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With Poof's first day in spellementary school, he and Foop compete to be the most popular student there, but Foop takes it to extremes when it becomes clear that his classmates favour his fairy counterpart more than him.
Poof and Foop compete with each other for the lead role in a Spellementary School play alongside with a triangle shaped female fairy baby named Goldie Goldenglow.
Mr. Turner becomes obsessed with proving Dinkleberg is evil, and drags Timmy into a 24/7 spying mission, leaving Timmy unable to contact his fairies or ask for wishes.