Best friends Elinor “Nory” Boxwood-Horace and Reina Carvajal discover they have magical powers: Nory can transform into animals and Reina can control fire. They enroll at Sage Academy, a prestigious magic school.
At Sage Academy, there are different classes for each student: The Flare class is for those who can create fire with their hands like Reina. The Fluxer class is for those who can turn into animals like Nory. The Flyer class is for those who can fly a few feet from the ground. The Fuzzy class is for those who can talk to animals. The Flicker class is for those who can bring things to them.
Reina shows off her flare skills while Nory unintentionally transforms in to a cat/dragon hybrid while trying to turn into a cat. Reina is placed in the Honors Flare class, but Nory is placed in the Upside-Down Magic program which is run by Budd Scriff. In this program are students who have imperfect abilities as Headmistress Knightslinger considers them to be easy targets for the Shadow Magic, an evil force that uses a person’s magic against everyone else through possession. As Nory and her fellow students secretly plan to perfect their abilities while assisting Budd in his groundskeeping, Headmistress Knightslinger is unaware that the Shadow Magic has ways of targeting the most unlikely students.
Reina discovers a book about Shadow Magic and, unaware of the Shadow Magic legend that Nory and the other UDMs were taught, takes the book to the dorm and finds a page about strengthening magical abilities. Reina reads the page because she was being belittled by a fellow Flare student named Phillip who has more Flare experience than her.
Budd finds that his students are working to perfect their abilities in secret and agrees to help them while keeping Headmistress Knightslinger from finding out.