Timmy is excited for the weekend, all until his parents announce they'll be away on a "business" trip for the whole weekend, leaving him with Vicky. Disappointed, Timmy wishes for something to take Vicky a million million miles from here. Using a tape ruler, Cosmo begins measuring how far away a million million miles would be.
Meanwhile, in Yugopotamia, Mark is celebrating his birthday. However, he is unable to stop mourning over losing Vicky. All of a sudden, after measuring a million million miles to be right where Mark was standing, Cosmo produces a forged holographic message from Vicky where she was calling for Mark to take her away. Excited for their road trip to Earth, Mark and his friends Jeff and Eric travel to Vicky's house on earth via his spaceship, and kidnap her after using a weird spray to knock her unconscious. The threesome then convinces the oblivious Mr. Turner that Vicky is going to Europe.
Timmy is confident that his parents will have to cancel their "business" trip, but unfortunately, they have a plan B. Instead, Timmy gets dropped off at Flappy Bob's Peppy Happy Learnatorium, where he is annoyed by Happy Peppy Gary and Happy Peppy Betty and their constant reminders of being safe. The overly-ecstatic duo makes Timmy wear excessive pad and gear just to jump into a ball pit, and when Timmy comes across a Smack-a-Mole game, Gary and Betty stop him from smacking and instead, make him watch a nine hour movie on the mole and its extinction. Fed up with all the cutesy happiness of the learnatorium, Timmy wants to go home, but Gary and Betty say that he has to stay until Vicky returns from Europe. Shocked, Timmy tells them that Vicky will never be back, filling Gary and Betty with glee since now they can be best friends ever. Panicking, Timmy runs away from them and wishes that Vicky was back, but cannot because Mark is in love with Vicky and magic can't get in the way of true love. Timmy then wishes Cosmo, Wanda, and himself to Yugopotamia.
At Mark's surprise birthday party, Timmy confronts him and tells him to give Vicky back. However, he refuses to, and instead, he challenges Timmy to Death Combat. For the first round, he chooses the Yugopotamian War Arena to battle him, leading Timmy to wish that Cosmo and Wanda were his high tech space weapons that shoot pillows because Yugopotamians hate fluffy and nice things. However, Timmy quickly is disarmed by Mark's robot machine and he prepares to zap him out of existence with a large cannon. Surprisingly, he misses, leaving a big donut-shaped hole in the ground around Timmy. Timmy is now able to choose the arena for the second round. To his advantage, he chooses Flappy Bob's Learnatorium, horrifying Mark with all the colors and laughter there. Overwhelmed, Mark is driven insane by all the goodness and niceness there, and the glass encasing his exposed brain explodes from his panic. Timmy wins the battle fair and square, and they give the still unconscious Vicky back to him.
After his victory, Timmy decides to spare Mark's life and give him the Smack-a-Mole machine with Gary and Betty inside rather than moles.
Back in his house, Timmy is happy that Mark's gone, Vicky's back, and he's not stuck at the Learnatorium. Suddenly, Vicky then wakes up and immediately starts yelling at Timmy, who then knocks her unconscious yet again with the weird spray from before.