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| Michael Angarano | Will Stronghold |
| Kurt Russell | Captain Stronghold |
| Kelly Preston | Josie Jetstream |
| Danielle Panabaker | Layla |
| Kevin Heffernan | Ron Wilson Bus Driver |
| Lynda Carter | Principle Powers |
| Mary Elizabeth Winstead | Gwen Grayson |
| Bruce Campbell | Coach Boomer |
| Dave Foley | Mr. Boy |
| Steven Strait | Warren Peace |
| Dee-Jay Daniels | Ethan |
| Nicholas Braun | Zach |
| Kelly Vitz | Magenta |
| Jim Rash | Mr. Grayson / Stitches |
| Jake Sandvig | Lash |
| Will Harris | Speed |
| Khadijah | Penny |
| Malika | Penny |
| Kevin McDonald | Mr. Medulla |
| Cloris Leachman | Nurse Spex |
At a school in the sky where teens learn how to be superheroes, Will Stronghold lands in a class for students who show special promise. Classmate Gwen quickly cozies up to Will, but it's soon clear that she has other motives. When he learns that Gwen's mother is a villain who was defeated by his father, Steve Stronghold, Will realizes that Gwen is aiming for revenge, and he rushes to a school dance in the hope of stopping her.
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