Maximum Ride and her family escaped the clutches of the laboratory where they were experimented on, but are confronted by flying Erasers. They escape, but Fang is hurt. In the hospital, Max is connected to Anne, an FBI agent who takes them home so they can enjoy a normal life. Max and her family go to school, and get plenty of opportunities to interact with normal kids and go through activities like dating.
Agents return to threaten Max and the rest of the family, and the flock fights them off again. Iggy discovers that his birth family his nearby, and he escapes to join them, only to discover that all they want from him his money, and that they don't care about him as much as the rest of the flock does. When Max realizes that Anne has connections to the lab, the flock flees and heads to Florida.
There they stumble upon a plot by a company named Itex, which is somehow connected to the lab. Hoping to stop the plot, Max, Iggy, Fang, Angel and Gassy infiltrate the facility and are confronted by a a genetically identical clone of Max. The clone is intent on eliminating the real Max so she can take her place. Can the flock survive a battle between two Max?
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