SUMMARY: SPOILERS AHEAD
The director tells Jeb that she wants the flock taken out and she wants proof. She wants her plan to take out half of the world’s population to go smoothly.
Max and the flock are trying to be inconspicuous by driving rather than flying out west. When they left Itex, they stole a laptop that is always connected to the internet by satellite, but is somehow not traceable. Fang uses it to blog about the experiences. Max uses it to find food quickly. They continue their journey by flight into Texas and camp in the trees of a state park. When everyone is asleep, Max and Fang discuss the plan. Max thinks they need to start at the School. They both wonder why they haven’t seen any Erasers for days. Fang takes first watch and checks his blog as the others sleep. He keeps getting messages saying that one of the flock is a traitor.
The flock stops in Dallas and everyone wants to do some sight seeing (except Max). Fang convinces her to attend an NFL game to draw out the Erasers, which will let them know if something worse is coming. At the stadium Fang watches the cheerleaders while Max gets increasingly uncomfortable. Angel tries to reassure her by saying they are having fun, that Fang loves her, and she’ll save the world. People in the Stadium around them seem to recognize the bird kids, possibly from their trip to Disney World. They stand on their seats and take off. Even then no Erasers show up.
They hide in the mountains. Fang says he got a ton of hits on his blog and people are trying to help him collect information. Angel makes a comment about needing to make connections and the voice pops into Max’s head to agree. It then tells her that everything is connected and that she will figure it out. Max asks about the Erasers and the voice tells her they were retired as well as all of the other recombinant DNA experiment. Now they are coming for the flock. Max tells the rest of the flock what the voice told her. Fang suggests they forget the mission and find a home. Everyone seems to agree with Fang and Max feels betrayed. Fang wants to hide until Itex is done with the world. Max explains her vision of the post apocalyptic world and Fang makes a sarcastic comment. Max takes off for the ground. The voice informs Max that she and Fang are crazy for each other. Fang keeps trying to talk to Max, but she keeps ignoring him. While talking about their options, Max can’t seem to give up the mission. Fang tries to convince her to find a home by kissing her. Max is confused and when Fang tries to kiss her again, she takes off. Fang is hurt by Max’s rejection and can’t stop thinking about her. When Max comes back, Fang wants to talk, but she makes him angry to avoid the awkward conversation. She looks down on familiar territory and realizes that she is near her Dr. Martinez’s house. She goes to see her friend while Fang waits in the bushes. When Max asks about, Dr. Martinez is still worried about attempting to take the chip out of Max’s arm. Fang shows her where Max tried to cut it out with a seashell. The doctor agrees to try. At the vet, Max is given a valium and ends up telling Fang that she loves him. After the surgery, she has lost the use of her hand, but the voice is still there. Fang teases Max about her confession while she gets used to her left hand being dead. They say goodbye and leave. Max asks what is up with Fang and he shows her a picture of Gazzy he found between two of Dr. Martinez’s books.
Meanwhile, Iggy and Gazzy argue over some explosive device while Nudge and Angel play a game. They decide to fly a bit and are surrounded by a swarm of Erasers in the sky. The four bird kids still in the sky (and Total) fight them. Gazzy yells a warning to duck and after the explosion, they realize that the Erasers are now robots. Just as Nudge is finishing up cooking dinner, a new swarm of Erasers—Flyboys—surround them. They try to fight them off with fire and explosives, but after 20 minutes, they are captured. Max and Fang are their only hope. After being drugged, Nudge, Iggy, Gazzy wake up in the back of a semi truck being taken somewhere. Angel is missing. Iggy starts loosing hope. When the Flyboys leave briefly, Budge suggests they try to bite through each other’s duct tape bindings. The Flyboys return just after Total starts working on her hands.
When Max and Fang get back to where they left the flock, they can see there was a fight. They follow an obvious desert trail to find the others. Fang makes fun of Max saying that she loves him, which gets her ready to fight. They find the others. Angel tells Max that she should be leading the flock and that Max is going to die.
Max wakes up strapped down to a bed and realizes that she is at the school. The rest of the flock is there as well, except for Angel. When everyone else wakes up and realizes where they are, Max tries to keep everything together. A woman comes in and offers cookies. Max sends her away. She tries to pep up the flock for an escape when Jeb, Anne, and Angel come in. Anne tells them that they didn’t leave the school and they dreamed the last 5 months. The scar on Max’s arm from removing the chip is gone and she can use her left hand. Total is also not there. Max sorts through the possibilities of what is really happening. Anne tells them that they are going to be retired. Max freaks out and tells Jeb and Anne to leave, and to take the traitor with them.
Ari wakes up Max and straps her to a lead wheelchair so that he can show her around. He doesn’t seem angry like usual. Max tries to convince him to run away with the flock. Ari tells her that all of the experiments have an expiration date that appears on the back of their neck when it gets close to the time. All the Erasers were killed except Ari because his date was soon and he is Jeb’s son. He shows Max a bunch of disturbing experiments and takes her back. Dr. ter Borcht comes and evaluates the flock’s flaws. He tries to question them, but no one gives any serious answers. Ari takes Max out again. This time he lets her walk. She sees a map labeled By-Half Plan. Ari explains they plan to reduce the world population by half. They turn a corner and run into Jeb and Angel. The little mind reader explains that she had to do the right thing because she deserves to be the leader. Max expresses her regret for saving her. When they separate, Ari tells Max what she’s up against: an army of Flyboys.
The flock receives a digital picture frame from the white coats. It shows the picture of Gazzy they have now found twice before. It zooms in on an Itex check for $10 thousand dollars. A white coat comes in to take Iggy and Gazzy for testing to see if they could be useful I the new world order. They refuse. The five bird kids are gassed and wake up outside for their termination because they refuse to cooperate. Just as Dr. ter Borcht is about to give the signal Angel hits him over the head. Ari starts to rip the cage apart. Max explains that Angel was her spy. Angel explains that Ari is on their side. Ari releases Total and they are shocked. The flock takes off out of the cage and Ari lets them by. Once in the sky, Max calls for Ari to join them. He does and the rest of the flock (except Angel) is upset. Iggy blows up the school with a car bomb he rolls into the underground garage. The voice comes back and so does Max’s scar from where her chip was removed.
Max (still having movement in her left hand) comes up wit a plan after flying for a long time. She decides to take the flock t the vacation home where they stayed previously. Fang objects because it breaks their rules. When they arrive, the owners are just leaving. They settle in and raid the kitchen. Fang drags Max outside to make her choose between him and Ari. Max has reservations about tossing Ari and tries to compromise with Fang. He shows her the scar Ari game him and tells her that she is making the worst mistake of her life. He flies off.
Max takes first watch while everyone sleeps. Fang returns but the still can’t agree. Fang announces that he is leaving. Iggy and Gazzy decide o go with him. The rest decide to stay with Max. Max’s mini flock tries to deal with Fang’s group leaving. The voice suggests they catch a plane in DC to Europe.
Fang misses Max. They head to the west coast to go to People magazine to spread their story. At Venice Beach, Fang tries to read a map while Iggy wants to vicariously ogle the girls. Suddenly, they are surrounded by Flyboys. They are able to take them out, but decide to go into hiding for a while. Fang doesn’t like being the leader.
Angel was able to get Max’s mini flock into first class seats on a plane to Europe. Max wants to get right down to business, but the voice convinces her to go sight seeing like the other want to. They go to see the crown jewels and then are creeped out by the wax figures at Madame Tussaud’s. They go to a library and find the main Itex is a 30 minute flight out of London. As they eat dinner, Max wonders if she did make a mistake by choosing Ari. When they arrive at Itex, Angel senses brains (some without bodies) thinking about carrying out the plan no matter what. All of the experiments are dead. Just as they are getting ready to go in, the voice explains that this is just another head of the Itex hydra. Max needs to find the center and strike. They start heading to France.
Fang’s group takes refuge from a gang called the Ghosts. They make it into the People magazine building on the premise of delivering sandwiches. When Fang asks to speak with a reporter, security is called and they have to run down 27 flights of stairs just to be caught and thrown out by security. Back at the safe house, Keez and the gang are prepared to fight with them. With the help of the Ghosts and their bazooka, they defeat the Flyboys. The cops are on their way, so Fang thanks Keez for his hospitality and everyone scatters.
Nudge, Angel, and Total guilt Max into letting them go to Paris on their way to the Itex world HQ in Germany. They eat, go to the top of the Eiffel Tower, and shop. Max helps Ari with a leather Jacket and sees his expiration date is very soon. In Germany, they find the Castle that is the Itex HQ. They sneak close to the gate and see the next generation of Erasers marching. They also see Fake Max. There are also clones of Nudge and Angel. They come up with a password just in case they are ever unsure. They get in line with the marching mutants and make it into the building and won the hallway. Angel confirms it is a trap. In a cell lined with beds, they steal some boots and watch the TV screens waiting for an English translation. The familiar looking woman says the Re-Evolution has begun. They listen to the rest of the speech and find these mutants are the ones that will live. The voice tells Max that she needs the rest of the flock. They crawl through the air ducts to find a computer. Nudge sends an email to Fang telling him to come quickly. They are caught by a white coat who points out that they are surrounded by Flyboys. The mini flock is taken through the building and into an office with a secret door. The director comes in and says that she is Max’s mother.
The director explains how she made sacrifices to save the world from people destroying it. She tells Max that they are being terminated because they are an older generation with an unknown lifespan. She orders the Flyboys to take them away to the place she has prepared for them, which is a dungeon, where they are chained to the walls. They all hope Fang in on the way. Jeb steps out of the shadows to tell Max that she can still save the world. He then reveals that he has been the voice in her head and tells her to trust him.
Fang, Iggy, and Gazzy are at a coffee shop and the homeless nerd from NYC with a Mac, Mike, approaches them. Fang asks about mass emailing every kid in the world. Mike is reluctant, but agrees after Fang shows him his wings. The nerd makes a sort of harmless virus that will get Fang’s message out. He sees the email from Max and decides that they are going to Germany.
Max and Ari sort out their misguided jealousies of each other all because they both wanted Jeb to love them. Max’s group is taken to a prison yard and put in collars (shocking/tracking). They are forced to “exercise” with about 200 other kids. Max II approaches them and explains that this is where they send the rejects to die. She has been there since Florida and there used to be thousands of them. Someone slips a note to max that Fang is on his way. Max hears the others muttering about how they don’t want to end up like the others and becomes inspired to lead them. Dr. ter Borcht wants to talk to them and takes them to a lab where 5 Chinese scientists look them over. They completely ignore Total and are disappointed by Ari. They mess with the Chinese for a while. Angel can’t seem to get in any of their heads. Max’s mom comes in and starts telling the scientists about Max. She sarcastically agrees to work for them with some outrageous demands they think are fair. Marian, the director, shoes off the scientists and explains that was Max’s last chance for survival. Max throws threats back at her mom. They are taken back to the dungeon and Jeb appears again. He asks Max if she would take advantage of her mom’s power. She explains what she would do if she had power and Jeb says that she passed a test. He explains that Marian isn’t her mother, just her designer. He also admits that he is her father. He asks her to trust him and tells Max that Dr. Martinez is her biological mother (donated the egg). Angel asks about their parents, but Jeb doesn’t know. He says Max is supposed to see the rally and there is a final test.
While waiting to sneak onto a plane, Fang catches up on his blogging, leading children all over the world in an underground movement to save the world.
Max and the other are escorted outside by Flyboys. There is a crowd ready to watch and a large metal door opens to reveal a man with a biotic arm, a girl name Mara who was mixed with leopard DNA, and other experiments. Marian brings out their ultimate success, Omega, who is meant to kill Max as a demonstration. Omega has been trained his whole life to kill Max, so they start fighting. Angel tries to get into his head.
Fang is updating his blog when Flyboys come into the hanger. They attack, and the boys fight. The Flyboys take out a plane and tell them that Max and the others are dead. Fang fights off the Flyboys and in the process almost shoots Gazzy. To get away, they head east to the ocean.
Max is about to land the killing blow on Omega when the director says to stop. Max doesn’t and is shocked by her collar. The director says their first test will be a race. Max wins by using her wings at the end and the director disqualifies her for cheating. She looses the strength test and argues that the intelligence test is impractical use of math for inane things. Angel riles all of the mutants into a riot. She explains to the director that they are people too and should be treated like it. They use the opportunity to check out a way to escape. The director calls out for the robots to settle the crowd. They start fighting the Flyboys and Angel gets the other mutants to join. Jeb tells them to hit the robots at the base of their spine because there is a design flaw that makes them crumple. Max fights alongside Jeb and passes his message on to the others. Ari falls to his knees and Max goes to him. He expires in her arms. They continue to fight. Jeb goes to Ari to mourn him and then tells Max that Omega can’t track well with his eyes. Omega sends the Flyboys away from Max so he can fight her. Max is unable to land a blow until she distracts Omega by moving fast. She leaves him passed out in the dirt, which upsets the director.
Rocks and flaming arrows come over the wall and through the electrified net ceiling. The director sends the remaining Flyboys to scare the blog readers away, but they forget about the net ceiling and are fried. The kids are trying to knock down the gate with a vehicle. Kids all over the world have started picketing top secret labs.
From the air, Fang, Iggy, and Gazzy dive into the ocean. The Flyboys try to follow and are destroyed.
The kids make it through the gate. Max and Nudge prevent the director from escaping. They carry her into the air. When Max drops her she agrees to confirm that Dr. Martinez is her mother. Jeb convinces Max not to kill the director. To celebrate victory, they head to an internet café in France to video chat with the other half of the flock. Max will go to them. When they are reunited, Fang promises never to leave Max again. They also visit Dr. Martinez and Jeb explains his motives for leaving to protect the flock. He also says they are the last experiments with souls. The flock takes off.