Genre: Action/Sci-Fi/Comedy
Director: Joss Whedon
Writer: HG Hansen
Based on the novel by James Patterson
Cast: Olivia Cooke, Dylan Sprayberry, Jodie Foster, Nicholas Hamilton, Connor Kalopsis, Breanna Yde, Alyvia Alyn Lind, Colin Ford, Nathan Fillion, Patrick Stewart (voice), Simon Pegg (voice)
Plot: Welcome back, everyone. Here's what transpired in the last adventure. Basically, who Max and her “flock” are, how they’re on the run, one of them got kidnapped, their mentor betrayed them, whose psycho son who’d possibly be her brother tried to kill them, she ended up killing him, to finding out who’s their real parents and getting a Scottie. Oh, also, some crap about her destiny to save the world. “All caught up… if not, too bad causes the world waits for no man the same for 98% human/2% bird-people… Now back to our previous presentation…”
It’s a bright clear sky as Max (Olivia Cooke) and The Flock are flying to Washington D.C. Max carries Total, as Gasman (Connor Kalopsis) makes a joke about seeing a UFO. Max rolls her eyes. Nudge (Breanna Yde) asks how much longer. Max responds just another hour, which she doesn’t say anything to. Fang (Dylan Sprayberry) checks if she’s okay to which asks for what, to the headache, chip, the-voice-in-her-head, or other issues. Max smiles through the pain until Fang mentions Ari, which she says nothing. Fang notices and is happy she picked herself. Max and her Voice (Patrick Stewart) discuss her guilt over killing Jeb’s Eraser son, Ari. Jeb’s last words of her killing her own brother echoes. Mx reminds herself Jeb's a liar, but the Voice thinks she had to kill Ari for the greater good and face reality head-on.
A group of Erasers waits for orders till they get a message of where the Flock is. One of them questions it, which other smacks him in the face as he shouldn’t issue orders based on reliable info. He transforms groaning in pain.
The group flies as Angel (Alyvia Alyn Lind)asks for Total, but Max thinks Fang should carry him. She makes a joke about wanting a dog, which he smirks. After handing over Total, a dark cloud begins to cover them. Fang asks if there’s a storm coming. Nudge jokes it looks like Wizard of Oz flying monkeys. Max looks closer, looking grim as she sees a new nightmare. A flock of newly winged-Erasers...
The Flock beat them since the Erasers’ wing is too big. Max's attacked surprised to see that it's Ari (Colin Ford). Eventually, the Erasers retreat. As they fly, Max notices that Fang’s lagging going to check on him. He says he’s fine just before he passes out. Max & Iggy (Nicholas Hamilton) dives to rescue him and Total. They get Fang to the ground trying to stop the bleeding. A jogger sees them calling 911. Max tells the younger kids to hide and wait. They refuse and stick around when the paramedics come.
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’re adopted by missionaries. A doctor comes to talk to Max, leaving Iggy in charge. The doctors use Max’s knowledge as an example of how Fang should be treated. They tell her to get ready to donate blood and end up giving two pints. She then goes to find the Flock. They’re in a room with three men and a woman. Max can’t tell if they’re Erasers. The adults say they’re FBI agents there to help them. They eat some of the kids’ food to show it isn’t poisoned. Max gives the go-ahead, and they savagely eat the food. Angel shares food with Total.
We see a montage of the Agents questioning the Flock. Nudge furiously talks their ears off. To make it awkward, Iggy sarcastically blames staring at the sun for his blindness. Gazzy gives them the innocent, stupid kid act. Angel cutely uses her powers to stop any questions. Max dodges any questions about Jeb, Colorado, or the School.
A new agent, Anne (Jodie Foster), walks in to talk to Max. She explains there have been rumors about the Flock and the School. She offers Fang’s medical care, food, and shelter. Max's hesitant until Anne blackmails the whole situation to twist her arm. This creates some tension between them. The doctor tells Max that Fang will be okay in about three weeks (which 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. 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 while her hatred of Erasers helps her fight, it blinds her to the big picture.
Fang’s mostly healed, but Anne’s worried that he isn’t. Max agrees with Fang as the Flock hates hospitals.
They drive to Anne’s Virginia home, which Fang describes to Iggy as “Paradise.” Ari’s in a tree watching the Flock arrive jealous to see them cushy.
The Flock searches the grounds checking it out for safety. Anne tells them dinner’s in half an hour as Max waits for the catch. They go to check out more animals on the way. A dog barks at Total. Max thinks she hears him call the other dog “Putz,” but realizes it's just Gazzy.
After dinner, they go over the papers they printed out at the Institute, but it's in code. They’re getting used to life at Anne’s after a few weeks. Fang shows a correlation between the numbers on the pages and the book of detailed maps of DC he got from Anne’s car.
The first sequence is an abandoned, old pizza parlor. The next one's an old, abandoned house. They decide to check it out after the squatters leave. They find a picture of a baby that looks 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. They're so scared, they fall down the stairs. The Voice jokingly loves Max's laughing as the world burns.
Max gets out of the shower and sees herself as an Eraser again. Eraser mocks her, making her feel she’s going crazy. Fang consoles her agreeing to kill her if she becomes an Eraser, then kisses her forehead. He disappears, leaving Max confused.
While researching Anne’s laptop, Max hears Total (Simon Pegg) talk again, but Gazzy’s nowhere around. Angel admits he can talk, which shocks Max. Total jokes he's still getting used to flying bird-kids.
The Flock can’t sleep at night, so they go flying around. Repeating her destiny, The Voice tells Max to go with the Flow. She discovers that she has super speed. From afar, Ari's even more upset & jealous that Max's new gift. The higher-ups approve him taking her out. He uses a thermal sensor to show Max II, a clone, the Flock.
The Flock checks more addresses. Angel tells them Anne seems okay, but there's something she’s hiding. Fang's address is a barbershop. He's really disappointed. Iggy wants to check out his address but can't since Total is near a fire hydrant. When the address is a bust, Iggy gets really upset. The Flock tries to calm him down but no avail. He smashes a window, and cops appear. Max & Gazzy have to convince him to leave. Total urges they go fast.
At a delicious dinner, Anne sneaks in that they're starting school. Fang laughs, which Anne almost barks isn't a joke. Max flies off, upset, but Voice remarks she can't run away. When she returns, Fang tells her that Anne can’t replace her. The Flock knows who kept them safe.
They prepare for their first day of school. Iggy jokes playing hokie, but Angel's excited. Nudge mentions Max looks like a Barbie, making Max scowl. Dropping them off, Anne emphasizes to walk home.
At their respective classes, Angel shows off, Nudge swears in class; a girl flirts with Fang; Gazzy encourages a kid’s stunt, which another calls him dumb for it; Max makes a friend, JJ. Called to the office, Max finds Gazzy and Iggy waiting outside. The principal, Mr. Pruitt (Nathan Fillion), says they set off a stink bomb. He rants about how horrible children are. After mocking Mr. Pruitt, Gazzy recounts the stink bomb story, which Total thinks is cool. Max scolds them before Anne scolds them over hot chocolate and cookies. Later, Max's worried by how Angel can't wait for the end like Jeb said.
In the study hall, Max some trouble conversing with Sam feeling she won’t ever fit in anywhere. Max escapes the library when Mr. Pruitt starts yelling at a kid. Max sees Fang in a classroom, and notices he isn’t alone. A red-headed girl kisses him, which he reciprocates. Max runs to the bathroom to calm down. The Voice annoyingly suggests she has feelings for Fang along with they can't be kids forever.
Ari talks with Max II and fantasizes about being the Flock leader, his slaves, as they watch them walk home. Then he unleashes the Eraser on them. They all fight them off. Max faces off with Ari but can’t kill him, reminded when he was a little kid. As the van speeds away, Max finds it odd that a flash of blond hair's seen. Max explains the Erasers to Anne, who's worried, as they come home bloody. Max tucks Nudge into bed while listening to how she doesn’t want to leave the farmhouse. She goes to Angel next, who tells Max Ari hates them but loves Max.
Fang tries to calm Max down about Anne, acting like a mom. This leads her to blurt out about the redhead. Fang relaxes her then informs her of the blog he's been keeping. Max II spies on Max, knowing exactly how she feels: alone.
JJ informs Max about the field trip to DC. Nudge gets lost in a crowd at the school buses. Angel wants to change the teacher’s agenda for the day but decides that Max would be mad.
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.
During the trip, Iggy and Gazzy sneak into the school's basement as Mr. Pruitt and Mrs. Cox come down in a filing room. Mr. Pruitt tells Mrs. Cox to hide some files. They leave and Iggy and Gazzy to go fly, but are soon surrounded by people approaching from either side. Iggy tells Gazzy to get “the thing.”
After the trip, there's an explosion, and the sprinklers go off. Max & Nudge both suspect Iggy and Gazzy, but Max says nothing. Mr. Pruitt brings the entire Flock to his office and chews them out even before seeing 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. Max argues against it. With a stern face, Anne reminds who's actually in charge.
The Flock argues about staying. Everyone except Max wants to for Thanksgiving. Max reluctantly agrees if nothing else goes wrong. Max walks by Anne’s room and hears a story about recently missing children. There's an interview of the Griffiths, who lost one 14 years ago. Iggy’s supposed last name is Griffith.
Not caring they're grounded, Max and Fang decide to find the house the couple was interviewed in front of. They don’t have any luck and return to Anne’s. She's up looking for them, but all they fly in the window and go to bed.
For a couple of weeks, nothing awful happens. Max agrees to go on a date with Sam. When she looks out the shop window, she sees Ari smiling at her. She tries to figure out what's going on, especially when she sees her reflection. Fang's 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'll always know she isn’t evil.
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'd 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, that's 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 Fang found. Max says it's time to move on, but they convince her to stay. Anne freaks out while they all help prepare Thanksgiving dinner. They go around saying what they're thankful for. Anne says she wants to adopt them all.
After having some reservations, Iggy decides to meet his could-be parents. To prove that he's their son, they mention his birthmark, which he shows. They realize he's blind but still want him no matter what. Iggy decides to stay. Max deals with losing a member of the Flock while they all say goodbye.
Ari orders a large group of Erasers to capture the Flock, alive. At first, he plans to kill Max but later changes it to kidnapping her and keeping her even if He'd cut off her wings.
Mr. Pruitt announces to the school that Iggy's missing. To avoid Mr. Pruitt, Max sneaks into the teacher’s lounge, where three teachers are waiting with Tasers. Max fights her way out, leaving Mr. Pruitt very angry. She's supposed to be his prize for helping the School. Max runs down the hall calling to the Flock that they need to leave right away.
The Flock all meet up to exit the school. Mr. Pruitt tries to run Max over, but she uses his car as a launchpad, and they take off. Max has already packed their stuff, hiding it in the bat cave, but Angel still has to go back 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. After being stopped by an emotionally manipulative Anne who yells at Ari, Max tries to get everyone to go when Iggy suddenly shows up helping fight off Erasers. He explains that his parents wanted to sell his life story rather than keep his secret.
Max warns to leave them alone, or she'll take them out. Anne says the whole world is her maze to figure out and has no choice in running that race then tells her she's the boss of The School, The Insitute, everything. The Flock is set back by this. Anne tries to explain, but Max won’t hear it. She barks a command, and the Flock starts flying away. The new Erasers seem to be able to fly better than the last ones they've encountered. They pick up the pace and fly through the woods. Maxes uses her super speed, but Ari catches her off-guard. After they land, Ari offers Max a safe place for just the two of them, but she can’t leave the Flock. Ari attacks, but Max takes off, feeling sorry for him.
Max emerges from the trees, but only Fang's in the sky. Ari follows, but Fang pays him back for his previous injuries. After landing some hard shots, he uppercuts Ari sending him crashing into some trees. Fang warns to leave them all alone. The Flock reunites at the bat cave. At Angel’s suggestion, they decide to go to Florida.
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 warns Max to stay focused. She argues with it then 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's meant to survive by flying to uncontaminated land. She explains that many people at the School were thinking about a company that would blow up the world, but she can’t remember its name. Fang suggests they hide on a remote island. Max tells him to research it while she works out their other problems. He jokes for her not to cut herself again, and she promises not to. Something's 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 feeling someone's watching them. Angel confirms that there's someone else there, but they aren't Erasers. Max calls out to them, and a starving boy and girl appear. After Max feeds them, they explain that they're each kidnapped by doctors in white coats. While Max's on watch, the two kids sneak off. Max follows approaching them when the girl takes out a transmitter. The kids tell Max that their kidnappers made them track the Flock or be left in the swamp to die. The Flock approaches, and Max says they need to go. The girl shows them the company name: Itex. Max leaves them some food as they leave.
They stop in a small town to research Itex and find that the vast conglomerate owns half of the world and hands in everything. Max remembers seeing the logo everywhere, including The School.
The younger kids convince Max to let them go to a major theme park. Ari is mad that they're there. As Max and Fang are uneasy, Total's dressed up as Iggy’s seeing-eye dog. Max keeps scanning the crowd for Erasers while they go to all the rides they want. A girl accuses Total of talking, but Max plays it off as Gazzy’s ventriloquism. Ari awaits for the Flock. A kid comes up to him, thinking he's Wolverine. He signs the kid’s shirt, but he loses the Flock. He still enjoyed the feeling of being wanted the kid gave him.
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. Total pretends to talk like a walkie-talkie leading them out. Max covers his mouth. Nudge can suggest what car parts to use to get a car working at a poorly guarded junkyard. They push it then cram into it. Gazzy jokes why "The Dog" gets a front seat, which finds "The Dog" unbelievable. Max tells them to shut up as Fang begins the 99 Bottles song.
After sleeping in some trees, the flocks get back in the car to go to Itex. While driving, they get pulled over. Angel brainwashes the cop to let them go. Then, she proclaims she'd be the leader, with Total as right-hand. Max jokes, "Till a rabbit runs by." Max reassures she got the leader thing down, but Angel doesn't sound 100% convinced. Max has a bad feeling.
They go to the Twilight Inn and get cleaned up. Total screams at an idiot on a gameshow. Max realizes Itex products are all around them and always have been. After they go to sleep, Max wakes up, bound and gagged. She's unable to get free in a sensory-deprivation isolation tank.
Max II wakes up with Total licking her. Next to her, Gazzy mentions he's hungry. Max II offers to cook, which Fang finds odd. Iggy says he'll cook, which Max II finds strange since he's blind. Covering her tracks, Max II offers to comb Nudge's hair, who finds surprising. She shoos Total off the bed. Everyone stares at her, which she looks confused.
Max thinks that she'll go mad as The Voice doesn't know where she is. She struggles with her identity. Eventually, someone opens the tank. She goes through a lot of pain because of her remaining senses. Ari tells her that Itex wants to terminate her because she leads with her heart instead of her head. Someone comes along and yells at Ari, so he puts her back in. She slows down her entire body so she'll appear to be dead.
Max II goes through the motions of scoping out Itex to lead the Flock to be terminated. She leads them to a room and has Nudge look at the computer while waiting for their end to come.
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. Ari seems happy she got away.
Max flies to the motel. The Flock's gone, but their stuff's still there, including the car. She gathers everything and hides it at the top of a pine tree. She goes to the woods to find the Flock, and a snake falls on her. Suddenly, she's covered with snakes and takes off to get rid of them. The Voice tells her she must conquer her fears. She relaxes by focusing on the Flock. The snakes vanish. Knowing she wasted time, she rushes back to Itex to find the Flock.
Max II gets frustrated that Nudge isn’t finding the “save the world” information that she's supposed to. Nudge's confused by the file on Jeb, who supposedly isn’t connected to Itex, contains a video of how Nudge was stolen from her parents along with them being terminated. Nudge begins to cry, but Angel screams, being bitten by Ari. Suddenly, they're all attacked by their worst fears. Fang tries to tell them all that it isn’t real. Max II smiles wickedly, helping Ari.
Max tracks the Flock by scent. When she finds them in the Itex building, she's surprised they don’t seem to realize Max II isn’t her. Max uses her full super-speed to crash through the window. When Max drops down, Max II's surprised. Max comments on how her invitation must have gotten lost as the illusions go away. Max II tries to convince them she's the real Max. Clearing her throat, Angel informs her that she reads minds, and her dog isn't stupid with Total retorting the same.
They're trying to sort out the situation when a few white coats arrive. Ari only has concern for Max. One scientist tells Max II to take out the real one. She tries, but they're pretty evenly matched. Max II starts winning and pins Max mocking her. Suddenly, Max throws her off then begins to choke her out. The Flock 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's done being a puppet for them. Max II seems confused about which side she’s on. Gazzy's finally able to get out what he wanted to tell Max: “duck.” Max drops and rolls under the counter just before the explosion. She gets up from the debris and calls out to the Flock. The seven of them leave through the basement wall's massive hole as the building begins to burn.
After a tearful reunion exchanging stories, they grab their stuff to fly south till getting to the Everglades. After everyone falls deeply asleep, Fang shares a warm cola with Max. Fang questioned if Max saw what happened to Max II, which Max suggests she escaped. Fang sees Max's disturbed asking if her capture was bad. She nods as the sun rises. Max asks if Fang knew it wasn't her. Joking, Fang knew right away Max II wasn’t her because she offered to cook. They laugh, leaning against the other for a while. Fang smiles as Max's fades, memorizing/enjoying this moment as it lasts.
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