Shunned by the pop world for not having superstar looks, embittered music mogul Cuthbert Peabody hijacks a new M.I.9 invention capable of changing a person's face. He turns popstar Calvin Lame's latest hit single into a weapon to use against the people who he holds responsible for his failure - pop fans. The team must crack an elaborate musical code in order to stop him, but without a musical bone between them, they must turn to an unlikely ally for help - Byron.