Will's new powers put him up in the hero track, where he is partnered with a girl named Gwen Grayson. Will soon falls for Gwen and does not keep up with the friends he made as a sidekick. Will has an old friend named Layla, whose power is to grow plants. Will gets more popular. Gwen gets him to invite all the popular kids for a party. When Layla comes over to tell Will that she loves him, Gwen stops her and tells her that Will has new friends. Layla is upset. When Will learns about it, he breaks off the date. He was going to go to the prom with Gwen, but now decides to stay home.