Mr. Crocker gets a hold of Poof and decides to groom him to be the heir to his "fame and fortune". Meanwhile, Timmy is panicking about losing Poof and looks for him in all off the places he took him.

When Poof watches too much of the violent classic "cat and mouse" cartoon, "Cheesy and Sleazy", he turns Timmy and Vicky into the characters from the show, and Timmy must find a way to get back to normal.