Shunned by the pop world for not having super star looks, embittered music mogul Cuthbert Peabody hijacks a new MI9 invention capable of changing a person's face into anyone elses and uses it against the people who he holds responsible for his failure - pop fans. The team must crack a highly elaborate musical code in order to put a stop to Peabody but with not a musical bone between them, they must turn to an unlikely ally for help.