The episode starts out with Wanda asking "Timmy, why are you packing a sleep mask for school?" Timmy admits to sleeping during school. Then, Poof starts talking gibberish. Wanda calls Doctor Rip Studwell. He says,"I'm afraid there is no cure...for our love." He is actually practicing for a movie/play[correction needed] he is starring in.He says Poof is going through pooferty. This is when fairy babies go from saying "Poof, poof" to actual words. But while the transition is in progress, Poof will speak gibberish and no one will be able to understand him. Timmy arrives at school to hear Crocker say "Class, we are going on a field trip..." Everyone cheers. "...TO THE DARKNESS OF MY MIND!" Everyone murmurs in disappointment. Crocker tries to find proof of Timmy's Fairy God Parents by seeing if his hat is a fairy in disguise. He takes his hat, puts it in a blender invention he created, and drinks it. It happens not to be a Fairy God Parent and Crocker vomits. Timmy is sick of this and he wishes Crocker was transferred to another school. Little does he know, the school Crocker is transferred is Spellementary School, Poof's school for magical creatures. At this school, Crocker sees the opportunity to suck all the magic from the students and use it to give him super powers via his blender. Poof overhears this plan, and Crocker realizes this and takes away Poof's wand and puts it in a drawer. Poof is the only one who knows of this plan, but cannot tell anyone because he's entering pooferty. He attempts to tell Cosmo, Wanda, and Timmy, but can't manage to do so without his speech. Now at school again, Mr. Crocker is holding a talent show, to see each creature's powers. One by one, as each student demonstrates his or her power, Crocker sucks them, but they are all useless to him. While this is going on, Poof tries to get ahold of people in the school, but fails due to how he can't talk. Once he comes back to his class room, Crocker has acquired everyone's powers, including Foop's. Poof and Crocker engage in an epic battle. When Crocker is about to defeat Poof once and for all, he says his first words, "I...WANT...MY...RATTLE!" He opens the drawer with his rattle and receives it. And with that, he defeats Crocker. When Poof spoke, he sounds like how he has always been when he says, "Poof, poof." But then when he speaks again, he sounds like Timmy but at a lower pitch. Now that Poof talks, he says what he has always wanted to say to everyone. He says to Wanda, "Mom, no more string beets." And to Cosmo, "Dad, stay away from the oven." And last, to Timmy, "Timmy, buddy, I love ya, but you gotta lose the pink hat."