While on a mission to Antarctica to save the world from global warming, fourteen-year-old Maximum Ride and the other members of the Flock--a band of genetically modified children who can fly--are pursued by their creator, the Uber-Director, who wants to auction them off to the highest bidder.

When Max and the Flock discover an unscrupulous scientist who is experimenting on humans in an effort to "improve" the human race, they decide that they must try to stop him, in spite of Angel's prediction about Fang dying.