Will finds Royal Pain outside. She has loaded all the babies onto the bus and will retrain them to be bad people. He tells her to put his father down. They fight. Will is winning when Layla bursts in, distracting Will. Royal Pain manages to throw Will out of the window. All seems lost when Will appears in the window – he too has Josie's power of flying. He then kicks Royal Pain out of the window. The school begins to fall down. Will goes outside and uses his power to try to keep the school from hitting the ground. Magneta cuts the wire in time and saves the school from crashing into the ground.