After Timmy saves Vicky's life after her attempt to torment him backfires, she is shunned by her fellow evil babysitters, and loses all of her friends. After Timmy suggests to her that she try being friendly, Vicky begins to smother Timmy with friendliness, and he must find a way to change her back to her mean self, since she will not let anyone else near him.

Poof wants to play spaceship, but since everyone is busy, he goes off in search of a play partner. However, he winds up in Yugopotamia where the unappreciated and overworked Queen Jipjorrulac uses his cuteness to scare her family and subjects into catering to her every whim.