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Rick Riker (Drake Bell) is an unpopular student at Empire High School. He lives with his Uncle Albert (Leslie Nielsen) and Aunt Lucille (Marion Ross). He has one friend and confidant, Trey (Kevin Hart). His crush is the breathtaking, Jill Johnson (Sara Paxton]. During a school field trip at an animal research lab, a mutated dragonfly bites Rick.
During a science fair Rick begins to experience strange physical traits which creates a number of mishaps. Rick reveals his secret to his uncle and an argument starts between him and Albert. Later a bank robber shoots Albert landing him in the hospital. Rick is met by Xavier (Tracy Morgan) at his school for mutants a.k.a X-Men where he meets Storm, Wolverine, Cyclops, the Invisible Woman and Mrs. Xavier. Later as Dragonfly he quickly becomes a media sensation but gets badly injured by a villain named Hourglass.
Jill is attacked by thieves, but Dragonfly saves her and shares a kiss. Landers plans to construct a machine that will kill people and give him enough life energy to make him immortal. Later the Hourglass learns Rick's true identity and murders Aunt Lucille. After Albert recovers and a comic funeral, Rick decides to end his superhero career. At an awards ceremony, Jill discovers that Landers is Hourglass. When Hourglass clashes with Dragonfly he tries to activate a machine that'll make him immortal. But Dragonfly manages to blow him up before it's too late. Rick finally grows wings and flies aways with Jill.
Instead of the rooftop battle, the Hourglass and Rick battle inside the comic book convention. At one point, several convention attendees tell the Hourglass how to kill people. When the Hourglass is defeated, Landers' nephew realizes that Rick has killed his uncle. Enraged, he lunges for Rick, but is knocked out by Trey with the Douchebag of the Year Award. Instead of Hawking falling off the building, he is blown up by an Hourglass Bomb, and crushed by his falling wheelchair. The helicopter scene is omitted from this version, as Rick and Jill silently share two passionate kisses, which are significant because Rick initiates the kiss with Jill for the first time as the end credits roll.