During a rehearsal for a school show, Mimi slips on a theatre mask and falls, dragging all of her friends after her. Eliot decides that this was no accident, it's the work of Zed, the masked phantom that haunts the corridors of the school. Zed is trying to wreak his revenge for the humiliation he suffered on stage when he was younger by sabotaging the children's show. Eliot, Mimi and Kaytoo have to try and stop him.