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Bless all the people, young and old.

For they are yours to love and hold,

And bless Mr, And Mrs. Cherrywood,

Amen.

Good night, children. Sweet dreams,

Mrs. Cherrywood, isn't Mr. Cherrywood going to tuck us in?

Oh, he'll be along,

Don't you worry,

I hope I'm not too late,

They've been asking for you.

Mr, Cherrywood!

Look sharp, everyone,

Watch the bouncing balls,

All righty, here we go.

A one, a two,

a three and there!

Thank you,

and thank you.

Now off to sleep

to dream of clowns and circuses,

acrobats and jugglers.

And remember,

I want a full report in the morning.

Story, Mr. Cherrywood, story?

Please, the one about the circus.

Please? Yeah.

All right, just one story,

Story hat.

Yeah.

This is the story of two young children named Kim and Jason,

and how they were helped by a group of very special friends,

the Care Bears.

You see, the Care Bears have a very special mission.

And that mission is to help everyone share their feelings with others,

The Care Bears live in a magic place

called Care-a-lot.

♪ Care-a-lot is a place we all can go

♪ Whenever we choose it

♪ Care-a-lot is a feeling we all know

♪ We never do lose it

♪ We can find a secret place

♪ To rest and make a new start

♪ if you don't know where it is

♪ Look inside your heart

♪ Care-a-lot is a playground you can find

♪ For sliding and swinging

♪ Carousels playing music in your mind

♪ For dancing and singing

♪ Sometimes you feel so glad

♪ Sometimes you feel blue

♪ Share your feelings, it's not bad

♪ Feelings are just you

♪ When you're lonely

♪ Don't you fret

♪ You're not alone you just tend to forget

♪ Care-a-lot is easily found

♪ You've been there

♪ And you have friends who care

♪ Don't you let your sadness get you down

♪ it always helps when you sing a song

♪ Good cheer carries you along

♪ Through darkness leads to sunlight

♪ A new day comes, it's all right

♪ Care-a-lot is a place you'd like to be

♪ Riding on a cloud, you'll care a lot

♪ It's a rainbow fantasy

♪ For laughing out loud

♪ Care-a-lot is a place we all can go

♪ ls a place we all can go

♪ Care-a-lot is a place we all can go

♪ ls a place we all can go

♪ Care-a-lot, it's a place we all can go

♪ ls a place we all can go

♪ Learn to care a lot

♪ Share a lot

♪ Care-a-lot

No, Secret Bear, I don't think it was the Cloud-mobile's fault,

Hi, I'm Friend Bear and this is Secret Bear.

We're Care Bears,

What do you want?

Only to be your friends.

You see, although Kim and Jason were warm and loving children,

they had been so hurt when their parents went away

that they had decided never to love anyone ever again,

just in case they, too, went away.

Kim and Jason felt they didn't need anyone,

but the Care Bears knew better.

Everyone needs friends, Jason,

even you and Kim,

We're not your friends,

How do you know our names?

We know a lot of things about you.

Kim reads a lot of books and wants to be a nurse when she grows up.

And, Jason, you wanna be a jet pilot.

Yeah. How did you know that?

Friends are supposed to know about each other's hopes and dreams.

Secret Bear says not to worry.

No one can keep a secret like Secret Bear,

Well, I'll tell you what we know about people you care for.

They always let you down,

So we'd rather not have any friends.

Don't trouble yourselves.

While the Care Bears tried even harder

to make friends with Kim and Jason,

Tenderheart was on his way to help a boy who wanted friends

more than anything else in the whole world,

Nicholas was a magician's helper,

He had never had a friend in his life,

Thanks,

Hey!

Close the door!

Whoa!

I--I didn't mean it,

You never mean it, Nicholas.

I bought that trunk thinking maybe there's some junk in it

I can use in my magic act,

Now half of it's broken!

What am I going to do with you?

Every time I give you a simple thing to do,

it's boom this and crash that!

I'm sorry, Mr. Fetuccini,

Enough of your sorrys.

Check that new trunk and see if there's anything left I can use in my magic act,

I have a show to put on.

Perhaps one day I will teach you how to make an audience love you.

But right now you're next to hopeless.

I wish...

I'd give anything to find a way to get people to like me.

Anything?

Nicholas?

Who's there?

Who said that?

You did say

"anything"?

Whoa!

Gosh.

Tenderheart was trapped.

He needed some Care Bear reinforcements,

But unfortunately they were busy with their new invention,

With this Rainbow Rescue Beam, we can send a Care Bear

anywhere in the whole world in a matter of seconds.

Or bring them back again in case of an emergency.

We'll be able to help people share their feelings a lot quicker.

We've gotta get it working first, Share Bear.

And then we still won't know what'll happen until we give it another test.

How come I'm always the one fixing things around here?

Because you never complain, Grumpy Bear.

I think I know why the first test didn't work,

There, This little star got itself stuck in the gears.

Now that's what I call "star stuck," Grumpy Bear.

Has anyone seen Baby Hugs and Baby Tugs?

I can't find them anywhere,

We'll help you look, Grams Bear.

We can test the Rainbow Rescue Beam later.

That Baby Tugs is probably just getting into mischief somewhere.

What's this thing, Tugs?

It's not a thing, Hugs.

It's, uh,

a thing-a-ma-dooey,

You know everything, Tugs.

What's it do?

It makes bubbles.

Square bubbles!

Square bubbles?

Golly, make square bubbles, Tugs,

Any special color?

No square bubbles, Tugs.

Not even round ones,

You broke the thing,

Baby Hugs, Baby Tugs, what have you done?

It's obvious, Grumpy Bear,

they got the Rainbow Rescue Beam working.

But we still don't know if it'll transport anyone,

Look!

Oh, my stars, it brought visitors.

What are they doing here?

We didn't bring them,

They just came along.

Someone brought us here.

I knew it!

Baby Bear mischief,

What are we gonna do with those children?

I don't know.

This has never happened before.

Perhaps we can let them stay,

Hey, could we say something?

Where are we?

We're terribly sorry.

Bears?

We're the Care Bears.

More friends?

Welcome to Care-a-lot!

Come on, We'll give you a tour,

Okay, but we're not gonna like it,

♪ I know you're thinking that nobody cares

♪ You've got some feelings you don't wanna share

♪ But if your troubles stay all stuck inside

♪ They're gonna grow till they're too big to hide

♪ I know you're trying to steer so clear of friends

♪ You've had a few that left you in the end

♪ I gotta tell you it ain't always so

♪ Somebody loves you who ain't gonna go

♪ So follow me and let me take you where

♪ if you think nobody cares

♪ Nobody cares

♪ Nobody cares like a bear

♪ You'll need a friend to get a big job done

♪ I guess sometimes two heads are better than one

♪ You'll need a friend to let your feelings free

♪ Sure could use someone to talk to me

♪ So make a friend and let me take you where

♪ When you think nobody cares

♪ Nobody cares

♪ Nobody cares like a bear

♪ So don't go sticking by your own sweet self

♪ You gotta take a chance on someone else

♪ That's what it's all about, just being friends

♪ And take a chance on loving again

♪ And follow me and let me take you where

♪ When you think nobody cares

♪ Nobody cares

♪ Nobody cares like a bear

♪ When you think nobody cares

♪ Nobody cares

♪ Nobody cares like a bear

Well, thanks to the Care Bears,

Kim and Jason remembered how good it was to have friends who cared,

Their troubles were over,

But for Nicholas, his real troubles were just beginning,

Nicholas?

Who are you?

How do you know my name?

I am a spirit, Nicholas.

Your friend.

I know many things,

Almost everything.

Everything?

I know how you can earn more friends,

Really? How?

With magic,

Magic?

Oh, not his magic tricks.

I mean real magic.

Magic that can make your fondest wish come true.

Y-You mean, you could use magic to get people to like me?

No,

But you could.

All you have to do is

undo the lock.

No, don't!

Hey, what are you doing in there?

I've gotta stop this!

Nicholas! Nicky?

Hey, are you okay in there?

Read this.

Did I do that?

You can do a lot more,

Hey, Nicky, open up!

The door's stuck!

Read!

Hey, Nicholas!

Go ahead.

Open it.

Hey, it worked. Your spell worked.

Well done, Nicholas,

He'll be in a deep sleep

only long enough for you to take over his magic show,

But I couldn't.

Yes, you can, You must,

This is your chance to show that you are a greater magician than he,

They love him for his magic.

They'll love you for yours.

I'll help you.

Nicholas, stop!

This isn't the way to make friends.

Who are you?

I'm Tenderheart, a Care Bear.

Your friend.

Friend?

Where was he when you needed him?

What matters is, I'm here now,

when Nicholas needs me the most,

See, Nicholas?

Magic can do anything you want it to.

Hey, neat!

Magic isn't the answer, Nicholas,

Your feelings can help you find the true answer.

Don't listen to him!

There are dozens of children out there

waiting to see your magic.

They'll love me just like they love The Great Fetuccini.

I know all his tricks,

I'm not doing anything wrong,

He won't succeed.

The spirit doesn't care about him.

But I do!

And now The Amazing Nicholas

will pull a dove out of his hat.

Stop it!

I knew this was going to happen.

Make them stop laughing. Make them stop!

Only you can do that, Here!

Teach them a lesson,

A--A lesson?

Come on!

Make us laugh.

One they'll never forget.

Nicholas! No!

Now they know how you felt all your life

without a friend in the world.

Now they feel nothing!

Nicholas, what have you done?

Only what they did to me.

They deserved it,

No, Nicholas, please listen!

Quick, Nicholas!

This is only the beginning!

This is a job for all the Care Bears,

Jason! Kim!

Wait'll you hear this.

Look, Secret Bear, Wish Bear's got her head stuck in the clouds again,

Now where's my Star-oscope?

Looking for this?

Oh, sorry, Grumpy Bear, but I'm in a hurry.

I've got great news for Kim and Jason.

I spotted... Look!

Tenderheart's Rainbow Roller is out of control!

Oh, no!

Quick, run for cover!

It's coming!

Brace yourselves!

What's coming?

Everyone okay?

Share Bear?

I think so.

Too bad we can't say the same for Care-a-lot.

Look!

Oh, no!

Everything's broken!

Faded!

Ruined!

Tenderheart!

The Caring Meter dropped two whole points!

A lot of people must have suddenly just stopped caring,

What could have caused that?

The same thing that caused the cloud quake!

A boy named Nicholas is being taken over

by an evil spirit,

An evil spirit?

What happens when the Caring Meter drops to zero?

No one in the world will care anymore.

And the end of Care-a-lot?

I think that's exactly what the spirit has in mind!

Oh, my gosh, I forgot,

I sighted parents for you at the orphanage.

They want to adopt you both.

Congratulations, Kim and Jason.

Come on, Grumpy, let's warm up the Rainbow Rescue Beam,

Kim and Jason have to get back in a hurry.

Hear that, Jason? Parents!

Yeah.

I thought we'd never have parents,

Yeah.

But, Kim.,.

I know, Jason.

Our friends, they're in trouble,

Kim, Jason, we're ready,

All set?

No!

We're not going back to the orphanage.

We're going to help you,

Yeah.

But you have parents waiting,

We made up our minds,

You showed us how to share our feelings,

and that's just what we're going to do,

Yeah? Really?

Yeah.

All right, our first job is to go to Earth and find Nicholas.

Friend Bear, Secret Bear, you head down with Kim and Jason.

We'll follow.

Hold on to this for me, Jason,

Don't lose it. It's very important.

Don't worry, Tenderheart, I wouldn't lose it for nothing,

All right, Champ Bear and Funshine, you're next!

Oh, no!

The Rainbow Rescue Beam's jammed!

They never made it to Earth,

What do you mean?

Where are they?

They're lost somewhere between here and Earth.

What do we do now?

We can't follow them.

And the evil spirit said this was just the beginning.

As Nicholas continued to cast the spirit's evil spells,

more and more people stopped caring.

Everyone in this town has friends.

But soon they'll all be just like me.

Friendless!

As this wave of uncaring grew,

so did the storms around Care-a-lot,

The Care Bears were trapped, cut off from the Earth,

and any chance of rescuing Kim, Jason, Secret Bear, and Friend Bear.

The cloud quakes had broken the Rainbow Rescue Beam,

But the Care Bears would never give up,

That's what made them think of the river.

Good luck, Care Bears.

We're counting on you!

No one in Care-a-lot had ever followed the river,

They had no idea whether it would lead them to Kim, Jason,

and the missing Care Bears, or to nowhere at all.

But the Rainbow Rescue Beam had dropped Kim, Jason,

and the two Care Bears

right smack in the middle of a strange new land,

Wow.

This doesn't look like the Earth I remember.

Maybe we're still in Care-a-lot.

If this is Care-a-lot,

then someone's been doing a little gardening since we left.

Whoa!

I can't hold on much longer.

Secret Bear says not to worry about falling.

Worry about the lion instead,

Lion?

What are we going to do?

Close your eyes, Maybe he won't see us,

See? He's gone.

Kim!

Give me your hand, slowly.

Oh, no!

Hey, they don't have any tails.

Wow.

The monkey can talk,

What happened to all your fur?

We--We never had any fur.

That's impossible!

Every monkey has fur.

And who said they were monkeys? Hmm?

Well, they were up in the tree.

I know. They're lions with haircuts.

We're not lions or monkeys.

Yeah. We're people,

And we're Care Bears.

Where did you come from?

Why, we live here.

Everyone in the Forest of Feelings knows of Playful Heart Monkey

and Brave Heart Lion.

Forest of Feelings?

Well, we're from Earth.

And Care-a-lot,

Earth? Care-a-lot?

There's no such place.

There is, too!

Don't mind Playful Heart.

He loves to laugh

at anything.

I've heard tales long ago about other places.

What are these other places like?

♪ Do you have a place where rainbows grow

♪ To carry a bear who's sliding?

♪ Well, I have a rock in a cave below

♪ Just perfect for hiding

♪ Do you have a house made all out of wood

♪ For keeping you dry when it's raining?

♪ I stay on top when the rain goes drop

♪ Look, I'm hydroplaning

Wee!

♪ Forest of Feelings, Care-a-lot

♪ And earth aren't far apart

♪ They differ in some ways, some ways not

♪ 'Cause home is in your heart

♪ Do you have a star that can travel far

♪ And tell you what my star told me?

♪ No, but I have a tree that plays with me

♪ With branches that swing and enfold me

♪ Do you have a flower? We call it a rose

♪ lts petals are softer than pillows

Look, I see a bee on Friend Bear's nose!

Stop!

Stay perfectly still,

Oh!

♪ Forest of Feelings, Care-a-lot

♪ And earth are the homes we claim

♪ Loving each other

♪ What we've got are places with a different name

♪ But they're all the same

♪ Forest of Feelings, Care-a-lot

♪ And earth are the homes we claim

♪ Right here with you, my friend

♪ Forest of Feelings, Care-a-lot

♪ And earth are all the same

♪ We are all the same

♪ Do you have a bed where you sleep at night

♪ With billowy blankets all over?

I sleep in a thicket, on soft green grass,

covered with cushiony clover,

My bed is cozy and light as a cloud.

Your bed is a cloud!

Oh, yeah.

♪ Colors and flowers and hearts in a crown

♪ Are just about everywhere

♪ Forest of Feelings, Care-a-lot

♪ And earth aren't far apart

♪ They differ in some ways, some ways not

♪ 'Cause home is in your heart

♪ Home is in your heart

♪ Forest of Feelings, Care-a-lot

♪ And earth are the homes we claim

♪ We love each other, loving each other

♪ What we've got are places with a different name

♪ Home is all the same

♪ Forest of Feelings, Care-a-lot

♪ And earth aren't far apart

♪ They differ in some ways, some ways not

♪ 'Cause home is in your heart

♪ Home is in your heart

♪ Home is in your heart

You're welcome to stay in the Forest of Feelings as long as you like,

Thank you, Brave Heart, but the sooner we leave the better,

if we don't hurry, Care-a-lot may not be there when we get back.

We have to find a way back to Earth.

To help stop the evil spirit

from taking all the feelings from everybody,

Come on, everybody.

Where?

If there is a way out of the Forest of Feelings, we'll help you find it,

This way,

There!

The spell is cast,

Now everyone in town will know the loneliness they've made me feel.

Not quite,

Look!

These two small children still care

very much about everyone,

except you.

But they were to fall under my spell,

Ah, but those--those soft little bears shield them from your spells

with their love and caring,

Let them go!

I'm even now!

Are you?

What about all the others?

Others?

All the others that you have not yet cast your spells on,

All the others that still care.

I've gotten even with the whole town.

That's all I wanted.

The others will come after you for what you've done.

What should I do?

You must finish it.

Go ahead, say it!

This spell will seek out the children

and bring them to us at any cost.

But isn't there another way?

No! They must be taught a lesson!

A lesson for the children.

A lesson for the town!

A lesson for

everyone.

What do you mean, "everyone"?

Now go!

You said, "a lesson."

What kind of lesson?

Never mind that,

You must now collect the ingredients for your next spell,

There's nothing ahead to tell us where we are, Tenderheart.

Bear overboard!

Bedtime Bear went to sleep and fell overboard.

Look!

Hi. I think you've lost something.

Oh, thank you very much,

I'm sure Bedtime Bear will thank you, too,

when he wakes up,

No thanks needed.

I'm Cozy Heart Penguin,

Helping someone in need is what warms my heart

and keeps me cozy,

Well, it must work, Cozy Heart.

This water's freezing!

I love it!

First we have to find Kim and Jason, and then...

Uh-oh,

Something's pulling at the wheel,

Tenderheart, why are you turning here?

I'm not! The boat's turning by itself!

We're caught in some kind of whirlpool!

Whoa!

Whoa!

Somebody do something!

A rope!

Throw me a rope!

Do as she says!

Quick!

Guide this rope, Little Star.

Oh, Champ Bear, we're saved!

May I introduce the strongest, most fearsome creature

in the entire Forest of Feelings.

Lotsa Heart Elephant.

Hello,

Hey, you're a lot smaller than you sound.

It's true that I'm not big, but it's amazing what you can do

if you really put your heart into it,

Sometimes I even startle myself,

It's not going to work.

Even the Spell can't defeat them,

The Spell was just having a little sport.

The children are his true goal,

Perhaps a sprinkle of toadstool mold

would speed things up.

Grumpy Bear!

Ouch! Ow, ow, ow,

The Caring Meter is down to five.

If it reaches zero, Care-a-lot is finished!

And no one will care anymore.

Any luck fixing the Rainbow Rescue Beam?

I think I used up all my good luck getting this far.

Maybe your luck's run out, but not mine!

I need a piece that looks like this.

Whoa!

Try that, It's Baby Hugs' lollipop,

Perfect!

You know, Baby Hugs and Tugs are gonna make fine Care Bears

one of these days,

You rest there while I scout up ahead.

Whew.

While Brave Heart's gone, let's play a guessing game,

What am I?

I don't know.

Look out!

Help! Let us go!

Help!

Oh, no!

Let us go!

Charge!

Help!

All right, you asked for it!

Whoa.

Let them go!

Swift Heart!

Oh,

Phew,

Whoa!

Let's get out of here!

Come on, Swift Heart.

I'm way ahead of you,

Oh, no!

That's the most unfriendly tree I've ever seen,

Well, thanks to you, Swift Heart, we're safe for now.

There's a serious task at hand, Swift Heart,

It seems that the evil spirit is after Kim and Jason.

An evil spirit in the Forest of Feelings?

We'll fill you in as we go. Let's get moving.

Lotsa Heart, do you think this river might lead us down to Earth?

It has to go somewhere,

Hang on, everyone, we're going for a ride.

Whoa!

Look, a cave!

I can't see a thing.

Steer to the left!

- Who said that? - Not me.

- Neither did I, - it wasn't me.

It was me! I said it!

- Who are you? - Don't ask questions.

Steer left quick!

Hang on, everyone!

Phew, that was close.

You almost smashed right into a big rock.

Look! I see light up ahead,

A raccoon?

No wonder you could see in the dark.

Not just a raccoon.

Bright Heart Raccoon,

I can usually see my way through anything.

Waterfalls ahead!

We better do something quick.

Care Bears!

Ready?

Now!

Whoa!

Well done, Care Bears.

Let's hear it for the Care Bears!

Hip, hip, hurray! Hip, hip, hurray!

Oh, no!

Run!

Brave Heart?

Whoa!

Oh, no!

Are you okay, Kim?

Jason, we've got to run,

Where? We're trapped.

And that bird knows it, too,

We can't reach them!

You're right, Secret Bear,

Our only hope is a Care Bear Stare.

I just hope it works, There's only two of us.

Right again, We've got to try,

Care Bears stare!

The two of us aren't enough!

Oh, no!

Look!

Care Bears

stare!

That was magnificent,

Your friends arrived just in time,

Jason, Kim!

You're all right!

Thanks to our new friends.

I know exactly what you mean.

I think things will get a lot easier now that we're together, Brave Heart.

I couldn't agree with you more, Lotsa Heart.

Soon you'll be out of the Forest of Feelings,

Then your journey will really begin,

You're not coming with us?

Well, uh,

yes, if you think we could help.

Glad to have you along.

We can use all the help we can get.

Well, in that case..,

♪ We're calling for the loyal hearts

♪ Wherever they may be

♪ We're calling for the proud hearts

♪ To come and follow me

♪ We're calling for the gentle hearts

♪ To keep us company

♪ And it would be a treat heart

♪ if you would follow me

♪ 'Cause there's a job to be done

♪ We're gonna need everyone

♪ Because nobody can do it alone

♪ We'll need the swift and the small

♪ We'll need the strong and the tall

♪ 'Cause everyone has a strength of their own

♪ And when you put it all together

♪ Then there's a power no one can deny

♪ It's the power to share, it's the power to care

♪ 'Cause when you care you're not afraid to try

♪ Yeah!

♪ And when you put it all together

♪ Then there's a power no one can deny

♪ It's the power to share, it's the power to care

♪ When you care, you're not afraid to try

They're on their way.

Here?

You'll be ready for them.

How?

By completing your final spell.

Final spell?

Yes.

You must gather the elements quickly,

When those two children arrive,

they must be all that is left of caring in this world.

You don't mean... Yes!

Everyone must be taught the lesson.

But... Don't you see, Nicholas?

It's too late to stop now,

You must finish what you started!

There's no turning back!

It was hard to believe that only a short time ago

this was a place of happiness and joy.

Now, without love to keep it alive,

it had become a home of fear,

loneliness and ruin,

Time was running out for the Care Bears.

Nicholas and the evil spirit had to be stopped

before they cast their final spell.

A world without caring?

This doesn't look like the Earth you talked about.

We've got to stop it before it gets worse.

I don't think this place could get any worse,

Nicholas and the spirit must be around here somewhere.

We've got to find them as quickly as possible.

I suggest we split up,

I agree, Tenderheart,

The first ones to spot them, warn the others,

Okay, let's go get them,

Jason, do you still have the key that I gave you?

Sure do.

Good. Now, promise me you and Kim

will stay as far away from Nicholas and the spirit as you can.

But I wanna help,

You can help best by guarding that key.

B-But...

if we lose that key, Jason, we can never win,

I understand, Tenderheart.

You can count on me.

Three apple cores, Just what I need.

One spider's web,

My list is almost complete.

A few more items,

a few magic words, and presto,

a world without love,

Love-a-lot, did you hear that?

We have to get word to the others before it's too late.

Hmm, Let's see, Apple cores, spider's web, milkweed pod...

Huh?

A cigar butt,

I almost missed it.

Now, one last thing to find,

Phew,

There they go,

Phew, That was close,

Oh, no! Run away!

Hurry up! Look out!

Run away!

Get away! Oh, dear!

Watch out!

♪ Run for cover

♪ Don't stop to look around

♪ Nothing to do

♪ But hide someplace where we cannot be found

Don't make a sound,

Look out! Be careful.

Here he comes!

Whoa!

Run away!

♪ Look out, he's after you

♪ You ought to take care, but take care where you go

♪ It's a nightmare coming true

♪ The evil that's spreading is starting to grow

♪ Your friends are doing all they can do

♪ But what about you?

♪ How can we help this unfortunate soul?

♪ How can we stop him? He's out of control

♪ Running and hiding to stay out of sight

♪ Running and hiding, it doesn't seem right

♪ Look out! Watch out! Hurry, get away!

♪ Running and hiding and running again

♪ Running and running, oh, please make it end

♪ isn't there some way to make him our friend?

♪ The spirit's got a hold on Nicholas

♪ He's forgot about feelings and friends

♪ Look out, he's after you

♪ It's a nightmare coming true

♪ When will this bad dream end?

♪ He's not himself, he's turning mean

♪ He's been on a path of terrible wrath

♪ No kid's ever seen - Hey!

♪ Friends are there to help you out

♪ Because they care and there's no doubt

♪ That if you're scared, they'll lend a hand

♪ Till you're prepared to make a stand

♪ This power's wrong, but incredibly strong

♪ if only we could make him understand

♪ Look out, watch out! Look out! Look out!

♪ Look out! Watch out!

♪ What can you do if there's only two of you?

♪ What can you do if there's only two of you?

♪ What can you do if there's only two of you?

Huh?

Icky, sticky bubble gum!

The last ingredient I need for my final spell.

Let them try and stop me now!

Swift Heart, are you all right?

You bet, Friend Bear.

It takes more than that to slow me down.

Where are Kim and Jason?

Maybe they're hiding and are afraid to show themselves.

Okay, Brave Heart.

You round up your friends and try to find Kim and Jason,

Care Bears, follow me,

What are you going to do, Tenderheart?

We have to try and get through to Nicholas.

And make him believe that we really do care about him,

And that he really cares about everyone else.

With a Care Bear Stare?

That's right, Cozy Heart,

I wish there was some way we could express our feelings like that,

There's always a way to let others share your feelings, Gentle Heart, always,

Let's go. We don't have much time.

It was going to take every ounce of caring

that the Care Bears could muster

to reach Nicholas,

But as you remember, they were two bears short.

Grumpy Bear and Good Luck Bear

were still in Care-a-lot trying to fix the Rainbow Rescue Beam,

or what was left of it.

I just need a little more time.

That's the one thing we don't have,

The Caring Meter has fallen to three.

In no time, it'll fall to zero.

And that's the end of Care-a-lot,

We've got to get down there and help!

Good.

Now, the final ingredient,

Quickly!

Why are you stopping?

I--I--I don't want...

You don't want to? You must!

You can't care about anything!

No! - You've gone too far!

Too far to stop! You can't stop!

You are beyond this!

Stop!

Nicholas!

You're too late,

Too late!

The last spell is cast!

We care about everyone, even when they don't care about us.

And right now, the one we care about most is you, Nicholas!

You!

Care Bears, get ready,

Care Bears, stare!

You don't care!

Whoa!

Now for the very last two children,

What happened in there?

The Care Bear Stare didn't work!

The spirit's power is too strong!

Brave Heart, where are Kim and Jason?

We can't find them anywhere,

Uh-oh, Look!

Nicholas?

Where are they?

As long as Kim and Jason still care, his spell's not complete,

You mean, you can still save him?

We can still save him,

But how?

Just feel it!

Care Bears?

Ha!

Well, what do you know? The Rainbow Rescue Beam worked,

See? We just needed a little luck,

Looks like we're gonna need more than that.

Where are they?

Where are you hiding the boy and girl?

You don't know what you're doing, Nicholas,

Listen to your heart, and you'll find the truth,

Where are they?

Care Bears

stare!

Too late,

Tenderheart's right,

We can do it, but we have to do it together.

Do what?

Okay, everybody,

Uh, uh, everybody, uh...

That's it!

Everybody call!

No!

Nicholas!

Kim, Jason, no!

It's them!

It's the children,

Nicholas!

We care about you.

We used to be like you.

We thought nobody cared,

But we were wrong,

Now we want to be your friends, Nicholas,

and make sure you're never alone again.

Believe us, Nicholas, believe us.

I--I--I believe you,

No, you can't!

Don't do it,

Stop.

You don't care!

They don't care!

Stop!

Please, don't close me!

Jason, the key,

The key!

I--I--I can't hold it

much longer!

No! Oh, no!

Hold on, Nicholas.

Thank you,

And so it was that the love and caring of the Care Bears,

their new friends, and the two children saved the day.

I guess Care-a-lot is safe and sound again.

And as long as Care-a-lot is safe, so is the world below it,

Mr. Fetuccini! I almost forgot,

He's still under that sleeping spell,

It's showtime!

Mr, Fetuccini!

I'm sorry,

Nicholas, I just had the most wonderful dream,

I dreamed I changed my poster,

so that's what I'm going to do,

Now it'll read:

"Fetuccini and Nicholas,"

So what do you say, huh?

A partnership,

A part-- A part...

Oh, all right,

"Nicholas and Fetuccini,"

Oh, thank you so much.

You won't be disappointed, I promise,

I can't believe this.

I owe it all to Care Bears and...

To who?

Yeah, uh, they're, um,

friends, Mr. Fetuccini,

Just friends,

Friends! That's what it's all about, Nicholas, my boy.

That's what it's all about,

No matter what happened,

Nicholas now knew that someone would be watching over him at all times.

And most important of all,

Nicholas had learned that the best way to make friends

is to be a friend yourself,

Our friends from the Forest of Feelings

have proven to everyone

that there's always a way to show that you care,

And so the purpose of this festive occasion

is to let all bear witness to the inauguration of our friends

into the Care Bear family.

♪ Now all you Care Bear Cousins come

♪ And gather next to me

♪ We're standing here together

♪ Just as proud as we can be

♪ We saved the world for carin' folks like you and you and me

♪ And when you care together, you become a family

♪ And it's great to be

♪ In that Care Bear family

♪ In that Care Bear family

♪ And I'm proud to see

♪ That you're standing here with me

♪ That you're standing here with me

♪ What a job that we've done

♪ There was a part for everyone

♪ So let's give our brand-new family a cheer

♪ And it makes me wanna shout

♪ I can get my feelings out

♪ When a friend is right there to lend an ear

♪ And it's great to be

♪ In that Care Bear family

♪ In that Care Bear family

♪ Yes, it's great to be

♪ In that Care Bear family

♪ In that Care Bear family

♪ Yes, it's great to be

♪ In that Care Bear family

♪ In that Care Bear family

♪ And I'm proud, too proud, to see

♪ That you're standing here with me

♪ That you're standing here with me

♪ Yes, it's great to be

♪ In that Care Bear family

♪ In that Care Bear family

And now,

The Amazing Nicholas will pull a dove out of his hat,

That's my boy,

Bravo, Nicky!

Hey, Jason, aren't parents great?

Yeah.

And so Kim and Jason

found the parents they wanted so very much

and lived happily ever after.

And a fine story that was, Mr, Cherrywood,

My favorite, Mrs. Cherrywood,

But they never stay awake long enough for the end,

Now they'll never know what eventually became of Nicholas.

I guess all they need to know is that he, too, lived happily ever after,

Happier than I ever thought I could be,

Nicholas, these children should have been in bed ages ago,

What am I ever going to do with you?

Care for me, Mrs. Cherrywood,

Just care for me,

♪ Care-a-lot is a place we all can go

♪ Whenever we choose it

♪ Care-a-lot is a feeling we all know

♪ We never do lose it

♪ We can find secret place

♪ To rest and make a new start

♪ if you don't know where it is

♪ Look inside your heart

♪ Care-a-lot is a playground you can find

♪ For sliding and swinging

♪ Carousels playing music in your mind

♪ For dancing and singing

♪ Sometimes you feel so glad

♪ Sometimes you feel blue

♪ Share your feelings, it's not bad

♪ Feelings are just you

♪ When you're lonely

♪ Don't you fret

♪ You're not alone, you just tend to forget

♪ Care-a-lot is easily found

♪ You've been there

♪ And you have friends who care

♪ Don't you let your sadness get you down

♪ it always helps when you sing a song

♪ Good cheer carries you along

♪ Through darkness leads to sunlight

♪ A new day comes, it's all right

♪ Care-a-lot is a playground you can find

♪ For sliding and swinging

♪ Carousels playing music in your mind

♪ For dancing and singing

♪ Sometimes you feel so glad

♪ Sometimes you feel blue

♪ Share your feelings, it's not bad

♪ Feelings are just you

♪ When you're lonely

♪ Don't you fret

♪ You're not alone, you just tend to forget

♪ Care-a-lot is easily found

♪ You've been there

♪ And you have friends who care

♪ Don't you let your sadness get you down

♪ it always helps when you sing a song

♪ Good cheer carries you along

♪ Through darkness leads to sunlight

♪ A new day comes, it's all right

♪ Care-a-lot is a place you'd like to be

♪ Riding on a cloud you'll care a lot

♪ It's a rainbow fantasy

♪ For laughing out loud

♪ Care-a-lot is a place we all can go

♪ ls a place we all can go

♪ Care-a-lot is a place we all can go

♪ ls a place we all can go

♪ Care-a-lot, it's a place we all can go

♪ ls a place we all can go

♪ Learn to care a lot

♪ Share a lot

♪ Care-a-lot