Donald: (Runs downstairs) I heard an explosion. What happened? Did we get attacked by shape-shifters again?

Chase: Ahh! No, but could you cover up? I'm seeing a few too many shape shifting over there.

Donald: What happened?

Kaz: I'm guessing a combination of gravity and middle-age.

Donald: (Points to table) To that.

Kaz: Oh, well, um, Oliver and Chase were talking about science, I got bored, I yawned, um, something flew out of my mouth, and voila, I set the table on fire.

Oliver: He found a another super power. It's a fire grenade.

Kaz: Fire grenade? That's lame. I'm calling it my yawn bomb.

Oliver: Yeah, 'cause that's much better.

Chase: So, wait, you just discovered something you didn't even know you had? How many powers were in that space rock?

Kaz: That's tough to say. I mean, it didn't really come with a manual, and even if it did, I probably wouldn't read it.

Donald: This is just like you guys when you unlock new bionic abilities.

Chase: Oh, yeah, except that our abilities come from a highly advanced infrastructure and theirs come from a magic witch pebble. Woooooo!

Donald: Either way, this is a great opportunity for the team. We can teach them to hone their abilities the way I trained you.

Oliver: Superhero school. That sounds like fun.

Kaz: School? Boring! (Yawns and fire grenade comes out of mouth, setting something on fire)

(Chase puts out fire with fire extinguisher)

Kaz: Well, that's the last time that umbrella stand attacks us.

(Intro Plays)

. . .

(In Mission Command)

(Guys come down in HyperLift)

Donald: Good news, ladies. I'm about to teach my first class of superhero school.

Bree: I'm out.

Skylar: Right behind you.

(Bree and Skylar leave)

Donald: Okay guys. I will be your instructor and Chase will be my apprentice.

Chase: What? Why am I the apprentice?

Donald: Because you don't know anything about superheroes.

Chase: Oh, and you do?

Donald: Hello, I am Donald Davenport.

Chase: Just because you wear disturbingly tight unitards, does not make you a superhero.

Donald: Have you ever tried fitting in them? (Takes box of bottles from Chase) Yes it does. Okay, Kaz, let's start your training by giving your fire grenades another go. I want you to use your grenade to hit the bottle in the middle and leave the others untouched.

Kaz: Got it.

Oliver: (To Chase) You might wanna back up. When it comes to learning, Kaz doesn't.

(Grenade comes out of Kaz's mouth and hits middle bottle)

Donald: You did it.

Kaz: Yeah, I mean, if our enemies are 16 ounces bottles of water, I think I'm ready.

Donald: Great job. Okay, Oliver, you're up. Now, since you have water and iced based abilities, I want you to use your Cryo Blast to freeze the bottle on the left.

Oliver: No problemo, teach. (Tries using blast and ice cube falls from hand)

Donald: Is that an ice cube?

Oliver: I don't know what that was. Let me try again. Okay, yeah, that was an ice cube.

Chase: I don't get it. It worked fine when you froze Roman and Riker's black swarm. Try to focus!

Oliver: I am focusing!

Chase: Well, focus harder!

Oliver: How about you go stand over there harder?! (Tries again and multiple ice cubes fall onto floor) Oh, come on!

Chase: I don't know whether to train him or call the refrigerator repairman.

Donald: It's okay, Oliver. We'll fix it. Uh, Kaz, why don't we see how your fire grenades handle rapid fire?

Kaz: I mean, I really haven't tried it before, but I imagine it goes something like this. (Grenades come out rapidly and hits all bottles)

Donald: Wow! Kaz, you're a natural! And Oliver, you're leaking all over my floor.

. . .

(On the terrace with Skylar and Bree)

Bree: So, how do you like Centium City?

Skylar: It's great, but it's kinda overwhelming. I mean, I'm just a small town alien girl.

Bree: Yeah. That's never gonna stop sounding weird.

Skylar: What I mean is, I've been to school, but I haven't experienced much of the real world.

Bree: Me neither! I couldn't be more socially awkward! And I don't know why I'm so excited about that. This is gonna be so great. I finally have another girl around. You're like the sister I never had. Well, I mean, Chase acts like an old lady, but it's not the same.

Skylar: Wait. You think of me as a sister?

Bree: Of course I do. Bring it in.

(Skylar flips Bree and grabs her ankles, pinning her legs)

Bree: What are you doing?

Skylar: Having fun with my new sis.

(Bree's bones start to pop)

Bree: Ow!

Skylar: Aww. Your tiny bone pops are adorable.

Bree: Okay!

. . .

(In the penthouse)

Oliver: (Comes downstairs) Uh, hey, Chase. Uh, can we talk? Smart guy to smart guy?

Chase: Well, we can talk smart guy to smartest guy. What's up?

Oliver: I'm just... not getting this whole superhero thing.

Chase: Yeah, me neither. We've mean over this. Magic witch pebble, woooooo!

Oliver: No. I mean, when I used my Cryo Blast to freeze the black swarm, it worked perfectly. But, earlier today, I was–

Chase: A dud?

Oliver: I was gonna say–

Chase: A failure?

Oliver: No. I was thinking–

Chase: A disaster?

Oliver: Would you let me finish?! It's weird. I mean, in school, I always picked up things quickly, but for some reason, I just– I can't figure these powers. Something's off.

Chase: I think I know what's off. (Stands up and walks over to Oliver) Your world is upside down because you're usually the 'A' student and Kaz is the 'F' student. It's psyching you out that he's better at this than you.

Oliver: What? No, that's crazy. He is not better than me, despit all the overwhelming evidence that says otherwise. I just need your help.

Chase: Okay. Maybe you just need some practice. Or we can focus on one of your other powers. It might be easier for you.

Oliver: Yes. That– That's a great idea. Ohh, I have another superpower that shoots a water vortex from my hand. I call it Cyclone Fingers.

Chase: Wait. You dispense ice and water? (Smirks) Do you also have a vegetable crisper?

. . .

(Down in Misson Command)

Kaz: All right. I think just one more should do it. (Blows fire greanade out) There you go.

(Portrait of Donald's head on stone wall)

Donald: Wow! I am smokin' hot!

Kaz: You know, I don't think that's gonna come off.

Donald: Nor should it.

(Bree comes down in HyperLift and runs in)

Bree: Quick! Help me!

Donald: Wait, what's going on?

Bree: (Points to mural on wall) That's gonna come off, right?

(Donald shakes head)

Bree: Okay... I told skylar that she was like a sister to me, and out of nowhere, she started throwing me around like Adam does with Chase. She gave me a wedgie. Girls don't do that.

Kaz: Heh, heh, heh... yeah.

Bree: (Mimicks Kaz) Yeah, what?

Kaz: That's how all the girls on Skylar's planet are. Yeah, they're beautiful and friendly and incredibly violent. They treat each other like brothers. I mean, I know it seems weird, but she's acting like that because she's bonding with you.

Bree: That's great. You know, all I ever wanted was a sister, but instead, I got a steal cage she beast that assaults me in my own home! (Hears lift coming down) She's coming! Hide me!

Donald: You have an invisibility app.

Bree: Right. (Turns invisible)

(Skylar enters)

Skylar: Hey guys. (Stops) Ohh. I think Bree wants to play another game. I can hear you breathing.

(Kicks and Bree appears, curled up on floor)

Kaz: Wow. She really likes you.

. . .

(On the terrace with Chase and Oliver)

Chase: You're doing great, Oliver. Maybe I was wrong about Kaz getting into your head. Let's try it again.

(Vortex appears from Oliver's hand)

Chase: Okay, that's good. We're good. I said we're good!

Oliver: (Vortex disappears) This is amazing. Chase, I– I can't thank you enough.

Chase: Well, there's always money.

(Kaz and Donald enter)

Kaz: Hey guys.

Oliver: Oh, hey, Kaz. What a coincidence. Chase and I were just not thinking about you.

Donald: What are you guys doing out here?

Oliver: Nothing much. Just perfecting this super cool new power. Check it out: Cyclone Fingers.

(Cyclone comes out of Oliver's hand. It slowly gets out of control)

Chase: Uh, Oliver?

Oliver: Don't worry. I got this.

(Donald gets sucked in vortex and launched off terrace)

Kaz: That was really good, bud... up until that last part.

Chase: Mr. Davenport, are you okay?

Donald: Help! I'm hanging on by a hair! My luscious, full bodied hair!

. . .

Donald: Help me!

Kaz: Hang on, Mr. Davenport! Speaking of which, what is he hanging onto?

Chase: Uh, that would be a Daven-head.

Oliver: He put a giant bust of his own head on the building?

Chase: No. The Daven-head came first. He built the tower to support it.

Kaz: I knew he had a big head, but I never thought it would save his life.

Donald: I heard that, new guy!

Kaz: Hey, Oliver, I think that we should change the name of your Cyclone Fingers to Irresponsible Wind of Doom.

Oliver: I thought it was perfected and so did he.

Chase: Whoa, don't rope me into this. I'm still trying to figure out you super freaks.

Donald: I hate to interrupt, but could one of you heroes get down here and save me?!

Chase: Can you pull yourself to the top of the head?

Donald: I can't get a foot hold. It's too slippery. My face is too perfect.

Chase: Okay, I'll be right down. Wait, what am I saying? You two can fly. Get down there and save him. On second thought, why don't you go? (Points to Kaz)

Oliver: Why not me?

Chase: No offense, but I don't trust you with your own life. But if Mr. Davenport needs a cold beverage, you'll be the first person I call.

Kaz: I got this.

Oliver: No. I got this.

Donald: Actually, I can still hear you and my vote's on Kaz, or Chase even though he can't fly.

Oliver: Don't worry, Mr. Davenport! I'm coming to save you! (Hops over terrace and flies down) Ahh! Ahh! (Lands on Daven-head) Sorry. Still working on the landings. You know what's weird? You both look equally disappointed in me.

Donald: We are!

. . .

Bree: (Peeks out from elevator) Lost her. Finally.

Skylar: Ahh! (Falls down from ceiling) Gotcha!

Bree: Okay, you know what? That's it! (Flips Skylar on floor and pins her)

Skylar: Ow! Ow! Ow! (Gets up) That really hurt! Nice.

Bree: No, not nice. Skylar, I can't do this anymore.

Skylar: Bree, we're heroes. Can't isn't in our vocabulary. Let's rumble.

Bree: No. Okay, look, this might be the way you do things on your planet, but here, sisters don't throttle each other to show their love. We do it by pretending to be nice and then talking behind each other's backs.

Skylar: Oh. Well, I've been doing that too. Bree, I'm sorry, but I told you, this is all really new to me. The city, having a sister.

Bree: It's okay. I get it. This is all new to me too. That's why we're lucky to have each other, so that we can figure it all out together... but I can't do that if you're piledriving me into the floor!

Skylar: Well, why didn't you just say something?

Bree: Oh. I'm sorry. Were my screams too subtle?

Skylar: Okay. From now on, no more physical violence.

Bree: Thank you.

Skylar: Except once a week?

Bree: No.

Skylar: Once a month?

Bree: Not a chance.

Skylar: Holidays?

Bree: Fine.

Skylar: Great.

(Punches Bree in stomach)

Bree: Ow! What was that for?

Skylar: Happy Flag Day, sis.

. . .

(On Daven-head)

Oliver: Any chance you could move your hand over a litte bit?

Donald: Oh, yeah... and right after that, I'll just plummet to my death! You can fly. Why aren't you saving us?

Oliver: I keep messing up. What if I do it again, and one of us dies?

Donald: Well, if you're talking about me, that would be a tragedy of epic worldwide porportions.

Oliver: What about me?

Donald: If this was about you, we would be hanging onto a giant bust of your head.

(Kaz and Chase peer over terrace)

Kaz: Why isn't Oliver saving him? All right, well, I better fly down there and get him.

Chase: Wait, don't!

Kaz: Ah. You inherit the old man's building and bank account if he splats? Say no more.

Chase: No. Oliver needs to save Mr. Davenport himself. The reason he's having trouble with his powers is because he's insecure. You're outshining him and it's getting into his head.

Kaz: Wait. Okay, so he's intimidated because I'm so good at it?

Chase: Yes.

Kaz: Oh. Well, you know, I hate to say it, but I may need another superpower just to rain in all this awesome.

Chase: The more you succeed, the more it shines a light on the fact that Oliver is struggling. And the only way for him to get over that is to make him feel like he can do it. So we're gonna let him save Mr. Davenport

Kaz: Well, alrighty then. Let's go make some popcorn and see how this trainwreck turns out.

. . .

(On Daven-head)

Oliver: Oh, great!

Donald: What?

Oliver: I'm starting to get chilly.

Donald: It's official. You are the worst superhero ever.

(Daven-head starts to crack)

Oliver: Ah! Your face is cracking!

Donald: Forehead or cheekbones?

Oliver: Not you! The Daven-head! Our weight must be pulling it off the base.

Donald: No. Your weight is pulling it off the base. I was doing fine until you got here! Would you do something?

Oliver: Oh, I know exactly what to do. (Looks up) Kaz! Help!

Kaz: (Looks down from sitting on terrace edge) I'm sorry, buddy. There's no way I could carry both of you.

Chase: Nice. That excuse sounds pretty believable.

Kaz: Actually, it's the truth. I just realized Oliver's the only one with super strength. I couldn't save him if I wanted to.

Chase: Wait, so Mr. Davenport's life is really in Oliver's hands?

Kaz: Yeah. His wet, slippery, ice cubey hands.

(On Daven-head)

Oliver: What are we gonna do?

Donald: I'm sure Chase will come up with something.

Oliver: And what if he doesn't?

Donald: Well then, I guess we're gonna die!

(Daven-head cracks more)

Donald: I'm too young to die!

Oliver: I'm too young to die. You're just about the right age.

(Daven-head cracks more)

Donald: Ohh, we're running out of time. Oliver, you have to do something. You're the only one who can save us.

Oliver: You're right. (Looks down) And fall. (Falls off head)

Donald: Oliver! (Falls off head too)

(Oliver flys up, gripping Donald by his belt)

Donald: I'm flying! Yeah!

(Oliver flies up and both land on terrace)

Oliver: Hey, I did it! I'm a hero!

Donald: Yeah, but, uh, next time you save a guy, pick a better hand hold.

Oliver: Sorry. It was tough to get a grip with all your shifting shapes.

Kaz: (To Chase) I can't believe you came through.

Oliver: Hey!

Kaz: Oh, sorry. I mean, uh... yeah, I can't believe you came though.

Donald: Just out of curiosity, what was your backup plan in case Oliver here didn't save me?

Chase: Preserve your real Daven-head in the name of science.

Kaz: I was, uh, I was gonna get a spatula and meet you down at the sidewalk.

Donald: (Laughs) Hilarious. I'm leaving everything to Bree. (Leaves to go inside)

Chase: (Walks over to Oliver) I'm proud of you, Oliver.

Oliver: Thanks. Oh, and by the way, you were right. Once I stopped worrying about Kaz and started believing in myself, everything came together.

Chase: Hey, you really stepped up when it mattered... and that's part of being a hero no one can teach. Well, except me. (Walks inside)

Kaz: Congrats, bud. I guess we're both good at this superhero thing.

Oliver: Yeah.

(Kaz eats piece of popcorn)

Oliver: Were you eating popcorn while I was hanging off the edge of the building?

Kaz (Looks at popcorn bucket on edge of terrace, then back at Oliver) Uh, yeah.

Oliver: Well, did you at least save some for me?

Kaz: Uh, no. I thought you were gonna fall. (Walks to go inside)

. . .

(Skylar, Bree, Chase, Kaz and Oliver enter penthouse)

Skylar: Hey, Mr. Davenport.

Donald: (Turns around with mask on his face) Oh, hey guys!

Skylar: Eww! Okay, I'm from another planet, and I've never seem anything that weird.

Bree: I'm gonna Daven-puke.

Donald: All right.

Chase: And to think, we could've just let him fall.

Donald: (Sarcastically) Ha, ha.

Chase: What's going on?

Donald He's making a mold of my face to replace to broken Daven-head.

Oliver: Wait. If they're only doing your head, then why are you wearing that outfit?

Donald: Because I look great in it.

Kaz: (To Oliver) Do we have any any superpower that can make me unsee this?

(Donald shakes head and kids go upstairs)

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