Layla set the map down and everyone gathered to look through it.

"Here's the anti-gravity room." Eloise pointed and Ditto sat on it so everyone could see where she pointed.

"Didn't Royal Pain seal off every route?" Magenta asked.

"She didn't seal off the air vents." Akito said.

"You'd have to be like a rat to fit in there." Zach said.

Ditto was about to transform, but Eloise stopped him.

"Oh, great..." Magenta muttered.

"Why not me?" Ditto asked.

"You owe me for this, Blondie, this is so stupid..." Magenta glared as she then turned into a guinea pig and climbed through the conduct.

"So unfair." Ditto pouted.

"Next time." Eloise promised.

"You better," Ditto smirked. "Princess Ixta didn't train me for nuthin'."

"I know, I know." Eloise smirked back.

"Look at those cute little legs." Zach smiled as he watched Magenta go.

"Okay, go about ten feet," Eloise called to the guinea pig girl. "There should be an opening to your right."

"Gotcha!" Magenta called as she turned right.

"How do you think Will and the others are doing?" Ditto asked.

"We can only hope and pray that they're fine, fine, fine~" Eloise cooed, reminiscent of her nanny.

"Find the access panel." Ethan told Magenta.

"What?" Magenta asked.

"It leads to the generator!" Zach told her.

"I'm on it!" Magenta then went that way.

Meanwhile...

Akito panted as he came into the school gym and saw Royal Pain beating up on Will. "Will... I know... You shouldn't hurt girls... But come on! ... Fight back!"

"Yeah! Fight back!" Estelle called out.

"You okay, Akito?" Emi asked.

"I need... Some water... Punch... Something... To drink..." Akito panted. "Ninetails and Warren... Kinda dehydrated me... From the halls... Phew!"

Estelle soon used her magic and made a glass of water appear.

"Thank... You..." Akito panted, then took the water and took a deep breath. "Okay, that's better."

Leon rushed over and decided to help Will to beat Royal Pain. Akito soon decided to do the same thing. Royal Pain charged for the three of them. Akito then kicked her and Leon punched her in a karate strike up into the disco ball. Royal Pain then shot down and hit the floor hard as Will was ready to hit her.

"WILL!" Layla called out.

Will looked over and once he was distracted, Royal Pain punched his face and made him fly all the way crashing out a window and falling off the edge of the school to fall to his death.

"NO!" Layla cried out.

"I hope he gains the ability to fly." Leon said.

Akito zipped out of the window and flew down to save Will from falling to his death.

"And there goes your last chance of stopping me." Royal Pain snarled.

"We'll see about that." Layla challenged.

"Will? WILL!" Akito looked around the clouds. "Will, can you hear me?!" Akito soon felt someone tap on his right shoulder. "Huh?!"

"Akito?" Will smiled.

"Oh, Will, you're alive!" Akito cheered, then saw him floating. "Wait, you can fly too?"

"Yeah, I guess I'm a late bloomer with both of my powers." Will smiled.

"Come on, let's get you back up there." Akito said as he started to fly up.

Will nodded as he then flew after Akito.

Warren soon held Layla back. Will and Akito then appeared by their flight.

"Surprised?" Akito asked as he floated next to Will. "So are we."

"Yeah." Will said.

Akito smiled to Will as they flew into the gym together. "I'll give you some pointers I learned from my old friend Rev later."

"Alright." Will said.

"Now go kick her butt," Akito rose his fist, then looked nervous. "I hope my parents allow that for this, 'cuz they told me to never hit a lady, luckily for me, she ain't no lady, she's a BEAST!"

"Couldn't agree more." Will said.

"Need any help?" Simon asked Royal Pain.

"Do what you must do." Royal Pain said. "Then we'll destroy everyone, including your parents."

"My... Mother...?" Simon's eyes twitched as he seemed to dislike his mother being destroyed.

"Yes, your mother." Royal Pain said.

Simon winced and cringed. Akito and Will flew with punches for the villain.

"I'm out then." Simon said.

"What?!" Royal Pain turned to him before getting a punch from Will and Akito.

Simon took out the Pacifier and turned himself back into his normal age of five as he narrowed his eyes. "Nobody hurts my mama..."

"Now you see that being evil is not that great." Leon said.

"I don't know about that, but nobody touches my mother..." Simon narrowed his eyes stoically.

"Close enough." Leon shrugged.

Simon lowly growled. Leon wasn't sure how to feel around him, but at least Simon wasn't going to be working with Royal Pain right now.

"Go Dad and Uncle Will!" Tyranitar cheered.

Ninetails, Teddy, and Mismagius came to Tyranitar's sides.

"How's it going?" Ninetails asked.

"I think Dad and Uncle Will are gonna kick Royal Pain's butt." Tyrantiar said.

"She deserves it." Teddy snarled.

"Totally." Mismagius agreed.

"She's getting what she deserves." Ninetails said.

The Pokemon nodded to that as Akito and Will worked together to defeat Royal Pain.

"You can do it, guys!" Estelle cheered.

"Kick that Royal Pain in the Butt!" Lee laughed as he stood with Estelle.

Drell was watching this through his crystal ball and seemed entranced by Akito's fighting skills which made him think of a very young Atticus. "He is so much like his father." he smiled.

Skippy seemed nervous about that.

"Why are you nervous?" Drell asked.

Skippy shrugged innocently and put his pipe in his mouth. Drell went back to watching the fight. Skippy gulped as he took his smoke break which had bubbles instead of actual smoke. Drell punched the air to go with Akito and Will's fighting like he were watching a boxing match.

"You can beat her, guys!" Estelle cheered.

"I know we can, cuz boys rule and girls drool!" Akito laughed.

"I'm not letting that slide!" Estelle called back with narrowed eyes.

"Sorry!" Akito called back.

"You better be..." Estelle growled.

Will lifted Royal Pain in the air.

"Let her down 'gently'!" Akito called with a laugh.

"Finish her off!" Emi called out.

Royal Pain hit the floor hard and statically jolted. Akito decided to let Will handle this one as he watched his newest friend punch the mask off of the girl's face.

"He did it!" Estelle cheered.

Stitches closed the back of the bus and was about to go in the driver's seat, but was faced with Ron who looked very angry with him. And was about to be kicked off the bus.

"There's only one person authorized to transport superheroes and that's Ron Wilson, bus driver." Ron firmly told the villain.

Stitches grunted and rolled his eyes in annoyance of this man.

Ron then threw Stitches out firmly. "And I'm Ron Wilson, bus driver."

"Alright, now what?" Jenny asked.

"I found the generator!" Magenta called out. "...I think."

"Cut the red wire, it's the scrambler!" Jenny told her through the vents.

"There are a lot of red wires down here!" Magenta told them.

"Hmm..." Jenny looked through the map with Ethan.

After Royal Pain seemed to be knocked out, Will ran to hug Layla and Warren gave him a friendly pat on the back. However, Royal Pain pushed a button on her glove and it started to make the school fall right out of the sky.

"Guys, is it me, or are we falling?" Emi asked nervously as she hugged Akito.

"It's not just you." Estelle said.

"The school is falling!" Layla cried out.

"Magenta, hurry up and pick one!" Jenny cried out.

"CHEW!" Zach and Ethan told the guinea pig girl.

Will ran and flew out the window to save the school from falling. Akito flew off and joined him. They came underneath the school and held their hands against the bottom as it was coming crashing down. Akito and Will both used all of their strength to keep the school from crashing.

"Magenta, chew the wire, anyone will do, just so we don't die!" Jenny yelped as she latched onto Vincent.

"I can help!" Ditto smiled.

"TRY ANYTHING!" Zach and Ethan cried out as they panicked.

Ditto rushed out of Eloise's hands and went to join Magenta to cut the wire. And where Ditto soon arrived by her side and helped her cut a single wire she was trying to chew off.

There was a new couple who was moving into a house, but unfortunately, Sky High was about to fall on top of it if Will and Akito couldn't save it in time while Ditto and Magenta cut the wires. And where after a while, Magenta and Ditto finally cut it. And just in time too as the entire school was about to crush the new house and where Will continued to groan and then he saw the school lift up above and then looked at Akito.

"Phew!" Akito looked relieved.

The couple held each other as they crouched slightly and looked in surprise at the two boys.

"Heh..." Will smiled sheepishly. "That could've been messy."

"You two have a nice night now." Akito said before grunting as he flew up with the school in his hands.

Will then flew after him as the couple looked gobsmacked. "Good night!"

The man fainted into his wife's arms as the two went back to fly with the school in the sky.