<P> At the dance party, Gwen reveals that she is actually Royal Pain . During her previous confrontation with the Commander, the Pacifier, which is meant to turn its target into an infant, had malfunctioned, turning her into a baby instead, thus faking her suspected death . She has since waited seventeen years for revenge . With the help of Speed, Lash, and Penny, she takes over the school and uses the Pacifier to turn the faculty and students into infants . After returning to school, Will apologizes to Layla, and teams up with Warren, the sidekicks and Ron Wilson to try to save the day . The sidekicks demonstrate their heroism after Royal Pain sabotages the school's anti-gravity drive and their powers come in handy restarting it . Meanwhile, Will discovers that he has Jetstream's powers of flight when he is thrown off the edge of the school grounds and prevents the campus from falling using his two abilities . Gwen and her henchmen are defeated and arrested and the faculty and students are returned to their proper ages . Will and Layla kiss, and a voiceover by Will at the end reveals that they become a couple, he and Warren became best friends, and Ron Wilson gained superhuman powers after falling into a vat of toxic waste, thus becoming a superhero . </P> <Ul> <Li> Michael Angarano as William "Will" Theodore Stronghold A freshman at Sky High, whose parents are the two most famous superheroes--Commander and Jetstream--as well as Maxville's top real estate agents in their secret identities . His super strength, inherited from his father, and his ability to fly, inherited from his mother, start as inactive and gradually manifest over the film . </Li> <Li> Kurt Russell as Steve Stronghold / The Commander Will's father who is one of the world's strongest superheroes, displaying superhuman strength and invulnerability, and is a successful businessman in his secret identity . In a deleted scene, it is revealed that Steve was an investigative reporter who seeks to changing his career before becoming a real estate agent . </Li> <Li> Kelly Preston as Josie DeMarco - Stronghold / Jetstream Will's mother and a successful real estate agent . As Jetstream, she uses the power of supersonic flight; she is also touted as being an expert in hand - to - hand combat . </Li> <Li> Danielle Panabaker as Layla Williams Will's best friend, who is a pacifist, vegetarian and feminist, and is able to animate and control plant life . Her mother's abilities are said to allow her to talk to animals and her father is a normal human . </Li> <Li> Mary Elizabeth Winstead as Gwendolyn "Gwen" Grayson / Royal Pain / Sue Tenny A senior at Sky High whom Will, along with everyone else, falls in love with . Her power is technopathy . Winstead said of her role, "I bounced around . I was either the hero of the sidekicks or the sidekick to the heroes ." When she attended Sky High the first time, no one understood her class of powers and she was slated as a sidekick . <Ul> <Li> Patrick Warburton provides the vocal effects of Gwen in her Royal Pain suit . </Li> </Ul> </Li> <Li> Steven Strait as Warren Peace (a pun on "War and Peace") The son of an unnamed superheroine and a supervillain known as Baron Battle, who is in jail with four life sentences . He is pyrokinetic . Warren is a high school outcast who tries to lead a decent life, but often misunderstood due to being a son of felonious father . </Li> <Li> Dee Jay Daniels as Ethan Bank A sidekick and one of Will's friends, he can melt into a fluid (which earned him the nickname "Popsicle"). </Li> <Li> Kelly Vitz as Magenta "Maj" Lewis One of Will's friends, who shapeshifts into a guinea pig with purple highlights and streaks in her fur . </Li> <Li> Nicholas Braun as Zachary "Zach" Braun / Zack Attack Will's childhood friend, who has the latent ability to glow in the dark . At the Change and Pose class, he changed but got in his underwear which is a pair of white shorts with yellow spots . </Li> <Li> Malika Haqq and Khadijah Haqq as Penny Lent Gwen's best friend, who duplicates herself and is naturally athletic . </Li> <Li> Jake Sandvig and Will Harris as Lash and Speed The resident gang at Sky High; Lash is skinny, and has elasticity, while Speed is overweight, yet can run at an extremely high speed . </Li> <Li> Lynda Carter as Principal Powers The principal of Sky High who has the power to change into a luminous energy form resembling a comet and back at will . </Li> <Li> Bruce Campbell as Tommy Boomowski / Coach Boomer / Sonic Boom The gym teacher at Sky High, also known as Sonic Boom due to his ability to release sonic waves from his vocal cords, also known as sonic screaming . His real name is listed as Tommy Boomowski in the Commander's Sky High Yearbook . </Li> <Li> Kevin Heffernan as Ron Wilson, Bus Driver The Sky High bus driver and pilot . He is the son of two superheroes, but does not have any powers . He feels a great sense of pride in driving the "superheroes of tomorrow" to school . It is revealed at the end of the film that he fell into a vat of toxic waste, gaining superpowers of his own . He is a kind, good - hearted fellow . </Li> <Li> Cloris Leachman as Nurse Spex A kind and eccentric elderly lady that serves as Sky High's single known nurse, with the ability of X-ray vision . </Li> <Li> Jim Rash as Mr. Grayson / Stitches Royal Pain's bumbling sidekick . He raised her as his daughter after she was turned into a baby by the Pacifier . </Li> <Li> Dave Foley as Jonathan Boy / All - American Boy The Commander's old sidekick who works as Hero Support teacher at Sky High . </Li> <Li> Kevin McDonald as Professor Medulla The Mad Science teacher, with a hyper - advanced (and oversized) brain, which grants him advanced intelligence, creativity and a multitude of genius - level skills . </Li> <Li> Kim Rhodes as Professor Jeannie Elast / Elastic Girl A girl who has the talent to twist her body into anything she wants . Her character was never shown in the final cut of the film . </Li> <Li> Tom Kenny and Jill Talley as Mr. and Mrs. Chester Timmerman They made a small cameo in the film . </Li> <Li> Loren Berman as Larry A nerdy boy who can turn into a golem - like creature . </Li> <Li> Dustin Ingram as Carbon Copy Kid </Li> </Ul> <Li> Michael Angarano as William "Will" Theodore Stronghold A freshman at Sky High, whose parents are the two most famous superheroes--Commander and Jetstream--as well as Maxville's top real estate agents in their secret identities . His super strength, inherited from his father, and his ability to fly, inherited from his mother, start as inactive and gradually manifest over the film . </Li> <Li> Kurt Russell as Steve Stronghold / The Commander Will's father who is one of the world's strongest superheroes, displaying superhuman strength and invulnerability, and is a successful businessman in his secret identity . In a deleted scene, it is revealed that Steve was an investigative reporter who seeks to changing his career before becoming a real estate agent . </Li>

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