Gwen Grayson
Gwendoline "Gwen" Grayson (Mary Elizabeth Winstead), formerly known as Susan "Sue" Tenny, and also known as Royal Pain, is the hidden main villainess of the 2005 Disney live-action movie Sky High. She is Will Stronghold's ex-girlfriend.


Will vs

Will vs. Royal Pain - Part 1

Will vs

Will vs. Royal Pain - Part 2

Originally, Gwen Grayson was known as Sue Tenny, a girl who was born with technopathic powers that allowed her to control technology with her mind. She was often called the "weird" student at Sky High, at the time the Commander and Jetstream (Will Stronghold's parents) were students of the same school. She was always called the "Mad Scientist" and "Science Geek" by the other students, as nobody could understand what a "technopath" was at the time. However, she was in fact a brilliant schoolgirl who invented the Pacifier, but despite her unique abilities and special powers, she was underestimated by the school and therefore made a sidekick.

Outraged and jealous by this, she hatched a plan to destroy Sky High and replace with her own academy for supervillains by turning everyone into babies and raising them to be supervillains. Sue was later unmasked teaching supervillains at the school without the teachers' knowledge. She was then defeated by the two Strongholds. During the fight, the Pacifier exploded while she was still holding it, and many presumed her to be dead. However, the Pacifier had turned her into a baby, and she was taken away and raised by Stitches, adopting the name of Gwen Grayson, and started plotting her revenge against the Strongholds.


Gwen appears to be a charming and popular girl in the public sphere. Yet, in private, seems to have a nasty temper because her minion Stitches always tends to do something that annoys her. When she chokes him, he always cried "Uncle! Uncle!". She also seems to have manipulated the bullies, Speed and Lash, along with the cheerleader Penny Lent. Gwen is also intelligent, being able to invent the Pacifier alone. She is very narcissistic and she uses her beauty to seduce, making it only second key to her.

Physical appearanceEdit

Gwen is a very beautiful young girl, especially for her age. She has brown hair that reaches her shoulders she usually wears a skirt that covers most of her legs, as well as a pink sweater, but in a few scenes she wears a sleeveless shirt and a skirt that reaches her upper thighs, revealing her bottom thighs and legs. As Royal Pain, her armor has a Medieval style to it. Her helmet reflects this style as well and it is colored gold and black. She also wears a black cape.

Powers and AbilitiesEdit

  • Technopathy: Gwen is a technopath. She can control any kind of technology at will with her mind.


Gwen devises a plan by bringing a huge party and tricking Will into taking her into the Stronghold's super lair, while they share a kiss. Speed steals the pacifier, which the Commander had kept as a trophy. After being rude to Layla and telling Will that he should hang with her friends instead of his former "losers", Will dumps Gwen as his date to the dance and ends his relationship with her. Stunned, Gwen reveals her arrogance by stating, "You're dumping me?!"

Later at the dance, Gwen made her villainous reveal in front of the crowd by removing her red dress and revealing the outfit of Royal Pain hiding underneath it. This surprises the Commander, as he always thought of Royal Pain being a male. Stiches hands her the Pacifier, and from there, she quickly turns all the heroes, teachers and staff into babies. They then load all of them into seats to be transported to the bus (though Gwen was irritated that Stitches was giving her broad instructions on what restraint to pinch).

Gwen and her gang's defeat

Gwen and her cohorts imprisoned.

Will overhears the speech she gave the baby Commander of her past, and apologizes to her, thinking that she was talking about her mother.  He is shocked to find that she is the same person his parents fought years ago. The two engage in a fierce battle, with Will emerging victorious by tossing her into the air and breaking her armored helmet. Royal Pain tries one last trick by detonating an electric bomb that stops the school from floating, but Will and his friends save the school from crashing. At the end of the film, it is revealed that Royal Pain and her cohorts are in prison, with the villainess begging to be put in solitary confinement.


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