Spies in Disguise (2019)

Spies in Disguise poster

When the world’s best spy is turned into a pigeon, he must rely on his nerdy tech officer to save the world.


Super spy Lance Sterling is framed by terrorist mastermind Killian for supposedly stealing a powerful drone weapon. Lance seeks help from young tech genius Walter Beckett in hiding, but he accidentally drinks a formula created by Walter that turns Lance into a pigeon. With Internal Affairs Agent Marcy Kappel and her team hot on Lance’s trail, the two must team up to find Killian and stop his evil plan.

Lance and Walter learn from arms dealer Kimura that Killian is planning to use the drone to steal the database containing the identities of all of Lance’s fellow agents as part of a revenge plot for a mission Lance took that killed Killian’s men and left him disfigured, which is why he has a cybernetic arm and facial reconstruction that allowed him to disguise himself as Lance. The heroes track Killian after Walter turns Lance back into a human, but Lance tries to send Walter away for fear that he could get hurt. Walter comes back anyway and calls upon Marcy for help to fight Killian.

Killian sends his drones to Washington to kill the agents, but Walter helps Lance, Marcy, and her team to fight back using non-lethal gadgets. After hacking into Killian’s arm, Walter latches onto him as he uses a drone to try and escape, but Walter traps Killian in a protective bubble while Lance turns back into a pigeon briefly to save Walter with the help of a flock of pigeons.

Lance and Walter are both fired for breaking a ton of rules, but this was just a set-up by Director Jenkins and Marcy to ask Walter to lead a new team, as they were impressed by his use of gadgets. Lance and Walter then become the ulimate spy duo.


Lance Sterling, a cocky secret agent of H.T.U.V. (Honor, Trust, Unity and Valor), is sent to recover an attack drone from Japanese arms dealer Katsu Kimura in Japan. As soon as the buyer, cybernetically enhanced terrorist Killian, arrives, Sterling breaks in against the orders of H.T.U.V. director Joy Jenkins, defeats Kimura and his gang, and manages to escape with the briefcase containing the drone. Sterling returns to H.T.U.V. headquarters to confront Walter Beckett, a socially inept MIT graduate and outcast young scientist, for equipping nonlethal weapons into his suit. Walter tries to convince Sterling that there is a more peaceful way to save the world, but Sterling fires him before he can explain his latest invention: “biodynamic concealment”.

Sterling discovers the briefcase to be empty and is confronted by Marcy Kappel, a security forces agent, who reveals footage of Sterling (actually Killian in a holographic disguise) leaving with the drone, labeling him as a traitor. Sterling escapes the H.T.U.V. and decides to track down Walter to help him disappear. Meanwhile, Killian breaks into the H.T.U.V. weapons facility.

While searching Walter’s home for his invention, Sterling unknowingly ingests the concoction and transforms into a pigeon. Before Walter can start making an antidote to change him back, Marcy and other H.T.U.V. agents chase the duo through the city, but they escape in Sterling’s spy car. The two track down Kimura to a resort in Playa del Carmen, Mexico. There, they learn of Killian’s whereabouts in Venice, Italy before Marcy and the H.T.U.V. can capture them again. On their way to Venice, Walter attempts to make the antidote, but fails.

Arriving in Venice, Walter is confronted by the H.T.U.V., who are unaware of Sterling’s condition. Revealing that she knows about Wendy, Walter’s mother who was a police officer who died on duty, Marcy tries to convince him to help turn Sterling in, but Walter refuses. Suddenly, a drone distracts the H.T.U.V. and allows Walter and Sterling to escape. The two discover the drone carrying the H.T.U.V. agent database, and Walter manages to retrieve it. However, Killian shows up, takes the database, and prepares to kill Walter. With help from hundreds of pigeons in the surrounding area, they distract Killian and flee. Disguised as Sterling once more, Killian escapes the H.T.U.V., shaking Marcy’s suspicions of Sterling upon her seeing him with a robot hand.

Whilst underwater in a submarine, Walter reveals he planted a tracking device on Killian and locates him at the weapons facility. Walter manages to perfect the antidote and successfully turns Sterling human again. Reaching Killian’s hideout, Sterling is concerned about Walter’s safety and sends him away in the submarine. Once inside, Sterling confronts Killian, but is defeated and captured as Killian reveals he has mass produced hundreds of drones to target everyone at the agency using the database as revenge for killing his crew in a past mission led by Sterling. Noticing Walter returning in the submarine, Killian destroys it; unbeknownst to them, Walter survives with one of his inventions.

Once Walter frees Sterling, the two escape and contact Marcy for support as the drones approach H.T.U.V. headquarters in Washington D.C. Walter attempts to hack into Killian’s bionic arm. When Killian realizes this, he tries to flee with a drone, but Walter catches up. Walter risks his life by trapping Killian in one of his protective gadgets and deactivates the villain’s arm as he falls, but Sterling, who has turned himself back into a pigeon, successfully flies for the first time and carries him to safety with help from other pigeons, while Killian is found and arrested.

Despite saving the world, Sterling and Walter are fired for disobedience. However, they are later reinstated by the H.T.U.V. as the agency could learn from Walter’s more peaceful ways of handling villainy.


The film starts with what appears to be a bomb about to be defused. In reality, it is kid genius Walter Beckett performing an experiment. His mom, Officer Wendy Beckett (Rachel Brosnahan), comes in to find that he was using her cell phone in the experiment, but he stops her from getting mad by detonating his glitter bomb (or “Kitty Glitter”) to prove that glitter releases serotonin and therefore makes people happy. Wendy tells Walter to get ready for school, but he doesn’t want to go because the other kids think he’s weird. Wendy assures him that the world needs his type of weirdness.

Cut to 14 years later in Japan. Super spy Lance Sterling (Will Smith) is infiltrating the base of international arms dealer Katsu Kimura (Masi Oka), who is set to hand over a bioweapon called the M9 Assassin to a mysterious buyer. After Lance takes out a number of Kimura’s goons in several ways, the buyer, known only as Killian (Ben Mendelsohn), comes to collect the weapon. He knows Lance from an earlier event, though the spy doesn’t recognize him. A Yakuza team storms in, and when Lance tries to use a gadget on them, he ends up using Walter’s (now played by Tom Holland) Kitty Glitter bomb. It does work in distracting the henchmen, but Killian is getting away. Lance launches himself out of the hideout and jumps through Killian’s chopper to retrieve the weapon and get away.

Lance returns to the agency in Washington, DC where everyone is in awe of his work. He is annoyed at Walter’s gadgets and goes to complain to him about it. Walter is given a corner office (as in, literally the corner of a room) to work in with his other gadgets. Lance criticizes Walter for developing gadgets that don’t work how he normally uses them (with lethal force), which Walter defends by saying that he thinks there ought to be a safer way to complete their missions. Lance is unimpressed and has Walter fired.

Lance goes to meet with Director Joy Jenkins (Reba McEntire) over the M9 Assassin. Unfortunately, the case he grabbed off of Killian turns out to be empty. Internal Affairs Agent Marcy Kappel (Rashida Jones) enters with her teammates, Eyes (Karen Gillan) and Ears (DJ Khaled), to confront Lance, as they have footage of what appears to be Lance making off with the weapon when it is really Killian disguising himself as Lance. Marcy attempts to apprehend Lance, but he creates a diversion that allows him to get away. He uses his car to determine that Kimura is the only one who can help him find Killian, but first, he needs to find Walter to help him disappear since he had previously mentioned developing a new tech to accomplish that.

Walter lives home alone with his pet pigeon Lovey. It’s revealed that Wendy has long since passed away. Using one of Lovey’s feathers, he manages to achieve a perfect formula for his disappearing tech. Lance arrives at his house to ask for Walter’s help. Walter, holding the formula, offers Lance a drink, but Lance mistakes the formula for regular water and gulps it down. Walter informs Lance that he is about to turn into a pigeon. Lance experiences extreme discomfort before he ultimately morphs into a pigeon. He freaks out and orders Walter to change him back, but he doesn’t currently have an antidote. To make matters worse, Walter has informed the agency that Lance is there, unaware that he is a fugitive. The two (plus Lovey) head to Lance’s car to make a getaway. Lance tries to go off on his own, but Walter convinces Lance that he needs him since he has his own portable lab.

Marcy, Eyes, and Ears spot the car getting away and head off in pursuit. Lance wants to use firepower to fend off the other agents, but Walter wants to try and use a simple oil slick. This causes the car’s systems to temporarily shut down and almost cause them to crash, but they manage to get away from the agents before planning their next move.

Lance and Walter go to Mexico after tracking Kimura there. Two other pigeons, Crazy Eyes and Jeff join Lance as part of a flock, while Lovey shows a romantic interest in him. They arrive at the hotel where Kimura is staying, and Walter points out to Lance that he can sneak past Kimura’s goons undetected. Lance tries to get Kimura’s room key from the front desk, but Crazy Eyes and Jeff keep messing it up for him until the concierge throws Lance in the trash. Fortunately, Crazy Eyes managed to swallow the card and spit it up for Lance. He makes his way up to the room and tries to fight Kimura, but finds that he is not as effective as a bird. Walter and the other pigeons show up and use Walter’s pen gadget that causes temporary paralysis (but makes it look like the person has lost all their bones) on Kimura before applying a truth serum that makes him reveal that Killian is planning to go to Venice to steal the database of every agent working under Jenkins.

Marcy and her team then storm the room, forcing Lance, Walter, and the birds to get out. After attempting to jump to a nearby balcony, Walter falls but catches on with a grappling hook. The other agents corner him and the birds, but since Crazy Eyes ate the pen, he fires a gum-like substance (“Serious String”) to trap the agents, allowing Lance and Walter to escape. Marcy is astonished that Walter used something non-lethal to subdue everyone. She then contacts Jenkins and is baffled that there is no trace of evidence that Lance was there, except for a feather.

The heroes then make their way to Venice where Killian has located the database. Before Lance and Walter can make their way into the building, Marcy and her team show up and try to convince Walter to give Lance up. Marcy brings up the fact that his mom was a cop and that she sacrificed her life to save her fellow officers, something Lance is just finding out about. Walter rejects Marcy’s request to turn Lance in, so she cuffs him outside while she and her team go handle Killian. Lance frees Walter and they head off to do the job themselves. Killian has used the Assassin to acquire the database, leading Lance to try and fly after it, but he needs help from Lovey, Jeff, and Crazy Eyes. They catch up to the Assassin, as does Walter, but Killian knocks Walter down and almost hurts him before he manages to attract a massive flock of pigeons by throwing breadcrumbs on Killian. The villain gets away, but Walter had placed a tracker on him.

Lance, Walter, and the birds ride a submarine to Killian’s location while Walter perfects the antidote using one of Lovey’s feathers. This successfully turns Lance back into a human. Once they get to Killian’s lair, however, Lance forces Walter to go back because he plans to kill Killian, while Walter argues that there has to be a better way to stop him. Lance tranquilizes him and sends him away, fearing that he could get killed if he tries to help. Lance reaches the top of Killian’s lair, but he gets captured after Killian reveals he’s created a thousand more drones to go after Lance’s fellow agents. His reasoning being that while on a mission in Kyrgyzstan, Lance’s team wiped out Killian’s men and left him disfigured, necessitating his cybernetic enhancements. It is then shown on Killian’s computer that the lair’s proximity has been breached, meaning Walter is coming back to save Lance. Killian sends two drones after him and forces Lance to watch. An explosion is seen in the water, and Lance believes Walter has been killed.

As Killian sends his drones toward Washington, Walter is revealed to have survived by using his Inflatable Hug protection bubble. He and Lance reconcile, and Walter sends a message to Marcy for back-up. They catch Killian and fight him while Walter tries hacking into Killian’s arm to stop the drone strike. Meanwhile, the drones have found the agency, and Jenkins attempts to lead her agents to safety, but the drones have them trapped. Walter gives Lance, Marcy, and her agents his gadgets that prove to disable the drones in creative and safe ways. Killian attempts to escape on a drone, but Walter latches onto him. They get high above the clouds, just as Walter fully hacks into Killian’s arm. Despite being high up, Walter traps Killian in an Inflatable Hug while he falls and deactivates all the drones. Lance turns himself back into a pigeon using a small vial of formula and leads Lovey, Crazy Eyes, Jeff, and a whole flock to save Walter. Eyes and Ears find Killian, and he is presumably taken into custody.

Upon returning to Washington, Lance and Walter are both fired for breaking a ton of rules. Just as they start to look on the bright side, they are abducted and thrown into a van, but it’s just a set-up by Marcy and Jenkins. They want Walter to lead a new team, as they were impressed by his non-lethal gadgets.

The film ends with Lance and Walter now working as a team, along with the pigeons as their backup.

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