Upside-Down Magic (2020) - full transcript

My mom used to say that everybody
has their something.

A special thing that makes them,
well, them!

For some kids,
their something is sports.

Nice shot!

For some kids,
their something is art.

For some kids,
their something is music.

Maybe not these kids, but, you know,
A for effort.

When I was seven, Mom got sick, and...

then it was just me and Dad.

I thought I had lost everything.

But then, I found my something.



Hey, Nory, I found...

It turns out my something...

was magic.

Upside down now
Oh, no

What's going on here
The world has turned around

Okay! Tomorrow's a big day
and so today is a big deal!

Tomorrow, after waiting six long years,

I head off to Sage Academy.

Where super-awesome magic kids
like myself,

learn how to be super-awesomer
and magic-er.

Could be scary. Could be overwhelming.

Nah, it won't because
I'm not going on my own.

I'm going with my best of BFFs,
the amazing, mystifying,

and also magic-ifying, Reina Carvajal!



"Amazing"? "Mystifying"? "Magic-ifying"?

What? I'm practicing hyping you up.

I need to let that school know
they've got a superstar on their hands!

I'm just trying to make it
through the first semester in one piece.

Are you kidding? We're gonna be great.

Go ahead.

Show everyone how good you are
without any training.

Okay. Okay, ready.

- Any requests?
- You know what I'm gonna say.

- You're gonna say "Sparkle Fireba..."
- Sparkle Fireball!

For sure, no doubt.
It's my favorite.

You say everything I do is your favorite.

Yeah, but Sparkle Fireball
is my favorite favorite.

It's a good one. But it's really hard.

Not for you!
You are a flame-throwing rockstar.

How was that?

It was all right.

If you like incredibly, awesome,
mind-blowing, magical powers!

'Cause you are so good at magic
it's bananas.

You are going to rock Sage so hard.

It's we who are going to rock Sage
so hard. Me and you.

Speaking of. Your turn.

Okay. Okay. Give me a second.
Let me concentrate.

Kitten, kitten, kitten.

Well, this is new.

I'm seeing kitten, of course,
but also...

kangaroo and beaver?

Hey, where'd you get my pencil?

I wish I just had a little more control
over the wacko-animals I turn into.

You're still magic.
That's what matters most.

Yeah, but like,
you just think about fire and... poof!

I think about a cat and I turn into
a terrifying abomination.

That's why we're going to Sage.

They're gonna teach you to be the best
abomination you can be.

Dad, are you sure we're in
the right place?

Is there supposed to be a bus
or something?

This is where they told us to go.

Are you okay?

- I... I might be a little nervous.
- That's natural.

Your mom said she was nervous, too.

She was? But she was so good at magic.

Of course she was nervous!
New things are scary!

But...

I know you're gonna be okay.

Then you know what?
I know I'm gonna be okay, too.

- You know what else?
- What else?

- You're going to magic school!
- I'm going to magic school!

What's happening?

Something awesome, right?
Some kind of magical amazing, something.

Hey, come on, let's go!
The school's not gonna walk to you!

Bye-bye parents!
See you at Thanksgiving.

Adios! Sayonara! Au revoir!

Catch you later! Ciao! TTYL! Bye!

Okay, come on, here we go,
no time to waste, can't stop for anything.

Oh, except this.

So, clap, clap, clap.
You can all do magic

Big whoop, I get it.

That's why you're going to magic school,
where you'll be up to your magical butts

in magical magic
for the next six magical years.

But, like, the one rule
of this little nature hike is no magic.

Okay? Here we go, come on!

Bye, Dad!

Okay, hello! Noisy, magic children,
please, keep your voices down,

as there are mystical creatures
and vicious monsterlings out there.

We don't want them jumping out
and tearing you all limb for limb.

Wow, that is really too easy.

Okay. Everyone chill, I'm kidding.
There are no mystical creatures.

Okay, unless you think skunks
are mystical.

Save your spray, dude.

He was just explaining the rules,
he didn't mean any offense.

Hey! What'd I just say about not doing
magic right now?

I wasn't doing magic!
I was just...

talking to a skunk?

Put a sock in it, skunk whisperer.

I know, I know, that is so uncool, bro.
We'll talk later, okay?

Hmm. What's up with emo-Joe over there?

Maybe you should try talking to him
and find out.

Yeah! Good idea! Get out there, mingle,
shake hands, kiss babies.

After all, these are our people.

Hey!

I'm Nory.

Nory Boxwood Horace.

Very cool backpack, by the way.
Where did you get...

- Our people are not big talkers.
- Solid effort though.

You know what's worse
than this spooky forest?

Nothing?

That old guy wearing cargo shorts
over long johns.

Awesome.
A creepy nightmare hole.

Excuse me, sir, are we lost?

Well, how would I know?
I'm just an old guy in wack threads.

Now. Follow me, if you dare.

Whoa!

Nory? I could use one of those pep-talks
where you...

tell me I'm a flame-throwing rock star,
because this is a lot.

You are a flame-throwing rock star.
And this is a lot.

But we got this.

Eh. Don't even bother.
Those don't work here.

Aw...

These other fire kids are really good.

Not better than you!
Reina, we're here!

Students.
Students! Students!

Welcome to orientation.

I am Ms. Knightslinger,
the headmaster of Sage Academy.

You are here at Sage

because you display some measure
of innate magical talent.

All of you will need guidance

and instruction to develop
your magic correctly.

The right way. The only way,

the Sage way.

Yes, it is all very exciting, I suppose.
Now!

Sage has five distinct schools,
based on the five types of talent.

Fuzzies, who communicate
with the animal kingdom.

Flickers, who can make an object come
to them with the flick of a hand.

Flares, who can harness the power of fire.

Flyers, who, well, fly.

And Fluxers, who have the power
to transform into any animal at will.

Yes! This girl right here!

Fluxing butt and taking numbers!

Are we done?

Sorry. I'm a Fluxer. But I´m done now.
Not done being a Fluxer,

but done talking.
Reina, tell me to be quiet.

- Nory, be quiet.
- Okie-doke.

As I was saying,

you have a magical talent,
and that got you in the door.

And by now, you're probably very clear
what that talent is,

and which school you are in.

- Fluxer!
- Nory!

- Flare!
- Nory.

Nory! Be quiet! Okie-doke.

Moving on.

We require all new students
to take a placement test,

to see if you qualify
for our honors level classes.

The Sage way
to evaluate Flare aptitude is thus,

be able to light a candle
from six feet away.

That's it?

I can make a basketball out of fire,
and dunk it through a hoop,

also made out of fire.

You are not here to show off.
You are here to learn the Sage way.

Now do it.

Please collect your card
and wait in the quad.

Hmm.

Uh...

Hey-o.

Mister Elliot Cohen?
Please don't waste our time.

- Light the candle.
- Okay.

First lost cause of the day.

- Was that okay?
- Very good, Reina.

Please get your card
and wait in the quad.

The Sage way
to evaluate Fuzzies is thus,

you will ask this dog a series
of questions

to which only we have the answer.
Proceed.

Hey, bro. What's your name?

- Banjo.
- Banjo.

- Banjo.
- Hey, Banjo.

- He's from Cleveland.
- Cleveland.

His favorite food is chicken a la king,
but he also really needs to go walkies.

The Sage way
to evaluate Flickers is thus,

make the vase come to you
from six feet away.

Ms. Paloma?

- Pepper!
- What?

Vase. You. Now.

Yeah, okay.

- We good?
- Quite.

The Sage way to evaluate Fliers is thus,

fly three feet off the ground,
stay in the air for 30 seconds,

and land safely.

Andres, we're waiting.

Andres!

Well, I don't need to tell you
that is more than three feet.

Thank you, Andres.
You can come down now.

You can't? Wonderful!

Skriff!

The Sage way
of evaluating Fluxers is thus,

flux into this grey tabby kitten,
hold the form for six seconds,

and then flux back to your human form.

One, two, three,

four, five, six.

- Nory.
- Yo.

Please flux into this kitten for us.

- Just the kitten?
- Yes!

- So, that kitten.
- Nory.

Okay. One kitten,
of the grey tabby variety.

Coming up. Made to order.

Hot and fresh.

One, two...

Oh.

Ta-da! Pretty cool, right?

Was there some llama in there?
It felt like a little bit of llama.

That was very unique.

Attention, everyone!

It is always a joy to meet the new class,
and today is no exception.

Well, perhaps a there were
a few exceptions.

Regardless, everyone,
please take a look at your cards,

and find out where
you have been placed!

- Nory, look!
- Awesome! Congrats.

What does yours say?

- That's not anything.
- Maybe it's broken.

- Ask somebody.
- All right, students!

Off to the dining hall
to get your uniforms!

No, Nory. You go that way.

Come along, Reina.

You gonna be okay?

Of course I am.
Now go get 'em, rock star.

What's a UDM?

Uh, hello?

Anyone?

Who are you?

Nory.

I was right behind you on the walk
this morning.

I looked kinda like this?

Ah! Yes, you are, yes, you were,
and yes, you did.

Okay, come on down.
And shut the door behind you.

The door, kid.

- What's this?
- It's your uniform.

Where's the cool jacket and hoodie
all the other kids get?

Oh, uh, you get to wear your own
cool jacket and, or hoodie.

Isn't that exciting...

- in theory?
- We don't get a special color?

No. But you do get a desk.
So sit down. Pop a squat.

Take a seat.

I am Mr. Skriff,
and I am in charge of the UDM.

What is this place?
Are you sure I´m supposed to be here?

Did you tank your placement exam
like us?

No! I blew their minds, with magic
they could barely understand.

In other words, you tanked
your placement exam. Like them.

He made smoke instead of fire.

She pushed the vase away
instead of toward her.

He could go up,
but he couldn't come down.

And you couldn't be just a kitten.

So, butt. Seat. Now.

I'm still pretty sure I'm not supposed
to be here.

Oh, and I'm deffo sure that you are.
Why? Because you're wonky.

And weird and your magic is defective.
Yup, that's why you're all here,

wonky, weird, defective magic.
We don't always know why it happens.

We don't really care why it happens,
but when it does, you come to me.

So, welcome to the School
of Upside-Down Magic.

So, UDM means...

"Upside-down magic."
Congratulations, you are a genius.

Or rather, not a genius,
at least where magic is concerned.

But buck up, kiddo! With a little luck,
we'll get that fixed.

- Really?
- No, probably not.

I mean maybe, but not usually.

Possibly, I wouldn't count on it.

But we, like get to do magic though,
right?

Right?

Uh, no. No, we do not.

We study, like, school stuff here.
Okay?

Math and things. Assignments.

Magic assignments?

Are you even listening?
No! No magic!

It's my job to help keep you productive,
busy, engaged.

It's also my job

to be the groundskeeper
and handle general maintenance issues

at this fine institution.

- So, wait. Are you a teacher or what?
- Am I a teacher?

What I am is very busy, okay?

So, please, do not pester me
with abstract questions.

Well, here's a clear, direct one then,
why can't we study magic here?

Because your magic

is wrong.

But, that's why we're here.
To learn how to do it right.

You are never going to learn
how to do it right.

Upside-down magic
will never be proper magic.

In the eyes of Sage,
you are unteachable.

So, what happens now?

You sit here. And you wait.

- For what?
- For your magic to disappear.

Magic is like a muscle.

If you don't use it,
it will wither away,

and eventually cease to work.

And then, we send you
back into the world,

where you can pursue a life as...

an accountant, or a dog groomer,

or whatever it is people do.

What possible reason
could you have for taking

a bunch of perfectly good magic kids
and letting them go bad like,

a bunch of bananas
you forgot in a drawer?

To protect humanity.

For a while, Sage treated UDMs
like any other students.

Until 1939, and a student named

Reginald Roberts.

Reginald was a Flare.

But he could only express his flame

through his basement furnace.

And yes, it was very funny to all.
But little did we know

that Reginald's upside-down magic
made him the perfect host for...

Shadow magic.

The dark side to our magic.

Magic that exists solely to cause chaos
and anarchy.

We were able to overcome the beast
that Reginald had become,

but just barely.

Shadow magic cannot work
without a human host.

And UDMs are its sole target.

Like, how a crack in a piece of fruit

allows the rot to seep in.

That's you.
You are that cracked fruit.

So. You will stay down here.

You will not practice magic.
And your magic will die.

But better it than all of us.

I suspect there are no further questions.

Thank you. Skriff. Skriff!

As you were.

Okay. Well then,

let's begin with my inaugural lecture,

"How to deal with having all
of your dreams crushed

"by smushing your feelings into a ball
deep inside your stomach."

Now. Write this down.

Step one, take your feelings
and smush them real good

into a tiny ball
deep inside your stomach.

"Step one...

"do everything I can
to get my magic right-side up,

"and become a real Fluxer."

Welcome to Honors Flare class.

It's called "Honors"
because it is an honor to be here.

And, if any of you do not live up
to that honor,

you will be demoted immediately.

Now, small piece of business
before we get started.

In a few weeks, Sage will hold
our Annual Founders´ Day,

a celebration of our distinguished alumni.

As part of the festivities,
there will be a student presentation.

Each school will select its top two
first-year students.

Those students will compete
in a head to head battle we like to call

the Sage Match.

The winner from each school
gets to perform for the alumni,

and all of Sage,
in the Founders´ Day presentation.

Now. On to our studies.

Flaring is more than making fire.

Flaring is the modulated application
of heat.

Reina!

You had a rather good evaluation,
didn't you?

Come down. You see, Reina,

even the most basic Flare
can light a candle.

But popcorn...

See, that requires just the right touch.

Let's see if you have it.

I am a flame-throwing rock star.

Reina, how do you think you did?

Terribly.

I'm sorry, Professor.

First day jitters.

First day jitters? Okay. Sure.

Do you know how many
first days you get?

One. Sit.

Now. Next victim.

Let's see if you can do better
than "terribly."

Not that I care,

but will we be having like,
a class today?

Class? You kids would rather sit
in a classroom instead of getting out

for a big surprise?

What kind of surprise?

- Are those...
- Surprise!

Woo-hoo!

- Well, that looked painful.
- Extremely.

So, what did I do wrong?
How do you fly that thing?

Um, you don't. You sweep with it.

It's not a flying broom,
it's a broom broom.

- For sweeping.
- I'm sorry?

What exactly was the surprise
part of this "surprise"?

I mean, Nory was surprised
when she fell on her butt.

- Up high.
- No.

It's a surprise because
they're exciting brand-new brooms!

Look at that high-quality straw.

You think that's not expensive?
And, hey!

If it doesn't fly,
it can still take you places.

Like, anywhere you see trash,

you can go there, now,
and you can sweep that trash.

You see, kids,
fluxing is all in the preparation!

If you don't study an animal,
how can you expect to change into one?

So for your evaluation,
we asked you to flux

into a grey tabby kitten.

But now, we have to go deeper.

And you have to learn how
to flux into

this exact kitten.

Once you've mastered that,
then and only then

can you advance to chickens.

And one day, dare to dream, goats.

Yes, indeed, goats!

Nature's jesters! What joy! Mm.

And remember, I´m going to give two of you
the opportunity to compete

in the Sage Match for a spot
in the Founders´ Day presentation.

Take a minute
with Miss Ollie Floofenstein.

Make note of the many shapes
that make her, her.

From the triangles of her ears

to the ovals on the pads of her paws.

Focus on them.

Take a mental picture and store it
deep in your consciousness.

Hmm?

I'm never gonna get any better
until I can get some feline face-time!

Nory, what are you doing here?
UDMs aren't supposed to...

Don't mind me, just doing my part
to keep this campus spic and span!

By sweeping the lawn?

What can I say,
I´m very devoted to my work.

Oh, hello!

Say, would you mind
if I gave her a little snug?

- Absolutely no...
- Great!

Grey. Soft. Warm.

Breath smells like tuna...

Skriff! Skriff!

Oh, jeez! Nory!

- Skriff, if Knightslinger sees this...
- No, no, no, she won't.

She won't. Just give me a minute. Okay?

Hey, Nory. Breathe.

You're safe. Okay? Just breathe.

- You're okay.
- Look away, class.

Think happy thoughts.
Think about goats.

You're making me miss lunch?

Here, dig in.

Mealy. What a garbage day.

Okay. You can hit the dining hall
in a few. But first,

you and I need to have a little talk.
You know you can't do that again.

- I know. But the thing is I wanna...
- Oh, my bad. Go ahead then.

Except don't!

Nory, we're trying to protect you.
You know that, right?

Yeah. Yeah, I guess.

- Okay. Go chow down.
- Thanks!

Hey!

Nory!

Hey! I'm sorry, you want some mustard
with that?

Yeah, that sounds good,
and a bag of chips.

And get something nice for yourself.

That's awesome.

Hey, Pepper, pass the salt. Get it?

- Never heard that one before.
- Hey, Nory?

Yeah?

I just gotta tell you,
that thing you turned into?

That was like a cat,

- and a bird, and an elephant, and...
- Wait! Hold up.

You talk?

When I have something to say, yeah.

Respect.

Anyway, Nory.
It was real cool. I dug it.

Thanks, Andres.

It's nice to get a little support.

But that's the last
you're gonna see of...

whatever I was.
I'm gonna be the perfect Fluxer for them.

- I know it.
- How?

They're not gonna let you near
that class or that kitten.

"From the triangles of her ears
to the ovals on the pads of her paws."

Whoa! These are great.
I didn't know you could draw.

There's a lot
you don't know about me, Andres.

No, actually, that's it. I can draw.
You know pretty much everything else.

Anyway, I figured I can work off of this.

You think you can draw me shooting fire

- like a real Flare?
- Totally!

- Or me landing?
- Sure!

- Do not draw me.
- Okie-doke.

- So, I decided to see...
- Hey. I think you have a fan.

Reina!

- Reina. We sit at the Flare table.
- But she's my best...

She is your best opportunity
to lose focus,

and fall even further behind.

That's weird.

- She didn't come over.
- 'Cause we're the loser table.

Hey! Who threw that at me?

Yeah, well, I got a plan.

You know the Sage Match?
I'm going.

Why? They're not
going to let you compete.

I know. But, I'm gonna show them
that I can flux the right way.

Proving that us UDMs can be taught
to do magic right!

You know what?
Nory, I think you can do it.

I know you can.

- Thanks, Andres.
- Er, disgusting.

Nory can have my sandwich,
because I have lost my appetite.

- Up high?
- Pass.

Come on!

It's perfect.

Excellent work. Have a seat.

Now, the question is...

who's gonna be the one
to take him on?

Reina. Is it you?

Okay.

All right. This is...

...not perfect.

It's close,
but not as good as Phillip's.

And honestly, Reina,

I thought you were better
than second best.

I guess, I was wrong.

- Oh, I'm sorry. I didn't see you.
- I saw you...

in class.

- Nice work.
- Yeah. Nice work being second best.

No. Argon lacks vision.

I can tell you have more power
in your little finger

than Phillip has in his whole dumb body.

- Thank you...
- Chandra.

And, hey, if you ever want to learn
how to harness all that power...

I might have something that can help.

Excuse me, ma'am, you're blocking
important sweeping business.

- Nory!
- Hey, Reina!

I've missed you.

- What are you doing?
- This? It's...

a top-secret training exercise.

Kind of a UDM´s only kinda jam.

We're learning stuff
that would blow your mind.

I saw you with those other kids
at the dining hall the other day.

It looks like you're all
really getting along.

Yeah! Totally! It's going great!

But enough about me,
how are you doing?

Are you totally acing your classes?
Do you have a million cool friends?

Does everyone know you're the coolest?

I, um.

I'm great.

Everything you said. A million friends.
Acing my classes.

Sage is everything I wanted it to be.

I knew you'd set this place on fire.
Metaphorically.

It sounds like you're doing amazing, too.

- Well, I have to get back.
- Well, I have to get back.

- See you around?
- Yeah. See you.

Soon enough.

One second.

- Two.
- Come on, Nory.

Three...

Hey!

What the heck is going on in there?

- Subtle.
- Never mind.

They don't pay me enough to care.
Also, I just generally don't care.

- Did I hear "Four seconds"?
- No and you never will.

- Hey, she might.
- She won't.

No! Come on, you guys!

I used to not be able
to hold my cat form at all!

And now I´ve got it
for three and a half seconds!

That's huge!
And I did that on my own!

I'm gonna get there!

I know it.

I promise to you now.
I'm gonna crash the Sage Match,

and prove to the entire faculty
that we can be taught!

We can do things the right-side-up way!
The Sage way!

- Guys, tonight, I know it.
- Oh! Maybe we should

- get you some catnip.
- I never thought of catnip.

She's doing great without me.

"Manifesting your untapped power."

- Good luck in there.
- Thanks.

You're gonna need it.

And he huffed, and he puffed,

but the wolf couldn't blow
the brick house down.

What happened to him after that?

Well, that is inconclusive.

The end.

Mm. Riveting stuff, Elliot. Okay, Nory.
You're next.

Nory!

Let's go!

Where's Nory?

- Nory who?
- Yeah, which one of us is she?

Never heard of her.

She hasn't been here the whole time,
has she?

Hey! Where is she?

Look, Nory's doing it for us, okay?
She wants to prove to the whole school

that we can learn real magic.

Prove it how?

- She's going to crash the Sage Match.
- Oh. Great.

Okay, everyone, stay here.

Let the Sage Match begin!

Flares! Phillip, Reina, you're up!

Begin.

- Done!
- What?

Come forward.

- She did it!
- Reina, you will represent the Flares!

- Next! Let us bring up the Flyers.
- Stop the presses!

Oh, Nory, hooray.
My day is complete.

- You! Get out!
- No.

I have been practicing,
and I know I can do this.

I can follow the Sage way.
I can be the exact kitten

you want for the exact amount of time.

I know you think
I have zero potential, but...

I'm here to tell you
that you are wrong.

All want is for you
to give me a chance.

But, if you say no,
I will respect that.

- No.
- I lied!

One. Two.

- Nory!
- Nory!

- Nory!
- Nory!

Three.

- Nory!
- Nory!

Four...

Somebody do something!

Sparkle fire ball. It's her favorite.
Maybe it'll help!

What's happening?

What is this?

Nory.

I'm so sorry. Are you okay?
I don't know what happened.

I don't know what that was.

- I really didn't mean to...
- Reina, I'm okay. It's okay.

Are you sure you're okay?

Skriff.

How many times do we have to tell you
to keep your charges in the bunker

where they belong!

The only reason we're not expelling you
this instant

is because we need to keep you here
to protect the world

from your wonky magic!

Hey, with all due respect,
I think she gets it.

As for you, Skriff.
If any of the UDMs

are caught practicing magic again,
you will be terminated!

- I'll lose my job?
- If you're lucky.

And don't even think
about attending Founders´ Day!

The UDMs are banned!

Come on.

Guys. Guys, say something.

Andres? Pepper?

Elliot?

Come on, fam,
what's with the silent treatment?

Wow. Some friends!

I'm practically smothered
from all of this kindness and support,

- after the worst day of my entire life!
- You got our hopes up, Nory.

Not mine.

Okay, mine. But I hated feeling hopeful.

You told us we wouldn't have
to hide in a bunker

- until we just ran out of magic.
- But you were wrong.

We're always gonna be upside down.

Yeah. At least until we're just nothing.

- Just people.
- Accountants. Dog groomers.

That's why the silent treatment.

Get used to it.

I honestly thought
it was gonna work out.

Because I always think things
are gonna work out.

Now I know they won't and...

I´m sorry.

- I'm sorry I let you down.
- Okay.

Butts outta seats!

Come on!
Butts minus seats equals you.

- Math!
- Where are we going?

On a date with destiny.

Outside. We're just going outside.
It's nice out. Come on!

Okay. So, Nory apologized to all of you,
right?

But what exactly did she do wrong?

Hmm? I'll tell ya.

She dared to think she could be more

than what Sage told her she was.
A UDM.

A hard-luck case with broken magic.

A useless anomaly
to be forced into the darkness,

never to be thought of again.

And I sat there at my desk,
and I let her apologize to you.

When, like, really,
I should have been the one apologizing.

- Why should you apologize?
- Yeah,

- you're just doing your job.
- Sort of.

My job...

My job for years

has been to watch class after class
of UDMs come here,

get their dreams squashed,
and leave here broken.

And I have hated every second of it.

- But you kept doing it.
- I did.

Because Sage made me feel like
I had nothing to offer.

But as long as I did what they said,
I could stay here.

But I can't do that anymore.

That ends today.

And that ends today because of Nory.

For the first time in
a lot of years, Nory, you...

you made me a believer.

You made me believe that UDMs

could be more than what Sage
tells them. So much more.

How? With my stupid magic?

Dude. There is nothing stupid
or upside down

- about your magic.
- But Sage...

Exactly, Sage. Sage told you
your magic is upside down.

But do you actually think that?

Any of you. Nory,
when you first discovered your powers,

were you like, "Oh, nuts, I can do magic,
but it's wrong."

No! I thought, "I can do magic,
and that's cool as heck."

And I still think that.
Even if it's wonky.

Even if it's upside down.
Even if it doesn't fit in with...

- "The Sage way."
- ...the Sage way.

I'm never gonna be magic
the Sage way.

Never ever.
None of us are. And you know what?

I don't care.

I can be magic my way.

We all can!
We can all be magic our way.

Yes! You guys all have amazing powers.

You just have to learn how to harness them
and master them.

Yeah? And who's gonna teach us that?

Well, I don't really see anyone else here,
so, I guess...

me?

Sorry, um, you?

Yeah, I mean, you're great at raking

and letting us chew gum in class...

But what can you teach us
about magic?

You know what?
Valid concerns, all of those.

Let me show you something.

Calling all creatures

Feathered, fluffy, furry, fuzzy

They all wanna meet ya

Now we're talking, chirping, squawking

You see, I can teach y'all

And now you all know why

Wait, you're a Fuzzy?

Uh. Correction. I'm an upside-down Fuzzy.

Check it out.
Hey, dude, get off my shoulder.

Get off my shoulder

Now it's time to fly

See, the Sage way to be a Fuzzy
does not involve dope jams.

But it is my way to be a Fuzzy,
and if I say so myself,

it is dynamite.

Wait, so your magic
didn't fade after a year?

Let me explain.
See, I came to Sage as an orphan.

And knowing I had nobody to go home to,
Sage let me stay on and groundskeep.

Eventually they let me work with the UDMs,
'cause, you know,

it takes a weirdo to teach a weirdo.
No offense, weirdos.

None taken.

- But you didn't answer Nory´s question.
- Up high.

- She gets one? Come on!
- You know what?

Let's just say I manage
to practice my magic on the sly.

It keeps me from fully losing
what few marbles I got left.

Anyway, you guys
head back to the bunks,

chill out and get some rest.
Tomorrow, we get to work.

Hey, you okay?

Today started awful,
and then it got way better.

- But...
- But?

My best friend, Reina?

- Her magic was weird at the Sage Match.
- Weird how?

Just, like different, more intense.

- Oh, well, I'm sure...
- I mean,

she's probably been working
really hard to sharpen her powers.

I guess they probably are different.

- Yeah, totally.
- I could just go talk to her about it.

- You could...
- I will.

Thanks for helping me out, Andres!
You give really good advice.

Glad I could help.

Good evening.

What are you doing here?

I just wanted to offer my congratulations.

On winning the Sage Match,
and on the ensuing...

fireworks.

What was that?

I could have killed my friend!

Well, the thing about this particular book
of magic is it's not really an...

"a la carte" situation.

You can't pick just one thing from it.

Not without some...

side effects.

Get out!

And take the book with you.

I said take the book!

You did. Just now. Real loud.

Hey, hey, Reina!

Wait, you're not supposed to be in here.

I mean, technically I´m not supposed to be
anywhere.

Okay, what's up? Can I come in?

Uh, I'm tired. It's been a long day.
I need to sleep.

We'll catch up later, I promise.

- But...
- Nory, go.

- Please.
- Okay, but...

So, in order to sharpen our magic
we need to turn ourselves into pretzels?

Well, sort of. Here's the thing,

I've been observing this school's
training techniques for years.

And it's fine, for them.
But in my noggin,

I´ve been coming up
with a counter-curriculum for UDMs.

Stuff like this...

- is a big part of it.
- Why?

Because, we gotta focus all that

jiggety-jaggety puberty energy
you guys have.

Control your bodies, control your powers.

Now...

...focus on your power.

Picture it in your mind's eye.

And picture it doing exactly
what you want it to do.

Elliot, what do you want your power
to do?

I want to be able to shoot fire
like the other Flares.

Okay, well, you can't.

It's like asking an orange
to be a pickup truck.

It ain't gonna happen, right?
But...

what do you want your power to do?

I guess, I want to be able to control it.

Like, make smoke go
where I want it to go?

Yes! Fam, you see that?

Don't focus on what you can't do.
Focus on what you can do.

And do it as well as you possibly can.

Pepper.

I wanna be able to push things away
from me when I wanna.

- Like you.
- Oh. Right.

You know what? That's perfect.
We can do that.

Nory.

I want to be able to choose what animal
I flux into.

- Oh, come on, animal?
- Sorry. Animals.

Boom!

Andres.

My man!

- I don't know.
- Okay. Well, you know what?

Be with that for now.
Embrace the uncertainty.

Because I have got a plan for you.
I promise.

This is your plan? A hose?
A hose is your plan?

It's a prelude to a plan.
Okay? Let me ask you this.

Have you ever just tried
to see how far up you go?

No.

Look, my mom told me that if I didn't
have my bag, I´d just fly away into space,

and be gone forever,
and I'd get sucked into a black hole,

- and my eyes would pop out of my head...
- Your mom has a really vivid imagination.

Now. Hear me out.
Drop the bag.

I... I can't.

Um, counterpoint, you totally can.

You got this.

Okay.

- Whoo! This is amazing!
- Okay. I'm letting go.

Hey!

Whoo!

I'm not in space!
My eyes are still in my head!

Yeah, they sure are!
And, hey, I hope you know!

That's faster than any Flyer
can launch, Rocket-boy!

I do now!

I love it! That's me! Rocket-boy!

Okay, so, the thing we're gonna work on
with you,

is controlling all that launch power.

- Sound good?
- Sounds great!

- Uh, can you help me get down?
- Yeah, right.

If I didn't know any better,
which I do, I´d say

you're making me rake while you
lean against that tree and do nothing.

I mean, I would do it,
but you're real good with that rake.

Like, you push the leaves with it,

and the leaves go
where you want them to go.

I bet there's an easier way to do it.

No!

Not quite there yet.

Okay, they've been wanting me to get rid
of this beehive for, like, a minute.

So, here's the plan.

I'm gonna knock it down,
and then you're gonna smoke 'em out.

- I am? When?
- Right about...

now!

- Oh, close. Really close.
- What about the bees?

Bees, let me offer my apologies

But we need you

To find another hive

And we thank you in advance

Bye-bye

Exactly how many of these things
do I have to do?

- Um, like, a million zillion.
- But it's so boring.

OMG, I know.

I mean, it's almost like you're learning
how to visualize

and physically manifest
animal combinations.

Touché.

Here, take a break.
The dritten can wait.

Wait, what's a dritten?

A dragon-kitten, dritten.

- Dritten. I like it.
- Yeah, this is a dritten.

That's a kittiphant.

That's a sharkitten,
and so on.

Like, the more you can see
and know and name these things,

the more you can fully be them. Right?

Right.

Dritten. Dritten. Dritten. Dritten.

Oh, no
What's going on here

My world is turned around
And I'm upside down

Like, oh, oh, right out of nowhere...

What?

My feet are up off the ground
And I'm upside down...

Nice!

All of a sudden the bottom floor
Is the top floor

The top floor beneath my feet
And man it feels so low

Everything's changing
This situation's taking me on a ride

All over, around now, chasing me down
And I got no place to hide

If everyone could walk...

Because you're wonky.

The king of that world no one would dare
To knock on my door botherin' me

I'm feelin' the speed
Been feeling this H-E-A-T

Inevitable, it's out of control
Turning me inside out and upside down

Oh, no
What's going on here

My world has turned around
And I'm upside down

Like, oh, oh

Right outta nowhere

My feet are up off the ground
And I'm upside down now

Knocked down, right down
Down, down, down

Smacked down, right down
Down, down, down

Man down, man down
Down, down, down

So, turn around right now
Down, down, down

My world's flipped inside and out
I've been in a cloud, but now

Instead of livin' it up
I'm livin' it down

Looked as a clown
The frown I've caused

Assume you're the king
Then do a few things

Don't think there's a price to pay

But look at me now, I've been in a cage
And put my life on delay

- Meow!
- Meow!

Upside down now

Knocked down, right down
Down, down, down

Smacked down, right down
Down, down, down

Man down, man down
Down, down, down...

So turn around right now
Down, down, down

- You're better than all of them, you know.
- Go away.

I'm afraid I can't do that.
You already used my book.

You're stuck with me.
So why fight it?

Just look at these fools
with their parlor tricks.

Writing their names. Popping corn.
Sparkly fireballs.

You team up with me...

we can have real power.

- Just say the word.
- No! I said go away!

- Hey, Reina, are you okay?
- Chandra! She won't leave me alone!

Who's Chandra?

What do you mean, "Who's Chandra?"
She's right here!

- There's... There's nobody there.
- What?

I forgot to tell you, Reina...

you're the only one who can see me.

I'm gonna go.

Stop! Stop running from your destiny.

- What do you want from me?
- I want you to know your worth, Reina.

You don't think you're good enough,
do you?

You think everyone here is better than you
and you are wrong.

Reginald thought
he wasn't good enough either.

- Who?
- A former Flare. A former friend.

He was very insecure,
but he was very powerful.

You are even more insecure,
but even more powerful.

He was good. But you, Reina...

are perfect.

Yes, good, smile,
revel in your perfection.

Everyone will know of it soon.

- What's happening?
- You are.

Whether you know it or not,

you are accepting the shadow magic
into you.

You are tired of hiding in the shadows,
when you can be the shadow.

Say it.

Say you're tired.

- I'm tired!
- Then wake up.

Hey! Sparkplugs!
Any of you seen Reina?

Well! If it isn't the UDM
who nearly destroyed the Founders Hall

by turning into some kind
of crazy monster.

Yeah, and I was in a good mood.
But now, I´m in a bad mood.

- She went that way.
- Thanks.

- We are awake.
- Reina!

We are not Reina.

We are the thing
that has been waiting all these years.

Shadow magic.

- So you don't only prey on UDMs.
- Of course not.

But soon we will prey on everyone.

We will bring this entire school
to its knees.

But for now...

we will start with you!

- Reina, I'm gonna save you. I promise.
- We do not need saving!

C'mon, dorks, tell me where she went.

If anyone from the school
sees her out there after curfew,

we're all hosed.

- How'd you even know she snuck out?
- Um, a little bird told me.

Literally. His name's Todd.
Todd the little bird.

Skriff! Reina! Shadow magic, the school.

Whoa, whoa, whoa. Slow down.

My best friend Reina
has been acting weird,

and her magic wasn't hers.
But it's because the shadow magic got her.

And she said it's gonna bring
the entire school to its knees!

Wow.

No way.

- Well?
- I'm thinking.

And it's been a minute
since I´ve done that,

- so I would appreciate the patience.
- Let's get out there and stop it!

It's probably destroying the school
right now! Come on!

No. You guys...

- it's waiting.
- For what?

For when it can do the most damage.

French bread pizza day!

What? It's like the most popular day
at the dining hall!

Everyone loves French bread pizza!

- I mean, it is really good.
- Fresh basil.

- They know what they're doing.
- Yeah.

Founders´ Day.

Boom.

Founders´ Day is tomorrow. We go
to Knightslinger right now and tell her.

Tell her what, exactly?

You think she's gonna believe you,
after everything you've pulled?

Because I know she won't.
Then nobody will be able to help you.

- So, what can we do?
- We can get some rest.

We need to make darn sure we're ready
for anything tomorrow. Okay?

- Okay!
- Okay!

What a beautiful morning.

They'll never see it coming.

Okay. Well, I guess this is the part
where I should probably...

say something inspiring. So, um...

something inspiring.

Did you mean to say that you believe
in each and every one of us,

and that as long as we have faith
in ourselves, and each other,

there's no evil we can't conquer?

Maybe?

And that even though the school sees us
as a bunch of mess-ups and wackos,

we're gonna save them anyway
because that's the right thing to do.

Yeah, that's pretty...

And no matter what happens,
no matter how today turns out,

we can say that we gave it our all
by doing the thing we do best,

which is being our truest selves!

So, let's get out there
and kick shadow magic's stupid butt!

- Yeah!
- Yeah!

I mean, I wouldn't have said
"stupid butt," but yeah,

the rest of that sounds really good.

Let's go!

Students, faculty, distinguished alumni.

Welcome to Founder's Day.

Today, we celebrate all things Sage.

Our grand traditions, our thrilling past

and our brilliant future.

Now, let the cavalcade of talent begin!

I'd like to bring to the stage

one of our most promising
first-year students.

Reina Carvajal!

Reina, come on up here
and show 'em what you got!

You think that's impressive?

Wanna see something even better?

Okay.

You asked for it.

Distinguished alumni...

...it has been far too long.

But I promise my return
will be very...

memorable.

Look upon me with wonder...

for I will be the last thing
any of you ever see!

- Shadow magic!
- But how?

She isn't a UDM!
Clearly, we were wrong about that!

Not today, shadow!

Flares! Shut it down!

Launch fireball!

Fuzzies, we need your animal allies!
Summon the birds of prey!

Birds attack!

Flyers!

What are you all doing?
Fly harder!

Obviously the monster's power is forcing
them back down to earth, Linda!

Do not call me Linda
in front of the students!

Fluxers! Take your animal forms!

Oh, okay, not exactly fierce!
Never mind!

Solid effort, though!

Flickers! Go! Go! Go! Go!

Tear it apart!

Now
there's even more of them!

I'm doomed!

- We've tried everything!
- No! Not everything!

There's one school left.

What are you going to do, Skriff?
You're upside down!

Yeah, and we're here to turn things
right-side up.

Let's narrow the playing field!

That's it! Push it back
into one monster again!

You got this! Yes!
That's it! You're doing it!

Elliot!

- You got it! Yes!
- Smoke it out!

Yeah, it can't see through all that smoke!

Yeah!

Andres, now!

Hey! Monster!

Come at me, bro!

- You need to go!
- Come on! Do it!

Come on, Rocket-boy!

Make it chase you.

Pepper, now!

It's getting tangled up!

Yes!

Okay, Nory, take us home!

Okay. Dritten. Dritten. Dritten!

Get it to try and catch you!

Yeah, Nory,

- you're too fast for it!
- It's working!

It can't catch you!

- Come on!
- Come on, Nory! You're doing it!

- It's all twisted around!
- It's getting tired!

- Yeah, kick that monster's stupid butt!
- Come on!

It's getting dizzy!

- It's tangled, it's gonna fall!
- Come on! Show it who's boss!

It's down! Finish it off!

- Flares!
- Flyers!

Fuzzies! Fluxers!

Skriff! What is your girl doing?

We can destroy this thing!

Yeah, well, "this thing"
is her best friend.

Reina! Reina, I know you're in there.

Reina, I need you to fight harder
than you've ever fought in your life.

Reina, listen to me!

You are a flame-throwing rock star.
And this is a lot.

But... we got this.

- What is that?
- Sparkle Fireball.

For sure, no doubt.
It's my favorite.

Reina, you got this!

Reina!

Are you okay?

Come on.

Nory?

Yeah, Reina?

Remember when I said
I was doing great?

Yeah?

I wasn't.

I wasn't, either.

But I´ll tell you what,
I'm doing a lot better now.

Me, too.

Up high!

Yes! We did it!

As you can imagine, Sage underwent
a lot of changes after that.

The UDM program was discontinued,

and all of us UDMs
joined our respective schools.

Elliot's an official Flare.

Andres is flying circles
around the Flyers.

Pepper's a star amongst Flickers.

Skriff is knocking them dead
as an official Fuzzy professor.

Come on let's show
'Em how it's done

Because we wanna make it fun

- And me?
- Hmm.

Kitten, panda, penguin.

Oh. Is that all?

Step back.

Reina was right.

Sage is teaching me to be
the best abomination I can be!

Pretty soon,
everyone forgot about the Sage way.

That's the old way.

The new way is to let kids be themselves.

After all, everybody has their something.

And letting everybody be the most
of their something they can be...

that's the real magic.