It was a sunny day in Care-A-Lot. All the Care Bears were happily playing, working, and relaxing. Well, most of the Care Bears. On a soggy cloud on the outskirts of Care-A-Lot Grumpy Bear sat beneath a rain cloud looking unhappy.

"Grumpy! Grumpy Bear!" A cheery voice sounded from somewhere on a cloud behind him.

"Huh?" said Grumpy bear as he got up to see who it was. He looked around but didn't see anyone on his cloud. Then he looked up and saw Cheer Bear running on one of the clouds above him. Suddenly Cheer tripped and went flying off the cloud and landed right on top of Grumpy, pinning him to the ground.

"OOOFFF!" they exclaimed in unison.

Grumpy opened his eyes and saw Cheer nose to nose with him, giggling. Grumpy felt his face turn a little red and smiled.

"You're so cute, Grumpy Bear," Cheer said sweetly. They both got up and dusted the clouds off them.

"So what did you need?" Grumpy asked.

"Oh, I almost forgot. I wanted to ask if you could watch my flower garden for the next couple of days. I'm going to go on a caring mission with Funshine and I'm worried they might die if I don't have someone to watch over them. So will you do it, Grumpy? PLEASE?"

"Uh…I…yeah, I'll watch over them for you."

"Oh thank you, Grumpy!" And with that she gave him a big hug and a peck on the cheek.

Cheer merrily bounded off to prepare for the caring mission as Grumpy gazed after her with fondness. After she was out of sight, he let out a sigh and looked up to the sky for a bit in deep thought.

Meanwhile, at Noheart's castle, Beastly was rummaging through a closet, clumsily looking for something.

"Oh, now where did I put that?" he asked himself, digging further into the overstuffed closet. After a bit of struggle and grunting, Beastly finally popped out of the mess. He was holding a peculiar crystal sphere that seemed to give off a bluish glow.

"Here it is!" he exclaimed. "I knew I would find it eventually if I only—" but he was suddenly cut off by Noheart, who screamed, "BEASTLY!!!"

"AAAHHHHH!" cried Beastly as he dropped the sphere.

"Coming, Noheart," he replied tiredly as he looked down at the now shattered crystal sphere.

A few moments later Beastly walked into Noheart's lab and sheepishly asked, "You called boss?"

After giving Beastly a good glare, Noheart said, "Yes, Beastly. I have a few errands I need you to run. Just a few items I'll need you to collect for my spell. This new spell I'm working on will finally help me realize my ultimate dream—to destroy all caring in the world! HA HA HA HA HA HA HA!!"

Beastly slumped against a cauldron with a bored look on his face. "B, b, but boss, every time you try and get rid of all the caring...well..." Noheart glared at Beastly. "Well, uh, the Care Bears always stop you," Beastly continued.

"Well not this time! This time, it will be different! Now go, Beastly. Get me all the things on this list and don't return until you have them all!"

"Okay, boss, I'm going," the weary Beastly replied.

After Beastly left the castle, Noheart began hurriedly taking out vials of liquid and powder, and began arranging them. "Finally I'll be able to create a spell without that little fleabag botching it up!" With that he began adding the contents of the vials to his cauldron, and shortly after began chanting strange words. "He, he, he...soon, soon I will have the ultimate weapon against those goody little Care Bears!" With that he pulled a strange crystal sphere out from under his cloak. It was much like the one Beastly had broken earlier, only this one had a bright yellow glow. He took the sphere and held it above his head for a moment and then said, "Thunder and lightning, wind and rain, bring forth a creature consumed with pain!" On the last word he thrust the crystal sphere into the cauldron. A violent bang erupted from the cauldron along with a blinding flash of light. After the smoke began to clear a bit, a tormented scream could be heard that seemed to start cracking the stones of the castle. Finally the hideous sound died down and the smoke cleared a bit more. Through the shadows stood Noheart smiling wickedly and in front of him was a bright yellow bear with a lighting flash across his tummy. The bear stood in front of Noheart with a twisted smirk on his face and an evil look in his eyes. Noheart stood there, laughing maniacally, and the bear seemed to be off in a world of his own.

"This is the way we cross off the list, cross off the list, cross off the list, this is the wa—" Beastly suddenly cut himself off and stared with puzzlement at the list Noheart had given him. "He wants me to get a—that can't be right. How am I supposed to get one of the Care Bears' star buddies?! It's not like I can just show up and say, 'Hey, can I borrow this? Noheart wants to use it in one of his spells.' Oh...this is gonna take some planning." With that, Beastly sat down and started to hatch a plan.

Meanwhile, back in Care-A-Lot, other trouble was brewing. "I've almost got this thing fixed!" said Brightheart, his head buried in a control box.

"Um, Brightheart, I know I've asked before, but can you tell me again what you're fixing?" asked a bright white Care Bear with a crystal shard symbol on her tummy.

"Again?" replied Brightheart tiredly.

"Well, I know it's all like supposed to bring us here and there, but how does—" The white bear was suddenly cut off as she slipped backwards. Luckily she was able to grab onto a nearby control panel to keep from falling completely; but in her clumsiness she accidentally hit a bunch of buttons, which escalated the situation from bad to worse. First the rainbow rescue beam energized and suddenly three pillars in the room were beamed out and the whole building began to buckle under the weight.

"OH NO!" cried the white bear as Brightheart acted as quick as he could to pull himself out from the control box he was in. He then grabbed the white bear's hand and bolted for the door.

"Whoa..." exclaimed the white bear as Brightheart pulled her out from the building that was almost near collapse. Suddenly she slipped backwards again and fell on top of Brightheart. She looked at him for a second and then shyly said, "I'm sorry."

"No time, Crystal. We've got to get away from here. The whole building is gonna come down," Brightheart said hurriedly. With that they both got safely out of harm's way and several of the other Care Bears rushed over to try to save the building with a stare.

"Oh, I wanna help!" cried Crystal, as she tried to run over to the other bears. But Brightheart didn't hesitate to grab her hand and hold her back.

"Hold up there. I think maybe you've helped enough today," said Brightheart.

"I...I feel so bad. It's all my fault. I'm just not very good at this Care Bear stuff," said Crystal.

"Hey, don't talk like that Crystal. As Playfulheart OFTEN says, accidents happen."

Crystal laughed nervously and then said, "Yeah, but with me, they happen all the time."

"I've got it!" cried Beastly. "I'll sneak up there, disguise myself as a cloud, steal the star buddy and then I can escape using the rainbow rescue beam before those dumb bears even know what's happened!" Beastly let out an evil snicker and headed off for Care-A-Lot, not knowing that the rainbow rescue beam was temporarily out of commission.

"Wh...what am I?"

"Why, you're my creation, the newest member of the Noheart family of fiends. You're going to help me get rid of the Care Bears so that I can destroy all caring in the world," replied Noheart.

"Why?" the yellow bear said.

Noheart gave him an evil glare and said, "Because it's what we do...that's why." The bear turned his head to Noheart and his eyes seemed to burn right through the old wizard. "What are you staring at?" asked Noheart.

The bear continued to stare through him and said, "Nothing."

"Well while you're looking at nothing you can open your ears and pay attention; I have your first assignment. We are going to teach those fuzzy little do-gooders a lesson that they won't soon forget!"

"You mean 'I'...I'm going to teach them a lesson," the bear said.

"However you like it, just make sure you do your job and you do it well. Because if you fail me, I won't hesitate to send you back into the nothingness that spawned you!" threatened Noheart. Apparently Noheart had hit a nerve with his last threat, as the bear suddenly focused his eyes on Noheart and a quiet rumble could be heard. Soon the whole castle started shaking. "What are you doing!" screamed Noheart.

"Listen to me very closely: I am not your puppet. I do what I want to do, not what you tell me to do. And right now, I choose to teach YOU a lesson," the bear replied very matter-of-factly. Soon the walls of the castle were cracking and the wind began to pick up, thrashing everything about. Noheart was not pleased at all. But before he could even think of a spell to stop what the bear was doing a giant bolt of lightning flew through the window and struck Noheart's magic amulet. The blast not only fried the amulet but left Noheart sprawled on the floor unconscious. Soon after, the wind died down and the rumbling ceased. "Now...I will have some...fun," said the bear as he started going through all the toppled shelves on the floor, picking up various things here and there and putting them into a bag. "You know...they should have called you Nobrains, instead of Noheart," chuckled the bear as he started his way out of the damaged castle.