Vicky, Tootie, and Timmy are turned into babies by Poof and it seems its up to the little brains of all the babies to help them!
Timmy is too busy playing a violent video game to pay attention to Poof who wants to play, and Cosmo and Wanda are out spending time together.
Poof reads the warning label on the video game box and sees its only for certain ages, so he poofs Timmy into a baby. Timmy can't talk or wish himself back so he crawls away to find some help.
Not long after that Vicky barges into Timmy's room and Poof turns into the video game to hide. Vicky sees the violent game and likes it, and steals it from Timmy not knowing it is really Poof. Timmy comes back and sees Poof is missing and is scared that he is alone.
Vicky is running down the street with Poof when he turns her into a baby just as she bumps into Tootie. Seeing what happened to her sister makes Tootie worry and she picks Vicky up who is crying and messy and runs to take her to Timmys house but trips over Poof on the ground who accidently turns Tootie into a baby too. At that moment Happy happy Gary and Betty from the daycare come by and see the two unattended infants and pick them up to take them to the daycare for safety Timmy sees this from his window above and uses his diaper as a parachute to jump from the window and try to rescue them but they catch him too. Now all three are seperated from Poof who slowly floats after the Learnatorium bus they were brought in. Not long after they arrive, Poof disguises himself as a new member of the Happy Peppy Staff so he could follow the babies around and be able to hide his idenity from Happy Peppy Gary and Betty. Meanwhile, at the Fairy World Mall, Wandas Poof-Tracking device goes wild Wanda opens the Face Phone where Poof appears on the screen screaming to Cosmo and Wanda. When Poof finishes his story he apoligies to them and tells them to please come quickly! When Cosmo and Wanda arrive, They realize that Poof's baby magic wasn't working, So the babies only have a few hours to live! What can they do to get back to normal?