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.