A girl with the incredible ability to turn into any animal joins a school where every student has unique superpowers. As she navigates her new life, she discovers friendships, challenges, and secrets that will test her powers and her courage.

‘SPOILER ALERT’

After the death of her mom, a girl named Nory stares out of her window and looks at some kids doing different things they’re good at. As Nory wonders if she has a special skill like the other kids, she sees a cat downstairs and smiles at it. Almost immediately, Nory starts changing into a cat, and as her dad, Augustus, comes into the room, he looks shocked because it appears that his daughter can do magic.

Six years later, Nory is now older, and she starts recording a video in which she talks about how excited she is to be going to a prestigious magic school called Sage Academy. Even though Nory is unsure how things will turn out over there, she says she’s sure everything will be fine because her best friend, Reina, is also coming with her to the new school. Nory then hypes up her friend, whose power is to create fire with her hands.

Reina doesn’t think she’s good enough, but Nory says she’s a flame-throwing rockstar who will surely be great at Sage Academy. She adds that she wants Reina to create a sparkling fireball because it’s the one thing she likes seeing her friend do. After Reina does this, Nory praises her and says she’s quite good at using her powers.

Reina then takes the camera to record Nory while she tries to use her powers. Interestingly, Nory turns into a hybrid of a cat, a kangaroo, and a beaver. After she transforms back to her normal self, Nory says she wishes she had control over what she turns into, but Reina still commends her and says she did well.

Nory still feels disappointed and says she doesn’t like how she turns into different things, even though she always has just one thing in mind. Reina thinks it’s not a problem, and she mentions that having control over their powers is one of the reasons they’re going to sage. Shortly after, Reina and Nory follow their parents to a bus stop, where they expect a school bus from Sage Academy to show up.

While they’re waiting, Augustus asks how Nory is feeling, and she says she’s nervous. Augustus says it’s normal, and that Nory’s mom was also nervous on her first day at Sage. Nory can’t believe this because her mom was really good at magic, but Augustus says that trying new things is sometimes scary.

Augustus then says he knows that Nory will be fine, and she says she knows it too. Suddenly, a man named Skriff comes out of the woods and tells all the kids waiting by the bus stop to come with him so they can head to the school. He then says goodbye to the parents and tells the kids not to use their magic during their walk in the woods. After all the kids also say goodbye to their parents, Skriff leads them into the woods. On the way, Nory tries to talk to a boy named Andres, but he doesn’t respond to her.

A few minutes later, Skriff stands in front of a hole and tells the kids to follow him through the portal leading to the school. Reina looks nervous, but Nory encourages her to feel better, and they walk through the portal together. Just then, they get to Sage and see some students using their powers.

As Reina watches some students using their fire powers, she says they’re pretty good, but Nory mentions that she’s better than them. Shortly after, the new intakes enter the school and meet a woman named Ms.Knightslinger, who says she’s the headmaster of Sage Academy. She tells the kids that they’re all there because they have magical powers, which they’ll learn to use the Sage way.

She then mentions that Sage Academy is divided into five classes, with each one being for a specific type of power. Based on this division, kids who are able to create fire with their hands are sent to the Flare class, while the Flyer class is for those who can fly a few feet off the ground. The Fuzzy class is for those who can talk to animals, the flicker class is for kids who can levitate things with their hands, and the fluxer group is for students like Nory, who can transform into an animal.

Nory looks excited and calls herself a fluxer, but Knightslinger doesn’t get this. She then mentions that all the students will still have to take a placement test to see if they qualify for the honors level class. Shortly after, Knightslinger sits with some other teachers at the school to evaluate the students one class after another. The first class to be evaluated is the Flare class, and the kids are told to light a candle from about six feet away. The first candidate thinks it’s too simple because he can do something bigger, but Knightslinger says that the kids are not there to show off.

She adds that they’re all at the school to learn things the Sage way. After the boy does what he’s told, he’s given a card and told to leave the hall. As more students pass the test, they’re also given their cards and told to wait outside. Shortly after, a boy named Elliot is only able to shoot smoke out of his hand, and Knightslinger calls him the first lost cause of the day. When it’s time for Reina’s assessment, she does quite well and is given her card.

The next class to be evaluated is the Fuzzy class, and all the students are able to communicate with an animal as part of their test. For the Flickers, who are told to move a vase toward them from six feet away, a girl named Pepper only manages to move the vase forward and smash it against a wall. She also scatters the papers on the panel’s table, and even though Knightslinger looks disappointed, she says that Pepper did good.

The fliers are next to be evaluated, and they’re told to fly three feet off the ground and stay in the air for 30 seconds before landing safely. When it’s Andres’ turn, he takes off his bag and flies toward the ceiling. Knightslinger complains that he’s not doing what he has been told to do, and she tells him to come down.

Unfortunately, Andres can’t control his power to come down, and that’s why he’s always wearing a bag filled with bricks. Seeing as he can’t land safely, Knightslinger calls on Skriff to bring Andres down with a ladder. The last class to be evaluated is the Fluxer class, and the students are told to transform into a grey kitten and hold the form for six seconds.

During her test, Nory transforms into a flying kitten, and this leaves Knightslinger and the other teachers shocked. After she changes back to her normal self, the teachers don’t look too impressed, but they still give her a card. Shortly after, Knightslinger tells all the new students to assemble outside the school building.

She then instructs them to check their cards to see the class they’ve been placed in. Suddenly, Reina’s blank card turns into the symbol of the flares, and she looks excited by this. Nory’s card displays the letters UDM, and this leaves her shocked because there’s no class with that name.

As all the students are told to head to their class, Nory follows Reina, but Knightslinger stops her and tells her to go into the woods because it’s where her class is. Before Reina heads to her class, she asks Nory if she’ll be fine on her own, and she says she will. Nory then heads into the woods and sees that her UDM class is located in an underground bunker.

This surprises her, but as she wonders how she will get in, Skriff opens the door. He then asks who she is, and she says she was told to go to the UDM class. Skriff tells her to come with him, and as she does this, she meets Elliot, Andres, and Pepper already in the class.

Skriff then gives her a uniform for the UDM class, but Nory looks confused because it doesn’t include a cool jacket like the rest of the kids at the school. Skriff says she’ll have to wear her own jacket, but Nory doesn’t get this. Elliot then asks if she failed her test, but she says she blew the mind of the judges.

Skriff says it means she failed her test like the other students currently in the class who couldn’t do the simple task they were told to do. He adds that they all have weird, defective magic, and that’s why they have been sent to the school of Upside-down Magic, or UDM. Pepper asks if they’ll still get to do magic, but Skriff says they’ll be learning regular school stuff in the class.

Elliot sounds confused, but Skriff says they need to understand that they can’t do magic anymore. He adds that his job is to keep them productive and busy while also being the groundskeeper who handles general maintenance issues in the school. Nory asks why they can’t do magic in the class, and before Skriff answers the question, Knightslinger shows up and says it’s because their magic is wrong.

Nory believes they can learn to make it right, but Knightslinger says it’s not possible. She adds that upside-down magic will never be proper magic, and they’re simply unteachable. Elliot asks what will happen next for them, and Knightslinger says they’ll sit in the UDM class and wait for their magic to disappear. She further explains that magic is like a muscle, and if they don’t use it for a while, it will eventually cease to work. At that point, the students will then be sent back into the world to pursue a life in whatever profession they’re interested in.

Nory doesn’t get why they have to be treated like that, but Knightslinger says it’s to protect humanity. She then mentions that UDMs used to be accepted as regular students until 1939, when a student named Reginald became a perfect host for shadow magic, which is the dark side of regular magic. Knightslinger mentions that shadow magic exists solely to cause chaos and anarchy.

She adds that they were barely able to contain Reginald’s shadow magic, and it’s why they aren’t taking any more chances with UDM students because they’re the perfect host for shadow magic. As the kids look sad, Knightslinger mentions that they’ll have to stay in the UDM class until they’re unable to do magic anymore. After she leaves, Skriff takes over the class and tells the students to write how they feel about not being able to use their powers.

Instead of doing this, Nory writes that she’ll do everything she can to make her magic right-side up so that she’ll be a real fluxer. Elsewhere, a professor named Argon welcomes the new students to the flare class. After talking about how it’s an honor to be in the class, she says that in a few weeks, the two best students in the class will be selected to participate in a Sage Match to decide who will represent the flares for a special performance on the school’s founder’s day ceremony.

She then teaches the kids what being a flare really means, after which she calls on Reina to come out to show an example of what they’ll be doing. She mentions that she expects Reina to do well because she had a really good evaluation. After pouring some corn into a bowl, she tells Reina to use her power to make some popcorn.

Unfortunately, Reina gets it burnt, and Argon looks disappointed as she sends her back to her seat. Meanwhile, a girl named Chandra stands outside the class and stares at Reina strangely. The next day, Skriff takes the kids to a storeroom, where he shows them some brooms.

Nory thinks it’s a flying broom, but as she tries to fly with it, she falls to the ground. Skriff then tells them that the brooms are meant for sweeping the premises, and it’s what they’ll be doing for the day. While Nory is sweeping, she sees the Fluxers in a class taught by a professor named Han.

Han shows a kitten to the students and describes its features to them so that it will be easy for them to transform into it. Nory draws the kitten in her book, and as Han lets her students touch the animal, she goes closer to see if she’ll also be allowed to hold it. As she sweeps the lawn where Han is teaching the students, the professor looks shocked and says that UDMs aren’t supposed to be anywhere near regular classes.

Nory says she’s just sweeping the lawn, but she eventually collects the kitten from Han to get a good look at it. As she tries to flux into the kitten, she transforms into something else, and this leaves Han and the other students shocked. Skriff eventually shows up with the rest of the UDMs, and he tries to calm Nory down so she can change back to herself.

Shortly after, Skriff stops Nory from going to the cafeteria for lunch. Nory doesn’t get this, but Skriff says he wants her to understand that she can’t use her magic again. He adds that he’s trying to protect her, and Nory says she understands. As he then says she can go for lunch, she heads to the cafeteria and sits at a table with the other UDMs. While talking about what she did earlier, Andres talks for the first time and says he liked the animal Nory fluxed into.

His classmates are shocked by this, but he says he only talks when he has something to say. Meanwhile, Reina sees Nory in the cafeteria, and as she heads toward her, Argon stops her. Reina doesn’t get this, but Argon mentions that Nory will make her lose focus.

Reina looks disappointed by this, and as she returns to her seat, Nory looks confused and wonders what Argon said to her. Nory then talks about how she’ll continue trying to be a real Fluxer. Her classmates don’t understand how she’ll do it, but she says she’ll perfect her magic and disrupt the Sage Match to show everyone that UDMs can also do proper magic.

Andres says he’s sure she can do it, but Elliot and Pepper don’t really share in his enthusiasm. Meanwhile, as Reina is sitting alone and looking sad that she can’t talk to her best friend, Chandra watches her from a corner and smiles. A few days later, Reina spends some time trying to get better at making some popcorn on her own.

During Argon’s class, a boy named Phillip does quite well and impresses the professor. Argon says he’s the best student so far, and that she’ll have to decide who comes up against him in the Sage match. When Argon calls on Reina to make the popcorn, she doesn’t make it as perfect as Phillip did, and the professor says she’s the second-best student.

Reina is unhappy about this, but she doesn’t say anything. After she leaves the class, Reina bumps into Chandra, who says she did well with her task. Reina believes she didn’t do well enough, but Chandra says that Argon lacks vision.

She adds that she’s sure Reina has more power than Phillip can ever think of. Reina thanks her for this, and Chandra mentions that if she ever needs help harnessing her full power, she has something that can help. Shortly after, while Reina is sitting outside, Nory comes over to meet her. They look happy to see each other, and Nory asks if Reina is acing her classes and making a lot of friends. Reina lies that she’s doing just fine, and she asks if Nory enjoys being with the UDMs.

Nory also lies about how she feels, and the two friends eventually head separate ways. A while later, Reina spends sometime in the library trying to read more about how she can improve her power. After she’s done, she returns a book to the shelf, but another one falls.

Reina is shocked by this, and it turns out that the book that fell is about Shadow Magic. As she opens the book, the lights in the library go off. This scares Reina, so she closes the book and returns it to the shelf. While packing her things on the table, she sees the book again, and as she wonders how it got there, she just runs away. It then turns out that Chandra is inside the library, and she’s the one trying to make Reina read the book.

Elsewhere, Nory practices her magic with her friends, but she’s still unable to maintain her form for six seconds. Pepper thinks she’ll never be able to do it, but Nory mentions that she believes her power will work well during the sage match. The next day, Reina sees Nory looking happy with her friends, and this makes her sad.

As she sits on her bed, she sees the Shadow magic book again and looks shocked. Suddenly, the book opens to a page on how to manifest her untapped power. As she thinks about her inability to make perfect popcorn, Reina picks up the book, and the words start circling around her until it enters her body.

Reina doesn’t understand what happened, but she notices that she’s feeling different. Elsewhere, Nory is absent from the UDM class, and Skriff notices this. He then asks the others where she went, and even though they initially pretend not to know, Andres says she wants to prove to everyone that UDMs are teachable. Skriff asks how she plans to do this, and Pepper mentions that she’ll crash the sage match. Skriff can’t believe this, and he leaves the class immediately.

Meanwhile, the sage match starts with the flares, and Reina comes up against Phillip. As they’re told to make popcorn in the shortest possible time, Reina beats Phillip, and this leaves him shocked. Argon looks happy as she announces Reina as the winner, and Knightslinger says she’ll represent the Flares in the Founder’s Day ceremony performance.

Before the next class is called for their sage match, Nory barges in and says she wants to show everyone what she can do. Knightslinger tells her to leave, but she says she won’t. As she then tries to flux into a kitten, she transforms into something else and starts flying around.

Reina looks sad to see this, but she decides to show her friend a sparkling fireball so that she’ll calm down and change back to her normal self. As Reina does this, the fireball suddenly grows bigger, and she can’t seem to understand what’s happening. She eventually uses the fireball to hit Nory, who then falls down and changes back to her normal self.

Reina immediately runs to apologize to Nory, but she says it’s nothing. Knightslinger then tells Nory that the only reason she won’t be expelled is because her power is still dangerous to the public. She adds that Skriff needs to do better in keeping his students in the bunker.

She also mentions that the next time the UDMs do something unacceptable, Skriff will lose his job. Skriff is shocked to hear this, but Knightslinger says that the UDMs are also banned from attending the Founder’s Day ceremony. Nory’s classmates are unhappy about this, and as they get to the class, they complain about how she gave them false hope that things would be better.

Nory then apologizes to them and says she only thought things could work out well for them. Skriff feels sad about this, and he tells the students to follow him outside. He then says he knows that Nory apologized earlier, but she really had no reason to do that because all she did was try to think she was better than what Sage said she was. He adds that he should be the one apologizing for allowing their dreams to be crushed by Sage’s rules. He says he has had to endure letting UDMs sacrifice their dreams instead of helping them understand their powers.

He also mentions that Nory has made him believe that things can change for them. As he says he’ll teach them how to be better, the kids wonder how he’ll do that because he doesn’t have powers. Skriff says it’s not true, and that he can actually sing to communicate with animals, unlike the other Fuzzies who simply talk to them normally.

He then tells them that he came to Sage as an orphan, and since he didn’t have anywhere to go, he was told to wait behind and work as a groundskeeper who would teach future UDMs like him. Nory asks how he’s still able to use his powers, and he says he kept using them over time. After this, he tells the kids that they’ll begin their training the next day.

As they’re heading back to the bunker, Nory tells Andres about how the day started badly but suddenly got better. She then talks about how she noticed something different in Reina’s power. She says that her friend has likely been working hard to sharpen her powers, and she’ll try to talk to her about it.

Meanwhile, Reina returns to her room after the sage match and meets Chandra waiting for her while holding the shadow magic book. As Reina asks what she wants, Chandra says she’s there to congratulate her on winning the match and also tapping into her full power. Reina sounds shocked and says she could’ve killed Nory with the fireball, but Chandra says it’s one of the side effects of using shadow magic.

She adds that Reina can’t just take one thing and move on from the book. Reina tells Chandra to leave her room with the book, and she does just this. However, Reina still sees the book in her room, and this leaves her shocked. As she opens the door to call Chandra to come back to pick up her book, she sees Nory in front of her. Reina looks shocked to see Nory, but she immediately hugs her.

Nory then asks if she can come into her room to talk to her, but Reina refuses to let her in so that she won’t see the book. Nory finds this weird, but she doesn’t say anything. The next day, Skriff starts training the UDMs with a counter curriculum he developed after monitoring the Sage way for many years.

He then tells the students to think of what they want their powers to do instead of trying to change it. With this, Skriff allows Andres to fly without his bag to see how far he can go. He then lets Pepper rake some leaves using her powers while Elliot tries to use his powers to smoke out some bees.

Interestingly, Skriff gets Nory to trim the flowers in the school to help her learn how to visualize and physically manifest different animal combinations. He also makes her feel confident about trying to change into different animals. Days later, Skriff makes the kids better at using their powers, and this makes them happy. Elsewhere, Reina feels lonely as she sits down and watches her classmates doing some tricks with their powers. Chandra then sneaks up on her and says she’s better than all of them.

Reina tells Chandra to leave her alone, but she says she can’t. She adds that Reina has read her book, so they’re stuck together. As Chandra talks about how they can possess real power if they team up, Reina yells at her to go away. Reina’s classmates ask who she’s talking to, and as she says it’s Chandra, they don’t seem to know anyone with that name. Chandra then tells Reina that she’s the only one who can see her.

Reina is shocked by this, and she decides to head back to her room. Chandra stops her before she goes too far, and she tells Reina that she wants her to know her worth. She adds that Reina is just like her old friend, Reginald, who was always insecure about his powers.

Chandra says that Reina is much more powerful, and she’s even perfect. Suddenly, the lights in the room start flickering, and as Reina asks what’s going on, Chandra says she’s accepting the shadow magic into her body. She adds that Reina is tired of hiding in the shadows when she can be the shadow.

As she tells Reina to say that she’s tired, she does just this and starts absorbing the shadow magic. Coincidentally, Nory comes to the school building to look for Reina. As she’s about to enter, she sees the lights outside flickering, and she wonders what’s going on. When Nory enters the building, she sees that Reina’s eyes have gone fully dark. She appears to have been possessed, and as Nory calls her name, the entity inside her says she’s no longer Reina.

Nory looks surprised because she thought only UDMs could be possessed by shadow magic. However, the entity mentions that it can possess anyone. It adds that it will get rid of everyone in the school, starting with Nory.

Nory tries to get Reina to fight to gain control of her body, but since the entity is about to attack her, she runs away. She then goes to tell Skriff and the others what happened. Skriff sounds shocked and says that the entity is likely waiting for the perfect time to strike. As they think about when it could likely be, Nory says it’s waiting for the Founder’s Day ceremony, which is the next day. Nory then suggests reporting to Knightslinger, but Skriff says she won’t believe them.

He adds that they just need to get some rest and prepare for whatever might happen at the ceremony. The next day, Skriff gets Nory to motivate the other students to believe they’re good enough to take on any monster coming their way. Elsewhere, the Founder’s Day ceremony begins, and Knightslinger invites Reina to show off her powers while representing the flare class.

As she stands up, Reina makes a big fireball and tells everyone at the ceremony that she’s the last person they’ll see before they die. She then fully transforms into a monster, and this shocks everyone. Knightslinger and the other people on the stage immediately run to hide, and the school’s professors tell their students to attack the monster.

Unfortunately, they’re no match for it, and as Knightslinger and Argon don’t know what else to do, Skriff shows up and says that there’s one class left that hasn’t done anything. Following this, Skriff’s students work together to attack the monster. Nory also turns into a hybrid of a dragon and a kitten.

After she manages to bring down the monster, Knightslinger tells the Sage students to take it down. Before they can do this, Nory stays in front of the monster to stop them from attacking it. Skriff and Nory’s classmates also stand in front of her, and Knightslinger asks what they’re doing.

Skriff says that Nory’s best friend is inside the monster, so they can’t destroy it. After this, Nory changes back to her normal self and tells Reina to fight harder than she has ever fought in her life. She also calls her a flame-throwing rockstar, but the monster still seems to be in control of Reina’s body.

As it nearly attacks her, Reina creates a sparkling fireball and uses it to destroy the monster from within. This makes her pass out, but as Nory goes close to her, she wakes up. The two friends then hug each other and look happy to be together again. All the students also clap for them, and the leaders at Sage Academy change their rules to ensure that UDMs are incorporated as regular students. With this, Elliot becomes a Flare, Andres joins the Fliers, Pepper stays with the Flickers, Skriff gets a job as a professor for the Fuzzies, and Nory enjoys being a star with the Fluxers.

Even though she was initially condemned to be part of a class for students with unusual magic, Nory didn’t give up being a Fluxer. She always wanted to have something special, and with the help of Skriff, she was able to get better and show everyone that she wasn’t an abomination.

This also proved to be very important, as she and the other UDMs saved Reina and everyone at the school from getting killed. Nory’s journey showed that believing in yourself and embracing what makes you different can lead to great things.

Upside Down Magic 2020.