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.

Timmy's soccer team, the Dimmsdale Victims, cannot beat Dinkleberg's team, The Dinkle Ducks, because Timmy is benched after one game. While eating his breakfast, however, Timmy accidentally swallows Poof, who enters Timmy's brain and uses magic to enhance Timmy's skills, turning him into an all-star soccer player. Now, Timmy must find a way to keep Cosmo and Wanda from finding Poof so that he can win the championship against Dinkleberg's team, or else they will take his magical powers away because Da Rules forbid cheating.