Gwendolyn "Gwen" Grayson is the primary antagonist of Disney's Sky High film.


Sue Tenny from yearbook

Sue Tenny from yearbook.

Gwen Grayson was born Sue Tenny, probably in the early 1950s. She enrolled in Sky High School in the 1960s, and during Power Placement was placed on the Hero Support track. Enraged at the perceived slight being made a sidekick, she formulated a plan to start her own super-villain academy to replace Sky High.

She was the arch enemy of the Commander (as Royal Pain) and was turned into a baby by her own weapon, the Pacifier. She was found and adopted by her minion, Stitches/ Mr. Grayson and gave her the name Gwendolyn Grayson.

To help with her plan, in the school's Science Club, she created the Pacifier, a weapon that would de-age a person back to being a baby. Sue intended to use the weapon to turn the students and faculty of Sky High into babies and then steal them away. It was probably at this time that Sue created the powered exoskeleton that allowed her to become the super-villain, Royal Pain.

Also at Sky High School during this time was Steve Stronghold and Josie. At one point, Royal Pain captured the Commander and his sidekick, Mr. Boy. Just as she was about to pacify both of them, Jetstream intervened and kicked Royal Pain to the ground, disarming her. Stitches handed Royal Pain the gun, and Jetstream hurled towards the air. Royal Pain fired, but her beam hit Commander's chains, freeing the latter. After a brief struggle, the Commander took Royal Pain's pacifier and destroyed it. The Commander and Jetstream both thought that Sue disappeared just before graduation, but actually she was hit by the pacifier and turned into a baby. Then she was found by Mr. Grayson who adopted her and gave her the name Gwendolyn Grayson. Now Gwen, having the same intelligence as ever, began plotting her revenge against the Strongholds.

A few years later, Gwen became Student Body President of Sky High, with three cohorts: Lash, Speed and Penny.

She welcomes the new students, including the Stronghold's son Will Stronghold, who is amongst them. She knows full well that Will is attracted to her, and spent a lot of time with him, even asking him to the School Homecoming dance.

She later devised a plan by bringing a huge party to his house and tricking him into taking her into the Stronghold's super lair, the Secret Sanctum, where while they shared a kiss, Speed broke in and stole 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 dumped Gwen as his date to the dance and ended his relationship with her.

Later at the Dance, Gwen revealed herself to the crowd as arch-villain Royal Pain, which surprised the Commander, as he always thought of Royal Pain being male. Stitches handed her the Pacifier, and with it she turned all the heroes, teachers, and staff into babies.

Will Stronghold overheard the speech she gave the baby Commander of her past, and apologized to her, thinking that she was talking about her mother, but was shocked to find that she is the same person his parents fought years ago. The two engaged in a fierce battle, with Will emerging victorious after he discovered his powers of flight. With this new discovery, Will tossed her into the air and breaking her armored helmet. Royal Pain tried one last trick by detonating an electric bomb that stopped the school from floating, but Will and his friends saved the school from crashing. Afterwards, Royal Pain and her cohorts were arrested, with the villain begging to be put in solitary confinement (indicating that she may have regained some perspective).

Physical Appearance

As Gwe

Gwen in her Royal Pain outfit.

n, she is a pretty and sweet girl who mostly wears pink, but this is a trick to mask her true face. On one occasion, she was briefly seen in a white T-shirt, and on another, she was wearing a blue tank top.

As Royal Pain, she wears a golden coloued armor with a mask and a cape.


She also seems to have a nasty temper because her minion Stitches always seems to do something to annoy her. When she chokes him, he always said "Uncle! Uncle!". She also seems to have manipulated the bullies, Speed and Lash, along with the cheerleader Penny Lent.

Powers and Abilities


Gwen making a freeze ray gun with her mind

Gwen Grayson is a technopath. This means that she can control technology with her mind.