Villain Overview
The greatest super being ever to walk the halls of Sky High... me!
~ Gwen Grayson revealing herself as Royal Pain.

Gwen Grayson (born Sue Tenny and known as the supervillain Royal Pain) is the main antagonist of the 2005 Disney live action comedy film Sky High. She was once thought to have been destroyed by Will's father, the superhero known as the Commander but made an unexpected grand return many years later.

She was portrayed by Mary Elizabeth Winstead, who also portrayed Huntress in Birds of Prey (And the Fantabulous Emancipation of One Harley Quinn). While under the identity as Royal Pain, her voice was provided by Patrick Warburton (via armor vocal sound effects), who also played Blag in The Wild, Kronk in The Emperor's New Groove, and Ken in Bee Movie.



Starting off as a young girl named Sue Tenny in the 1960s, she was known to hold the power of technopathy when she was enrolled into the superhero school called Sky High. Despite her abilities, she was underestimated by the school, who then assigned to "sidekick" class. Through both The Commander and herself, it was stemmed from the school's lack of knowledge and understanding about potential in technopathy at that time.

Upset and torn by this event (as she also implied by The Commander to be mistreated for being a technopath due to him referred her as the weird one), Sue planned to destroy Sky High by creating a new weapon called the Pacifier, which can turn any person into a baby. Taking on the name Royal Pain, she planned on using the Pacifier to turn all of the superheroes in Sky High and open up her own supervillain academy to raise them as villains. However, she was caught in the midst of her plan by the superhero couple, the Commander and Jetstream. 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 to safety by her minion Stitches while the Commander took the Pacifier as a trophy of his accomplishment.

Ever since then, Stitches took Royal Pain under her care, raising her as his daughter and hiding her identity away to ensure of another comeback. Taking under the name Gwen Grayson, she plotted to make another second attempt to destroy Sky High.


As a teenager, Royal came back to Sky High as Gwen Grayson, effectively working up to become Student Body President for the next few years, and gaining three supers (Penny Lent, Speed and Lash) to help her in her dirty work. She first appeared welcoming the new students and later took an interest towards Commander and Jetstream's teenage son Will (the protagonist of the film), even offering to have him as a date for the incoming School Homecoming dance. Her interactions with Will start to alienate him from his best friend Layla Williams, who decided to go out to the dance with Will's rival Warren Peace (whose father was a supervillain that Commander locked up).

Gwen slyly tricked Will into bringing in a huge party at his house, where she manipulated him into showing her his parents' trophy room. To that end, Gwen secretly had one of her cohorts to steal the Pacifier away successfully. She then proceeds to drive off Layla by insulting her and proclaiming that Will doesn't want to see her again, which left Layla in tears. Upon seeing this and being upset that his relationship with Layla is now ruined, Will angrily berates Gwen for driving Layla away and dumps her out of spite before telling everyone to leave immediately.

Despite her break up with Will, Gwen is finally glad that she got the Pacifier and repaired it for the homecoming dance. In the meantime, after looking through his father's school yearbook, Will soon catches up to the Pacifier's disappearance and Gwen's identity, believing that Sue Tenny was her mother. By the time, Gwen finally revealed her identity to the staff and students of Sky High, and started shooting the Pacifier at everyone, turning them (including Commander and Jetstream) into babies.

As Stitches loads up the babies into a bus, Gwen gloats over her victory until Will confronts her. She then revealed that she was Sue Tenny to begin with because she was turned into a baby when the Pacifier exploded, making Will grope in disgust that he actually hanged out with an old lady. Will and Royal Pain then engage into a fight, while Layla, Warren, and several sidekicks deal with Stitches, Penny, Speed, and Dash. Will (having inherited his mother's flying skills and his father's strength) manages to defeat Royal Pain by beating her down, but she pulls up one last trick on her sleeve: she rigged the school's anti-gravity device, which would make the school fall into the ground. However, Will uses his abilities to save the school from falling, leaving Royal Pain's plan in failure.

Gwen and her gang's defeat

Gwen and her cohorts imprisoned

The heroes then reconfigure the Pacifier to turn everyone back into normal while Royal Pain and her minions are locked up inside the detention room to prevent them from escaping (since the detention room negates anyone from using his/her powers). In the end, it is revealed that Royal Pain and her minions are sent to jail for their crimes, and she cried out to be put into solitary confinement to no avail.


  • William "Will" Theodore Stronghold
  • Steve "The Commander" Stronghold
  • Josie "Jetstream" DeMarco-Stronghold
  • Layla Williams
  • Ron Wilson
  • Ethan "Popsicle" Banks
  • Magenta "Maj" Lewis
  • Zachary "Zack" Braun/Zack Attack
  • Warren Peace



Gwen Grayson (Royal Pain) is a very pretty, seductive, and charismatic woman, but she is a calculating liar and a violent narcissist (The Commander described her as a complete and total psychopath). She is Will's ex-girlfriend, and Layla's arch-rival. She also underestimates Will and his partner friends, something that proved to be her own downfall; When she start to boasts her victory against Will, Will himself awakened his flying powers at the same time and his friends able to save Sky High as well.

She also held a strong grudge against Sky High due to its occupants ridiculed her potent technopathy, which started her career as supervillain she is now.

Powers and Abilities


Gwen Grayson (Royal Pain) demonstrates the ability to create and control technology known as technopathy.

Gwen Grayson (Royal Pain) is known as a technopath which means she has the power to make technology with her mind. She can build or create almost anything, from simply fixing a hi-tech gun to Pacifier.


No one can defeat Royal Pain.
~ Royal Pain
Commander: Royal Pain is a girl?
Commander: Do you honestly think you can kill me with that little toy gun of yours?
Royal Pain: My dear commander who said anything about killing you?
~ Royal Pain before pacifying The Commander.
I take you back my dear commander to your senior year at Sky High. A time before anyone knew what a technopath was so a brilliant yet misunderstood girl named Sue Tenny was written off as a science geek and stuck in sidekick class. She hatched a plan SO DARING, SO VISIONARY to start her own supervillain academy and raise a generation of heroes from scratch as villains! But first she had to destroy the very institution that DARED TO DISPURTCH HER GENIUS! And now so many years later that plan is complete, my only regret that this may be the finest supervillain speech ever given, and you don't even know what I'm saying.
~ Royal Pain to the pacified Commander.
Will: Look I'm sorry that my parents destroyed your mom now put my dad down.
Gwen: No one could defeat Royal Pain. When Pacifier was exploded I wasn't destroyed I was merely turned into a baby. Stitches took me away and raised me as his daughter.
Stitches: DADDY'S LITTLE GIRL! *laughter*
Gwen: Lunatic! That's right Royal Pain wasn't my mother ROYAL PAIN IS ME!
Will: Oh my god... I made out with an old lady.
~ Gwen explaining the truth about her identity.
And there goes your last hope of stopping me.
~ Royal Pain to Warren and Layla after thinking she killed Will Stronghold.
I went through puberty twice... FOR THIS?!
~ Gwen after her defeat.
~ Gwen in jail.


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Royal Pain 7
Royal Pain

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