Set in a fantasy world of superpowered magical beings, 13-year-old Nory Boxwood Horace (played by newcomer Izabella Rose) and her best friend Reina Carvajal (Siena Agudong) attend the Sage Academy of Magical Studies, a magical boarding school where students go to learn magic. While Reina's ability to manipulate fire and flames lands her at the top of the flares class, Nory's ability to transform into unusual creatures lands her in the school of "Upside-Down Magic" ("UDM"), where students who also have wonky powers are prohibited from learning magic because they are vulnerable to shadow magic which could destroy them. Despite the objections of the staff, Nory and her UDM classmates are determined to prove Upside-Down Magic beats right side up.
This film provides examples of:
- Abled in the Adaptation; Andres' inability to *not* fly in the books, at least at first, requires him to be tethered to something solid or held like a balloon giving him the mobility of a wheelchair user who can't operate or move their own chair and needs a caregiver to push; in the movie he's independently mobile with his weighted backpack from the start.
- Age Lift: The main characters are ten-year-old 5th graders in the books, in their early teens in the movie.
- Alternate Company Equivalent: Any resemblance between Sage and Hogwarts is purely intentional.
- An Aesop: You can do whatever you set your mind to; don't let anyone change that.
- Don't lie to your friends about how how you feel or how you're really doing. Friends are there to help you, but they can't do that if you're not being honest.
- Don’t focus on what you can’t do, focus on what you can do and do it well.
- Anthropomorphic Personification: Chandra could be considered one of Shadow Magic, since she explicitly targets Reina long before she finds said book of shadow magic.
- Alphabetical Theme Naming: All five magic classes start with the letter F (Flares, Flickers, Fuzzies, Flyers, Fluxers).
- Always Chaotic Evil: According to the "Sage Way", UDM powers are all this.
- Shadow Magic, in case the name didn't make it clear.
- Animorphism: The Fluxers can turn into all types of animals. This is also Nory's power, though her transformations are unusual and unique.
- Art Shift: The flashback of Reginald is done in stop-motion animation.
- Auto-Tune: Skriff sings like this.
- Big Good: Bud Skriff. It turns out he's also a UDM, and he is the one who encourages Nory and the other UDMs to embrace their magic the way they want.
- Black Eyes of Evil: Reina gets them when possessed by Shadow Magic.
- Blessed with Suck / Cursed with Awesome: The former is how most of Sage sees the UDMs, the latter is how they eventually come to see themselves.
- Brought Down to Normal: If a magic user goes long enough without using their powers, they'll fade entirely. This is enforced on UDMs, after which they're turned out for mundane jobs.
- Bullying A Dritten: When Nory is mocked by some Flares asking about Reina, she checks them with the fact that she's in a bad mood so maybe it's not a good idea to antagonize someone who can turn into chimeric beasts. They quickly direct her to Reina after that.
- By the Eyes of the Blind: Reina is the only one who can see Chandra.
- Canon Foreigner: Reina did not appear in the original books; she was created just for the movie.
- Clingy Macguffin: The book of Shadow Magic. Once Reina takes it off the shelf, it keeps appearing for her to find, no matter how many times she tries to get rid of it.
- Color-Coded for Your Convenience: The students at Sage Academy have a different colored uniform based on what class they're in and the magic they study: red for Flares, orange for Flickers, yellow for Fuzzies, blue for Flyers, and purple for Fluxers.
- Cute Kitten: Nory's animal forms usually have some portion of a kitten.
- The Dark Side: Shadow Magic; it magnifies magical power, targets the emotionally vulnerable, and has a malevolent will of its own that personifies itself to those it chooses as a person only they can see. Once it convinces them to embrace it, they're possessed and eventually transform into a nigh-unstoppable monster of shadows driven to destroy humanity.
- Demonic Possession: Reina becomes corrupted with Shadow Magic in the last third of the film.
- Equal-Opportunity Evil: Contrary to what the heads of Sage believe, Shadow Magic doesn't only prey on UDMs. In fact, Chandra scoffs at the idea.
- Fantastic Racism: UDMs are shunned, segregated and forbidden from practicing magic at Sage Academy under the belief that wonky magic is more vulnerable to possession by Shadow Magic. This turns out to not be true, and the discrimination seems to be more motivated by the fact that upside down magic is so unconventional.
- Farts on Fire: The previous UDM to fall prey to Shadow Magic was a young Flare whose power manifested this way.
- Flight: The Flyers have the ability to fly. In Andres' case, he has a hard time coming back down.
- Fly-at-the-Camera Ending: The film ends with Nory in Dritten form flying at the camera and winking to the viewers.
- A few seconds earlier, Andres had done the same; still using his backpack full of bricks in a Flyer class, he cast it off and took to the sky - flying forward rather than straight up, faster than the other Flyers.
- "I Know You're in There Somewhere" Fight: Nory gives one to the possessed Reina during the final battle to embrace the magic inside her and banish the Shadow Magic.
- Involuntary Shapeshifting: Zigzagged; Nory can shapeshift at will just fine, it's staying in the form of a normal animal that doesn't stick. Eventually, with practice, she learns how to pick and choose exactly what kind of hybrids she becomes just like a usual Fluxer.
- Magic A Is Magic A: The curriculum at Sage Academy is incredibly rigid, as are the categories themselves. Flares and Fluxers seem to have the widest skillsets, respectively manipulating fire and heat and having animal shape shifting. The rest are entirely singular superpowers like communicating with animals, Flight, and Mind over Matter but only pulling things towards you. Even only being able to push is considered "upside down".
- Magic Countdown: The Fluxer test requires students to turn into a kitten and hold that form for about six seconds. In the case of Nory, she only gets to two or three seconds before her other transformations take effect; however, if you count by real time, she actually does go longer than two or three seconds before the count even begins. The Fluxer professor even counts longer than a second.
- Mind Hive: After being possessed, Reina only refers to herself in the plural.
- A Minor Kidroduction: The movie starts with Nory as a 7-year old discovering her Fluxing abilities.
- Mix-and-Match Critters: All of Nory's animal forms (the ones that the audience sees, at least) are these. Most are a fusion of kitten with one or two other animals. Her signature form is a "dritten": a kitten with dragon's wings.
- My Way or the Highway: The Sage Way.
- Never Say "Die": At the beginning of the film, Nory says her mom fell ill when she was seven and afterwards, it was just Nory and her dad.
- Never Trust a Trailer: The scene where Elliot cries "Come on!!" in disgust. The trailer shows him reacting to Knightslinger's insist they will not learn magic, but in the actual film, he's upset that Pepper high fives Nory instead of him in the forest during a lecture.
- Playing with Fire: The Flares can manipulate fire. This is Reina's power, which lands her in the Honors track. Knightslinger also has this power, as does Elliot, who only makes smoke instead.
- The Quiet One: Andres for the first third of the film.
- Randomly Gifted: How people end up with magic powers seems entirely random. One day, they just start exhibiting them.
- Sequel Hook: The last shot of the movie before the credits is the book on Shadow Magic flying off the shelf and opening to a page of the Sage emblem, implying it could return for revenge.
- Ship Tease: Between Nory and Andres.
- Shout-Out: The avatar of Shadow Magic is a fire magic user named Chandra.
- Speaks Fluent Animal: The Fuzzies can communicate with all types of animals. So can Skriff, provided he sings rather than speaks to them.
- Telekinesis: The Flickers can make things come toward them. In Pepper's case, they are launched away from her.
- Tome of Eldritch Lore: Shadow Magic seems to come entirely from a single, persistently clingy book. It's colored black, with black lettering embossed on black pages. However, reading it is no problem as the information will fly off the pages and empower whoever chooses to read it.
- Trailers Always Spoil: The trailer spoils scenes from the final moments of the film, such as Reina using Shadow Magic, the UDM students working to defeat it, and Nory's Fly-at-the-Camera Ending.
- Wax On, Wax Off: Once Bud Skriff agrees to actually teach the UDMs, Nory is assigned the job of clipping topiary Mix-and-Match Critters, which better familiarizes her with their shapes. Pepper has to rake leaves for a bit, then she is encouraged to move them without a rake.
- Wizarding School: The Sage Academy of Magical Studies.
- What Measure Is a Non-Human?: The farting Flare boy from 1939 was destroyed by the school's staff when he became possessed by Shadow Magic. They were ready to do the same with Reina, but thankfully Nory stopped them.
- "Where Are They Now?" Epilogue: The final scene has Nory narrating what happened after the UDMs saved Reina from the Shadow Magic: the UDM class is shut down, the students are all placed in their own individual classes so they can study freely, and "the Sage way" has been broken so the students can all congregate together.
- Wrong Assumption: It's not Upside Downs that are susceptible to the Shadows, it's anyone who's powerful and insecure enough to let the Shadow Magic in.
