The Flock is flying to Washington D.C. Max and her voice discuss her guilt over killing Jen’s Eraser son, Ari. What Max doesn’t realize is that Ari is back from the dead and planning his revenge on Max. He hates her because all her and Jeb care about is the flock. He knows where the flock is going.
The bird kids are close to their destination when they are attacked by flying Erasers. They start fighting them, realizing that they are big, but they are slower then them. Max is attacked from behind and is surprised to see that it is Ari. Eventually, the Erasers retreat. The flock discusses the total failure of the new prototypes. Max notices that Fang is lagging and goes to check on him. He says he’s fine just before he passes out. They get him to the ground and try to stop the bleeding. A jogger comes by and calls 911. Max tells the younger kids to hide and wait. They refuse and stick around when the paramedics come. They will all be going to the hospital with Fang.
Max stops the paramedics from shocking Fang’s heart, explaining it always beats fast. At the hospital, the others are made to wait and a nurse starts asking questions. Max says they were adopted by missionaries. A doctor comes to talk to Max. She leaves Iggy in charge. The doctors use Max’s knowledge and as an example of how Fang should be. They tell her to get ready to donate blood, and she ends up donating two pints. She then goes to find the flock while Fang is in surgery. They are in a room with three men and a woman. Max can’t tell if they are Erasers. The adults say they are FBI agents there to help them. The eat some of the kids’ food to show it isn’t poisoned. They want answers, but they stick with their fake story. A new agent, Anne, comes to talk to Max. She explains that there have been rumors about people like the flock and the secret labs they come from. She offers Fang’s medical care, food, and shelter (at her own house) for noninvasive studies of the flock. The doctor comes out and tells Max that Fang will be okay in about three weeks (which they figure will actually be about six days). Max introduces the flock to Anne, who tries to get them to leave with her then. They reuse to go anywhere without Fang.
The Flock gets settled in Fan’s hospital room. They think that he should be mobile by the next day. Max starts feeling sick and goes to the sink to splash water on her face. When she looks in the mirror, she sees herself as an Eraser. The voice tells her that while her hatred of Erasers helps her fight, it also blinds her to the big picture. Max listens to the sleeping flock and thinks.
Fang is mostly healed, but Anne is worried that he isn’t. He says that he is ready to go, as all of the flock hates hospitals. Ann eventually agrees and has them start the paperwork.
They drive through Virginia to Anne’s farmhouse. Ari is in a tree watching the flock arrive. The flock searches the grounds (so that Iggy will have landmarks) after cleaning up. Nudge feeds a carrot to a horse and Anne tells them dinner is in half an hour. Max is waiting for the catch. They go to check out more animals on the way to the house. A dog barks at Total, who barks back. Max thinks she hears him call the other dog “Putz,” but realizes its just Gazzy. Fang is still looking a little pale.
After dinner, they try to go over the papers they printed out at the Institute, but it seems to be in code. Max is starting to feel like Anne is now taking care of HER flock. They are getting used to life at Anne’s after a few weeks. Fang shows Max a correlation between the numbers on the pages and the book of detailed maps of DC he got from Anne’s car. The first number sequence takes them to a pizza parlor that looks like it has been abandoned for decades. The next one is an old abandoned house. They decide to check it out after the squatters leave. The find a picture of a woman holding a baby that looks just like Gazzy. The men come back and follow Max and Fang’s shadows up the stairs. They come after Max. Fang spreads his wings, acting like an angel. Max joins in and they are so scared, the fall down the stairs.
Max gets out of the shower and sees herself as an Eraser again. Her reflection tells her that they are a part of each other. Max freaks out, pretty sure that she is going crazy. Fang consoles her He agrees to kill her if she becomes an Eraser.
While researching on Anne’s laptop, Max finds that there are ten missing kids from the DC area. Max hears Total talk again, but Gazzy is no where around. Angel confirms that Total can talk. The flock can’t sleep on night, so they go fly around. The voice tells Max to go with the Flow. While flying, she discovers that she has super speed.
Are trains to kill Max. He’s even more upset that he clocked her at over 200 miles per hour. She has a new gift and he is jealous. The higher-ups approved him taking her out. He uses a thermal sensor to show Max II the flock.
The flock goes to check out two more addresses in DC. Angel tells them that Anne seems okay, but there is something she’s not telling them. The first address (Fang’s) is a barber shop. He is really disappointed. Iggy still wants to check out the address by his name. Angel tells Max she doesn’t care where she came from because she won’t go back without Max. Iggy also gets really upset when his address is a bust as well. He ends up ranting about the difficulties of being blind, especially since he remembers not to be. He throws a rock, smashing a window. The cops are on their way and Max has to convince him to leave.
Anne informs the flock that they are starting school on Monday. Max storms out and flies off. When she returns, Fang tells her that Anne can’t replace her. The flock knows who saved them and kept them safe. They prepare for their first day of school. Anne informs Iggy that Fang will be in his class to help get his bearings. She drops them off and emphasizes that they are to walk home (not fly). Teachers come along taking the flock to their respective classes. Angel shows off; Nudge says “crap” in class; a girl flirts with Fang; Gazzy encourages a kid’s stunt and another kid calls him dumb for it; Max makes a friend named JJ. Max gets called to the office and finds Gazzy and Iggy waiting. The principal says the boys set off a stink bomb. They all deny it. The principal goes on a rant about how horrible children are before letting them leave. Gazzy recounts the stink bomb story for the flock. Max scolds them and they promise to try to blend in. Anne scolds them over hot chocolate and cookies.
Angel thinks about how Jeb told her that after Max saves the world, there won’t be may regular humans left. She can’t wait.
In study hall a boy named Sam gives up his computer for Max. She has some trouble conversing with him and feels like she won’t ever fit in anywhere. She Googles ter Borcht and finds that he is a scientist that was arrested for illegal genetic experiments on humans. Max escapes the library when the headmaster starts yelling at a kid for slouching. Max sees Fang in a classroom and is about to approach him when she notices that he isn’t alone. A red-headed girl kisses him and he reciprocates. Max runs to the bathroom to calm down. The voice suggests that she has feelings for Fang.
Ari talks with Max II and fantasizes about being the leader of the flock as they watch them walk home from school. Then he unleashes the Eraser on them. They fight and Max faces off with Ari, but can’t kill him again. As the van speeds away, Max finds it odd that she sees long blond streaked hair in the van. Max explains the Erasers to Anne when they come home bloody. Max tucks Nudge into bed while listening to how she doesn’t want to leave the farmhouse anytime soon. She goes to Angel next who tells Max that Ari hates them and loves Max.
Fang tries to calm Max down about Anne acting like the flock’s mom. This leads her to blurt out her jealousy over the redhead. Fang tells her to relax while she can and then informs her of the blog he has been keeping.
Max II spies on Max, knowing exactly how she feels: alone.
JJ informs Max that they are going on a field trip to DC. Iggy gets lost in a crowd at the school buses and a girl named Tess helps him out. Angel wants to change the teacher’s agenda for the day, but decides that Max would be mad. The school kids take their tour of DC. IN the White House, Angel goes missing. Max interrupts the redhead’s flirting with Fang to tell him . The president shows up returning Angel to Max.
Ari is overcome with jealousy as Jeb admires the flock on the White House security tapes.
Nudge suggest the code corresponds with the Bible, but it turns out to be a dead end as well.
Iggy and Gazzy sneak down into the basement of the school. Mr. Pruitt, the headmaster, and Mrs. Cox come down and they hide in a filing room. Mr. Pruitt tells Mrs. Cox to hide some files and she does. They leave and Iggy and Gazzy to go leave, but are soon surrounded by people approaching from either side. Iggy tells Gazzy to get “the thing.” Max is having Nudge absorb information from a computer when Mr. Pruitt comes along to nag them. There is an explosion and the sprinklers go off. They both suspect Iggy and Gazzy, but Max says nothing. Mr. Pruitt brings the entire flock to his office and chews them out even before he sees the black powder on Gazzy’s hands. Anne comes to pick them up, calms Mr. Pruitt down, gets them in the car, and grounds them all.
The flock decides to stay through Thanksgiving if nothing else goes wrong. Max walk by Anne’s room and hears a story about recently missing children. There is an interview of the Griffiths—Iggy’s supposed last name—that had lost a child 14 years earlier. The woman looks just like Iggy. Not caring that they are grounded, Max and Fang decide to find the house the couple was interviewed in front of. There is a recognizable church nearby. They don’t have any luck and return to Anne’s. She is up looking for them, but all they can do is fly in the window and go to bed.
For the net couple of weeks, nothing awful happens. Max agrees to go on a date with Sam. They go to the movies and then out for ice cream. When she looks out the shop window, she sees Ari smiling at her. She tries to figure out what is going on, especially when she sees her reflection. When nothing happens, she gets back to her date. At the end of the date, Sam kisses Max. Fang is up to question Max about the night. She says it doesn’t matter and tells him about seeing Ari and Evil Max. She also confesses about seeing Eraser Max in the mirror. Fang comforts her by saying he will always know it is her and that she isn’t evil.
Ari, hating the new Max, tries to deal with his neglect issues from Jeb and Max.
Max and Fang find the house that belongs to Iggy’s could-be parents. Max rings the doorbell and when the lady answers, Fang covers by asking if she would like to subscribe to a newspaper.
Iggy and Gazzy return to the file room in the school’s basement and find files about the school being an asylum until only two years ago. Gazzy finds a door that contains a very long tunnel. The flock looks up their school, which boasts that it has been around since 1985, but cannot find any confirmation. They decide that telling Anne would be pointless. They meet at night in a bat cave that Fang found. Max tells them it is time to move on, but they convince her to stay for Thanksgiving. Anne freaks out while they all help prepare dinner for the holiday. They go around saying what they are thankful for. Anne says she wants to adopt all of the bird kids.
After having some reservations, Iggy decides to meet the people that could be his parents. To prove that he really is their son, they mention his birthmark, which he shows them. They realize he is blind, but still want him no matter what. Iggy decides to stay. Max tries to deal with losing a member of the flock while the all say goodbye. Anne keeps asking about Iggy.
Ari orders a large group of Erasers to capture the flock alive. At first, he plans to kill Max, but later changes his plans to kidnapping her and keeping her where no one would find her. He would cut off her wings to keep her there.
Mr. Pruitt announces to the school that Iggy is missing. When asked by other students, Max says she can’t talk about it. To avoid Mr. Pruitt, she sneaks into the teacher’s lounge where three teachers are waiting with Tasers. Max fights her way out of the lounge, leaving the headmaster very angry because she was supposed to be his prize for helping the white coats. Max runs down the hall calling to the flock that they need to leave right away.
Sam tries to offer an escape route, but Max can’t trust him and plows him over. The bird kids all meet up and exit the school. Mr. Pruitt tries to run Max over, but she uses his car as a launch pad and they take off. Ari and some other Erasers arrive in a van and the flock takes off. Max has already packed their stuff and hid it in the bat cave, but they still have to go back to Anne’s for Total. Angel spots him being chased by an Eraser and swoops down to get him with Fang following for protection. Total jumps incredibly high to meet her and they take off again. From the sky, they see Anne yelling at Ari. Jeb comes by to make Ari back off. Max is trying to get everyone to go when Iggy shows up. He explains that he parents wanted to sell his life story rather than keep his secret.
Fang points out the mass confusion on the ground and Max dives down to complete their frustration. She tells them to leave the flock alone or she will take them out. Jeb says the whole world is her maze to figure out and that she has no choice in running that race. He also tells her Anne is the boss. Max isn’t surprised by the news. Anne tries to explain, but Max won’t hear it. She rejoins the rest of the flock and they start flying away. The new Erasers seem to be able to fly better than the last ones they encountered. They pick up the pace and fly through the woods. Maxes users her super speed, but returns back to the Erasers. Ari offers Max a safe place for just the two of them. Max tells him that she can’t leave the flock. Ari attacks, but Max takes off, feeling sorry for him.
Max emerges from the trees, but only Fang is in the sky. Ari joins them and Fang pays him back for his previous injuries. Max and Fang go to find the others. The flock is reunited at the bat cave. At Angel’s suggestion they decide to go to Florida.
Jeb lies his son Ari’s plan to steal Max and tells Ari he will help.
The flock is making the wary to Florida and Gazzy jokingly bumps Iggy, who then accidently drops Total. Max puts the speed on and catches Total. They return to the rest of the flock and Angel is crying. She is attached to the dog. Max doesn’t know if they can trust him.
Ari goes into Best-Mart and walks out with a Gameboy. When the employees and security guards come after him, he morphs some to scare them off.
The flock finds a place to sleep in Georgia. Max and Fang discuss their next step, but don’t come up with any ideas. Gazzy mentions wanting to go to the beach, but the voice cuts in and warns Max to stay focused. She argues with it and eventually takes off, leaving the flock behind. Max gets to the beach and uses a seashell to try to cut out the chip in her arm. Fang stops her when the flock arrives. Max breaks down crying
Angel tells Max that most of the world will blow up and the flock is meant to survive by flying to uncontaminated land. She explains that a lot of people at the school were thinking about a company that would blow up the world, but she can’t remember the name of it. Fang suggests they hide on a remote island. Max tells him to research it while she works out their other problems. He tells her not to cut herself again and she promises not to. Something is changed between them. They also find that Angel can talk to fish. She proves this by having a shark swim by them and wave its fin at them.
The flock lands in Ocala National Forest in Florida. They start cooking their dinners over a fire. Max gets the felling someone is watching them. Angel confirms that there is someone else there, but they are not Erasers. Max calls out to them and a starving boy and girl appear. After Max feeds them, they explain that they were each kidnapped by doctors in white coats that they haven’t been able to completely evade. While Max is on watch, the two kids sneak off. Max follows and approaches them when the girls takes out a transmitter. The kids tell Max that their kidnappers made them track the flock or they would be left in the swamp to die. The flock approaches and Max tells them that they need to go. The girl tells them the company name: Itex. She leaves them some food and they leave.
They stop in a small town to research Itex and find that the huge conglomerate owns half of the world and has its hands in everything. Max remembers seeing the logo everywhere, including The School.
The younger kids convince Max to let them go to Disney World. Ari is mad that they are there. Max and Fang are uneasy. Total is dressed up as Iggy’s seeing eye dog. Max keeps scanning the crowd for Erasers while they go to all the rides and places that they want. A girl accuses Total of talking and Max plays it off as Gazzy’s ventriloquism. Ari waits for the flock at the Splash Mountain exit. A kid comes up to him thinking he (in his half wolf, half human state) is Wolverine. He signs the kid’s shirt and by that time has missed the flock. He still enjoyed the feeling of being wanted the kid gave him. As the flock exits Splash Mountain, Max sees Ari. She sends the flock back the way they came (much to the dismay of some Disney employees) and they get out of the park.
They are all upset about having to leave early and end up by a news helicopter. They scatter. When Fang reaches Max, she tells him they need to get out of the air. At a poorly guarded junkyard trash heap, Nudge is able to suggest what car parts to use to get an Echo working. They push it down the street and cram into the care to find a place to sleep.
After sleeping in some trees, the flocks gets back in the car to go to Itex. While driving, they get pulled over. Angel convinces the cop to let them go using her mind. She then proclaims that she should be the leader. They arrive at Itex and the guard tells them to come back the next day for the tours. Max has a bad feeling at the seemingly lacking security.
They go to the Twilight Inn and get cleaned up, realizing how Itex products are all around them and always have been. They go to sleep and when Max wakes up, she is bound and gagged. She is unable to get free and is replaced by the other Max. She wakes up in an sensory-deprivation isolation tank. She thinks that she will go mad from the boredom. She tries to keep herself sane. Eventually someone opens the tank. She goes through a lot of pain because of her unused senses. Jeb tells her that Itex wants to terminate her because she leads with her heart instead of her head. Someone comes along and yells at Jeb, so he puts her back in the chamber. She slows down her entire body so that she will appear to be dead. When the white coats come for her, she takes the opportunity to get away through a window. She gets her wings to work just in time. Jeb seems happy she got away. Max flies to the motel. The flock is gone, but their stuff is still there (including the car). She gathers everything and hides it at the top of a pine tree. She goes back to Itex to prove to herself it was real. She goes to the woods to find the flock and a snake falls on her. She is suddenly covered with snakes and takes off to get rid of them. The voice tells her she must conquer her fears. She rushes back to Itex to find the flock
Max II wakes up and tries to interact with the flock. It doesn’t go well. She goes through the motions of scoping out Itex so that she can lead the flock to be terminated. She leads them to a room and has Nudge look at the computer while she waits for their end to come. Max II starts to get frustrated that Nudge isn’t finding the “save the world” information that she is supposed to. Nudge is confused by the file on Jeb (who supposedly isn’t connected to Itex) that contains details at how Nudge was stolen from her parents. Suddenly, they are all attacked by their worst fears. Fang tries to tell them all that it isn’t real, but Max II seems to think that it is.
Max tracks the flock by sent. When she finds them in the Itex building, she is surprised they don’t seem to realize Max II isn’t her. Angel looks at her through the vent just before Ari crashes into the room. Max II is surprised when Max drops down from the vent. The illusions go away, except Ari was real. Max II tries to convince them she is the real Max. Angel informs her that she reads minds.
They are trying to sort out the situation when Jeb and a few white coats arrive. Jeb only has concern for Max. Another scientist tells Max II to take out the real one. She tries, but they are pretty evenly matched. Max II starts winning and pins Max. Max is able to throw her off and almost chokes her out. Gazzy tries to interrupt but is ignored. Max refuses to sink to the scientists’ level by killing Max II. She gives a big speech about how she is done being a puppet for them. Max II seems confused about which side she’s on. Gazzy is finally able to get out what he wanted to tell Max: “duck.” Max drops and rolls under a counter just before the explosion. She gets up from the debris and calls out to the flock, but no one answers at first. Eventually the all sound off. The seven of them leave through the huge hole in the basement wall.
The flock exchanges stories. Fang explains he knew Max II wasn’t her because she offered to cook.