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At a school in the sky where teens learn how to be superheroes, Will Stronghold (Michael Angarano) lands in a class for students who show special promise. Classmate Gwen (Mary Elizabeth Winstead) 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 (Kurt Russell), Will realizes that Gwen is aiming for revenge, and he rushes to a school dance in the hope of stopping her.