tell you.

- Yeah?

- Yeah, but you first.

OK. OK.

It's about homecoming.

Really? Me too.

I'm going with Gwen Grayson.

Can you believe it?

Me, a freshman, going with

the most amazing girl at Sky High.

- That's awesome!

- I know.

Morning!

Oh, yeah, I almost forgot.

What's your homecoming news?

I'm going too.

Really. Who with?

Who with?

Yeah, who asked you?

Oh, who asked me.

Warren Peace.

Warren Peace?

You can't be serious.

Layla, the guy's a psycho.

And he's my biggest enemy!

How could you go with him?

When did you even start hanging out?

Last night, :

the Paper Lantern.

Hi, Warren.

Did I do or say anything last night

to make you think this is OK?

Funny. You're never gonna

believe what happened.

I was about to ask Will

to homecoming when,

wouldn't you know it, I said

I was going with you instead.

I don't remember that being the plan.

Hey. You did the history homework?

- What are you doin'?

- Sitting.

- No one sits here but me.

- Mm-hmm.

What'd you get for four?

I wasn't sure if Tigerman

was, A) bitten by a radioactive tiger,

or B) bitten by a regular tiger,

then exposed to radiation.

Hey. Are we eating

at Warren's table now?

- I feel extremely dangerous.

- Whoa. Whoa.

- Is this guy bothering you, Magenta?

- Try the other way around.

Does anyone else need a date

for homecoming?

Warren, you are crazy!

Please, I promise. I'll make this

as painless as possible.

So you're not doin' this

just 'cause you like me or anything.

- You're doin' it to get to Stronghold.

- Yeah.

Then I'm in.

But I'm not renting a tux.

Hey, if Warren's not here,

is this still the tough-guy table?

Yeah, homecoming's stupid.

- So? I think I'll go.

- Yeah, me too.

- What's up, guys?

- What up, dude?

- Hey.

- What's going on?

- Nothin'.

- Let's go, Stronghold.

Only two days till

your Mad Science midterm.

I am not gonna rest until you

can build a ray gun blindfolded.

Hey there, cutie. I was

just thinking about you.

I cannot wait until homecoming.

I'm so excited. I finally...

- Ow!

- Never call me cutie.

And is this the trigger?

No, that's the fusion device.

OK. Is...? What's this?

That's my phone.

Well.

Super-strong and psychic.

Hello?

Wait. Penny, I can't understand you

when you're all talking at once.

OK, better.

What? Oh, no.

- OK, hold on. Let me call you back.

- Hurry!

What's up?

Problem with

the homecoming decorations.

Penny forgot to order the fog machine,

so I might have to build one myself.

- Think the committee could stop by?

- Ooh, I don't know because,

uh, my parents are on a distress call,

and they won't be home till late.

- I'm not supposed to have anyone here.

- It's cool.

I was just hoping we could spend

a little more time together, but..

...I guess I'll just see you at school?

Good night, Will.

Uh, I... If it's...

Um, if it's only a few people.

Super.

Brian! You're getting cheese

all over the walls!

Larry, do you have to be

a two-ton rock right now?

Please, just power down.

Hey.

Guys, guys, guys, guys!

Guys, the floor!

Gwen! You said this was supposed

to be homecoming committee.

This is the

homecoming committee.

OK, OK, so a few

extra people showed up.

But, Will, you're popular!

That's what happens!

Gwen, every kid

in Hero class is here.

How am I gonna get this place

cleaned up in time?

Here, come with me.

OK. So, what's on your mind?

- My friends.

- What about 'em? They're all here.

Oh. You mean the sidekicks.

I think I'm just gonna

call Zach and Layla,

tell 'em to come

over here because...

Will, you are such a nice guy.

But, honestly, do you think

they'd have fun?

With this crowd? I mean, don't you

think they'd feel a little awkward?

- No. I think they'd be OK.

- Trust me.

They'd be miserable.

- Whoa!

- Hey!

Sorry!

Just lookin' for a bucket!

I wish there was somewhere

we could go to be alone.

Um...

Wow. This is incredible.

Yep. When you spend your whole life

kicking butt and taking names,

I guess you make a lot of memories.

Well, maybe we should make

a few of our own.

What's she doing here?

Isn't it past her bedtime?

Hey, Will? Could you go get me

a diet caffeine-free orange soda?

Anything for you.

- Who invited a sidekick?

- Yeah, what's she doing here?

Leaving.

Where's Will?

Honestly? Avoiding you.

Look, Will knows you

have a crush on him.

- He does?

- Everyone does.

Will's too nice to say

he's not interested.

Not that you can take a hint.

I mean, hello?

He's going to homecoming with me.

He threw a party

and didn't invite you.

You're just embarrassing him.

You're just embarrassing yourself.

OK. I understand.

And, um, when you see Will again,

can you tell him that I never

want to talk to him again?

- I'll give him the message.

- Layla.

Layla! Layla! Layla!

Layla!

Have fun with Gwen.

You two deserve each other.

- Gwen.

- Oh, thanks, Will.

- What did you say to Layla?

- Nothing.

I mean, I just told her the truth.

You're a hero, she's a sidekick.

She was holding you back.

What?

Why would you do that? Layla's been

my best friend since first grade.

You've got new friends now, and I

think that you need to figure out

whether you want to hang with us

or with those losers.

- Come on. Let's go.

- No, forget it.

I'm not going anywhere with you,

not now or not to homecoming.

Might as well just find

yourself a new date, Gwen.

You're dumping me?

Whoa-whoa-whoa,

let's get something straight, OK?

You do not dump me!

Not the night before the dance!

Sorry, Gwen.

I, uh, just did.

You're dumped!

That's it. Everyone, out!

Party's over!

Don't stop on our account.

Your father and I fly to Europe

for two hours, and you throw a party?

Unbelievable.

When I reach the count of three,

I want everyone out of this house!

Son, I'm only going to ask you this...

Dad, I swear, I didn't plan this.

All right. That's good enough for me.

Hmm?

Steve, I have got half a mind

not to let him go to homecoming.

- That's fine. I'm not going anyway.

- Whoa-whoa-whoa-whoa.

Your mom said she had "half a mind. "

Will, you have to go

to the homecoming dance.

We all have to because we're introducing

the world to the Stronghold Three,

the greatest family of superheroes

mankind has ever known.

- Did something happen, Will?

- I don't want to talk about it.

Well, we're gonna talk about it

because...

...we promised Gwen

we'd go to the dance!

And when a Stronghold

makes a promise, son,

that promise is kept!

I promise you, Dad, I'm not going.

Hello? Layla?

Pick up, Layla.

Pick up, pick up, pick up.

Fine, don't pick up. It's me.

I'm going to the Paper Lantern.

If you get this message, meet me there.

- You said that?

- True story.

- You're so funny.

- I love life!

Thanks, Boom, for inviting me.

Ha-ha-ha.

You'll like this one.

It was the spring of ' ...

Layla.

Layla, just pick up.

In case you didn't get

my earlier messages,

I'm at the Paper Lantern, and I...

Message box full.

- What are you doing here?

- I'm, uh, looking for Layla.

- Do you know where she is?

- How should I know?

- You're taking her to homecoming.

- Oh, yeah. Right.

Well, you don't have to worry

about me ruining your night.

- And why is that?

- Because I'm not going.

Hmm. Well, that sucks.

Because we're only going

together to make you jealous.

- Huh?

- Dude, you're so stupid.

- She's totally into you.

- Not after tonight.

I wouldn't be surprised if Layla

or any of the other guys

- ever want to talk to me again.

- Yeah.

You must have been a real jerk.

Because no matter what I do,

- I can't get 'em to stop talking to me.

- Thanks.

- Hey, you want to dance?

- No.

Me neither.

Hey there, Layla.

You look like

you could use a drink.

No, thanks.

Oh, don't worry.

The bubbles are just ginger ale.

Oops.

The guys at this school are jerks!

Thanks a lot.

I thought you weren't

gonna rent a tux.

It's my dad's. He doesn't have

much use for it in solitary.

Cheese cube?

We're taking off now, hon.

Still time to change your mind

and come with us.

Nah, I don't think so.

Mom, you ever feel like you

messed something up so bad

that you'll never

be able to fix it?

People make mistakes, Will.

That's what high school's about.

Heck, that's what life's about.

The key is to learn from them.

I hope my friends

see it that way.

If someone is a true friend,

you'd be surprised at how

understanding they can be.

Thanks.

Do me a favor?

Put this away for me.

I caught your father

sneaking it out under his cape.

He's convinced that everyone

wants to reminisce with him.

- I bet. Will do.

- Love ya.

Have fun.

That's weird.

Gwen?

Oh, no.

Oh, no.

Oh, no, no, no, no, no,

no, no, no, no, no, no.

I gotta get to Sky High.

Josie, wait.

We can't unveil

the Stronghold Three without Will.

It's just...

it's just not the same.

Maybe we should fly home.

And we really

don't need another award.

Welcome,

Commander and Jetstream!

Good evening.

First, a quick announcement.

The owner of the blue cold

fusion-powered jet pack,

you left your lights on.

Sorry. Sorry.

Excuse me. Sorry.

And now, please help me welcome

the head of the homecoming committee,

the girl who made all this possible,

Gwen Grayson.

Thank you, Principal Powers.

And a very special thank you

goes to our guests of honor

and the recipients of our

first-ever Hero of the Year award,

the Commander and Jetstream.

And to mark this occasion,

we've planned a special tribute

to the most powerful super-being

ever to walk the halls of Sky High.

Me!

Commander?

- Royal Pain is a girl?

- Yes, I'm a girl, you idiot!

How I ever lost to a fool like you

I'll never know.

Now prepare to be Pacified!

Do you honestly think you can kill me

with that little toy gun of yours?

My dear Commander, who said

anything about killing you?

Ahhh!

Josie! I've always...

Rock-a-bye, baby!

What'd I miss? Ah!

Boomer! Get the kids out of here!

Hothead! Find an exit!

Get as many people out

as you can!

I'll slow her dow...!

Thanks again for the lift, Ron.

Now, if I'm not back in   minutes...

Come in after you! Got it!

I was gonna say go get help.

Go get help. Got it!

Now get in there!

Sorry!

- Where are we?

- Hey, Warren, how 'bout a torch?

Only if you want

to get barbecued.

Ladies, if I may.

? Then all

the reindeer loved him?

- Way to glow, Zach.

- Thanks, man.

'Sup, kid?

You're never gonna

believe this. Gwen...

- Is Royal Pain's daughter.

- Yeah, and she...

- Stole the Pacifier.

- Right.

She turned everybody into babies,

including your parents.

OK. That I didn't know.

This is even more than the great

Will Stronghold can handle.

She's right.

It's gonna take all of us.

All of who?

You and Warren?

The rest of us are only sidekicks.

Just because you have powers,

that doesn't make you a hero.

Sometimes it just makes you a jerk.

Makes me a jerk.

- I guess what I'm trying to say is...

- We get it. You've been a jerk.

Layla,

in case my homecoming date

ends up killing me tonight,

I just want you to know...

Isn't that sweet?

I hate sweet!

You guys are a part of this too?

- Why am I not surprised?

- Go take care of Gwen.

We'll handle these clowns.

Go.

Whoa!

"While pushing down

on the infant restraint,

pinch the two straps together. "

- Pinch, Royal, pinch.

- Pinch what? Restraint A or B?

Now you just calm down.

Let's go back to one.

Ahhh!

Come back and fight! You...

Come on, sidekick!

You gonna fight back?

I don't believe in using

powers for violence.

I don't believe you

even have any powers!

Go, Penny! Beat Layla!

Go, Penny! Beat Layla!

You can't hide forever, sidekick!

No way.

Sucks for you!

Cootchie-cootchie-coo!

I take you back,

my dear Commander,

to your senior year at Sky High,

a time before anyone knew

what a Technopath was.

So a brilliant but misunderstood

girl named Sue Tenny

was written off as a science geek

and stuck in Sidekick class.

She hatched a plan,

so daring, so visionary,

to start her very own

Supervillain Academy

and raise a generation of heroes

from scratch as villains.

But first she had to destroy

the very institution

that dared to spurn her genius!

And now, so many years later,

that plan is complete.

My only regret:

That this may be the finest

supervillain speech ever given,

and you don't even know

what I'm saying.

But I do.

Look. I'm sorry that my parents

destroyed your mom.

Now put my dad down.

No one could defeat Royal Pain.

When the Pacifier exploded,

I wasn't destroyed.

I was merely

turned into a baby.

Stitches took me away

and raised me as his daughter.

Daddy's little girl.

I told you never to call me that!

Lunatic!

That's right.

Royal Pain wasn't my mother.

Royal Pain is me!

Oh, my God.

I made out with an old lady.

Yoo-hoo! Right here!

Whoa, whoa, whoa!

Way to go, Popsicle.

Hmm!

Big mistake.

But I thought

you were a sidekick!

I am a sidekick.

Don't leave us here to die!

Royal Pain sabotaged

the antigravity device!

The whole school's

gonna fall out of the sky!

We only have   minutes!

Here's the antigravity room.

Didn't Royal Pain

seal off every route?

- What about this conduit?

- Right.

You'd have to be like

a rat to fit in there.

Oh, great.

This is so stupid.

OK. OK, you're doin' great, Magenta.

Looks great.

Look at those cute little legs.

OK, go about   feet.

Yeah, there should be

a opening on your right.

- Gotcha!

- Find the access panel.

- What?

- It leads to the generator.

I'm on it!

Will!

No!

And there goes your last chance

of stopping me.

We'll see about that!

- Huh?

- Surprised?

- So am I.

- You're flying?

That's impossible!

Ah!

There's only one person authorized

to transport superheroes.

And that's Ron Wilson, bus driver.

And I'm Ron Wilson, bus driver.

I found the generator...

I think.

Chew the wire to the scrambler.

Cut the wire connected

to the scrambler.

- The red one.

- What?

Cut the red wire!

There's a lot

of red wires down here.

Uh-oh.

The school is falling!

Ahhh!

Chew!

Chew the wire!

All unpacked, and the

movers didn't break a thing.

Told you we didn't need

that extra insurance.

No, I know.

Oh, no!

It's all on you! Hold me! Hold me!

Ahhh!

Whoa. That could have been messy.

Good night.

- Ohh!

- Chester? Chester?

- Now what?

- Beats me.

Perhaps I can be

of assistance.

It should only take me a couple

of hours to reconfigure the Pacifier.

Mr. Peace, would you please

carry me to the Mad Science Lab?

- Sure.

- And, Mr. Peace.

Yeah.

Regrettably,

I have made boom-boom.

People, if you've

already been de-Pacified,

please find your clothes, grab a baby

and report to the Science Lab.

Mom? Dad? Guys?

I just want to say sorry because

this whole thing was my fault.

- Honey, you can't blame yourself.

- 'Course not.

How were you supposed to know

your girlfriend was a psychopath?

No, that's not it. Um,

you gave me one rule,

and I broke it.

I took her into the sanctum,

and that's how she got the Pacifier.

- The whole party was a trap.

- And so was the homecoming, Will.

We all fell into Royal Pain's trap,

but you defeated her.

You saved Sky High,

and everyone in her.

- I didn't do it by myself.

- Excuse me. Steve? Josie?

Even though it appears Gwen

only came up with this award

as a way to lure you to the dance

and your ultimate doom,

still it's inscribed, so...

I'd be honored to accept

this "Hero of the Year" award.

But I'm afraid this

doesn't belong to us.

It belongs to them.

The sidekicks.

I mean, hero support.

Why don't we just call them

what they really are, Josie?

Heroes.

Oh, and, Jonathan?

Whatever you're teaching them,

keep teaching them it.

Sure.

What a waste.

I can't do anything more

to help you.

I'm not Wonder Woman, you know.

I went through puberty twice...

for this?

I have de-Pacified all the babies

and destroyed

that horrible weapon forever.

Let's boogie!

This is so sweet,

I could hurl.

Tell me about it.

- Do you wanna dance?

- Yes!

I mean, yeah. Yeah.

Compared to homecoming,

the rest of the year was pretty boring.

Gwen and her gang

got what they deserved.

But now nobody wants

to save the citizen.

Uncle! Uncle!

Relax. I'm just kidding.

But they are getting to spend

a lot of quality time together.

Oh, yeah, and Ron Wilson, bus driver,

fell into a vat of toxic waste.

He now works for the mayor,

defending the city from giant robots.

So in the end, my girlfriend

became my archenemy,

my archenemy

became my best friend

and my best friend

became my girlfriend.

But, hey, that's high school.


 * Will Stronghold: [voiceover] You look at them and see the defenders of the world. All I see is my dad. Wearing tights.




 * Steve Stronghold: I know every kid thinks his dad is invincible — and I nearly am. But who knows? Maybe next time I punch a meteor hurtling toward the earth, I'll be the one that shatters into a million pieces.




 * Layla: I noticed you had some recyclables in the trash. I took the liberty of moving them for you.
 * Josie Stonghold: Thank you, Layla. You hungry? I've got plenty of eggs, bacon…
 * Layla: No, thanks. You know how my mom can communicate with animals? Apparently, they don't like being eaten.
 * [a brief but awkward pause]
 * Josie: How about some juice?




 * News Anchorman: It seems evil has struck our morning commute…




 * Layla: Now, I know it's just our first day, but I already can't wait to graduate and start saving mankind. And womankind. And animalkind.
 * Will: And the rainforest.
 * Layla: Of course!




 * ["Power Placement" trials are being conducted with the other students as an audience.]
 * Layla: What is humiliating him in front of the entire class going to prove? This is so unfair.
 * Will: Yeah, well, if life were to suddenly get fair, I doubt it would happen in high school.




 * Principal Powers: [on school public address system] "The cafeteria staff would like to remind sidekicks to stop ordering hero sandwiches." (the kids exchange "You've gotta be kidding me." looks)




 * Principal Powers: [on school public address system] A reminder that there is no smoking on the campus. Or freezing, or bursting into flame.




 * Nurse Spex: The kids who get, uh, bitten by radioactive insects or fall into a vat of toxic waste, their powers usually show up the next day. Or… they die.




 * Layla: When life gives you lemons... (creates a tree and grabs an apple)
 * Will: ...make apple juice?
 * Layla: (laughs exasperatedly) I can't make lemons! I don't know what it is.




 * Steve: All I ever wanted for him was to save the world. To just... feel that, once.
 * Josie: That's an awful lot to put on a 14-year-old's shoulders.
 * Steve: Oh, come on, Josie. When I was his age I could put a truck on my shoulders.




 * Josie: We can't change who he is. Not without dropping him in a vat of toxic waste.
 * ''[Steve turns to look a Josie and raises his finger]
 * Josie: Steve.
 * Steve: Now where would we even find a vat of...
 * Josie: (understandably alarmed) Steve!




 * [Will and Warren are in the Detention Room for fighting.]
 * Will: Look, whatever happened with our dads, it has nothing to do with us. [extends a hand for shaking] What do you say?
 * Warren: I say, if you ever cross me again, I'll roast you alive.




 * Mr. Medulla: Rays! From the silliness of the shrink ray to the devastation of the death ray, these are the very foundations of Mad Science!




 * Warren Peace: You want me to heat that up for you?
 * Layla: [in urgent whisper] You're not supposed to use your powers outside of school!
 * Warren Peace: I was just gonna stick it in the microwave.




 * [In Mad Science class, Gwen has just used her powers to instantly create a ray gun.]
 * Gwen: I'm a technopath. I can control technology with my mind.
 * Will: Wow. All I can do is... punch stuff.
 * Mr. Medulla: [passing them] And yet he'll be the one on cereal boxes. Show me the justice in that.




 * Mr. Medulla: Dreadful technique. You've confused rays with beams! D! Minus! I'd give you an F, but that would only mean having to see you in summer school.

<hr width="50%"/>


 * Layla: So then there was this time in the first grade. You know how you grow lima beans in school? Well, Will could not figure out why mine were growing so quickly. It was driving him crazy. So finally I took mercy on him and told him about my powers. And we've been best friends ever since.
 * Warren Peace: Hmm. And falling for him, was that before or after the lima beans?
 * Layla: WHAT? I am not in love with Will Strong… is it that obvious?
 * Warren Peace: Yeah.
 * Layla: Great.

<hr width="50%"/>


 * Warren Peace: You know what I think? To let true love remain unspoken is the quickest route to a heavy heart.
 * Layla: Wow. That is really deep.
 * Warren Peace: Yeah. [holds up slip of paper from a fortune cookie] And your lucky numbers are four, sixteen, five, and forty-nine.

<hr width="50%"/>


 * [Will's attempt at a good night kiss is foiled when Gwen's "father" ushers her inside the house.]
 * Mr. Grayson: You're not that boy with the six arms, are you?
 * Will: No, sir. J-just two.
 * Mr.Grayson: Well… keep them to yourself.

<hr width="50%"/>


 * Coach Boomer: What if I told you she's not just a twin, she's an evil twin?
 * Mr. Medulla: This Friday, you say?
 * Coach Boomer: [chuckles] Medulla, you dog!

<hr width="50%"/>


 * [Layla has asked Warren to be her date for Homecoming.]
 * Layla: Please? I promise I'll make this as painless as possible.
 * Warren Peace: So, you're not doing this just 'cause you like me or anything. You're doing this to get to Stronghold.
 * Layla: Yeah.
 * Warren: [grins] Then I'm in! [grin vanishes] But I'm not renting a tux.

<hr width="50%"/>


 * Speed: Why don't we settle this in P.E.?
 * Will Stronghold: Settle what?
 * Ethan: You're on! If Will beats you in "Save the Citizen", you lay off the sidekicks for the rest of the year.
 * Zach: Yeah! And if he loses, you can dunk Ethan's head in the toilet every day till graduation.
 * Ethan: Yeah. Huh?!
 * Lash: You got yourself a deal.
 * [After Lash and Speed leave]
 * Will: Guys, are you crazy? No freshman ever won "Save the Citizen", and those guys are undefeated!
 * Layla: And you barely know how to use your powers! [the others glare at her] Sorry. Not helping.
 * Zach: Will, you have no choice. You can't let them dunk Ethan's head in the toilet. Not again. The dunking… must end.

<hr width="50%"/>


 * Royal Pain: Homecoming — the greates collection of super-teens ever gathered to dance under one roof! And then, we shall have our revenge! There's only one thing we're missing. Stitches: King Kamehamayhem's surfboard? Royal Pain (as s/he moves the lever): Darn this joystick! Stitches: Ah! Right, right. The Pacifier. Hey, smooth moves on the joystick. (Royal Pain reaches to choke him, but Stitches blocks it) Ahhh! (Laughs, but then Royal Pain chokes Stitches with his/her other hand) Uncle! Uncle! Uncle!

<hr width="50%"/>


 * [On a double date, Coach Boomer drinks bitterly while both good and evil twins cling to Mr. Medulla.]
 * Twin: You really said that?
 * Mr. Medulla: True story.
 * Evil Twin: You're so funny!
 * Mr. Medulla: I love life!

<hr width="50%"/>


 * [Warren has revealed that his date with Layla is a ploy to make Will jealous.]
 * Warren Peace: Dude, you're so stupid. She's totally into you.
 * Will: Not anymore. Not after tonight. I wouldn't be surprised if Layla or any of the other guys ever want to speak to me again.
 * Warren: Yeah. You must've been a real jerk. 'Cause no matter what I do, I can't get them to stop talking to me.

<hr width="50%"/>


 * Josie: People make mistakes, Will. That's what high school's about.  Heck, that's what life's about!  The key is to learn from them.
 * Will: I hope my friends see it that way.
 * Josie: If someone is a true friend, you'd be surprised how understanding they can be.

<hr width="50%"/>


 * Ron Wilson, Bus Driver: There's only one person authorized to transport superheroes: Ron Wilson, Bus Driver. (punches Stitches out of the bus) And I'm Ron Wilson, Bus Driver.

<hr width="50%"/>


 * Steve: Royal Pain is a girl.
 * Royal Pain: Yes, I'm a girl, you idiot! How I ever lost to a fool like you I'll never know, now prepare to be pacified.
 * Steve: Do you honestly think you can kill me with that toy gun of yours?
 * Royal Pain: My dear Commander, who said anything about killing you?

<hr width="50%"/>


 * Gwen: That's right. Royal Pain wasn't my mother. Royal Pain is ME!
 * Will: Oh my God, I made out with an old lady.

<hr width="50%"/>


 * Principal Powers: What a waste. I can't do anything more for you. I'm not Wonder Woman, you know.

<hr width="50%"/>


 * Gwen: I went through puberty twice… for this?!

<hr width="50%"/>


 * Will: Layla, in case my Homecoming date ends up killing me tonight, I just want you to know... (pulls Layla into a deep kiss)

<hr width="50%"/>


 * Will: [voiceover] So in the end, my girlfriend became my arch-enemy, my arch-enemy became my best friend, and my best friend became my girlfriend. But, hey — that's high school.

<hr width="50%"/>


 * Gwen: Well you've got new friends now. And I think that you need to figure out whether you hang out with us - or with those losers. Come on, let's go.
 * Will: No, forget it! I'm not going anywhere with you. Not now, and not to homecoming. Might as well just find yourself a new date, Gwen.
 * Gwen: You're dumping me? Whoa whoa, let's just get something straight, ok? You do not dump me! Not the night before the dance!
 * Will: Sorry Gwen, I, ah, just did! You're dumped!