Several bears are standing in a line outside of Grumpy's shop in the middle of the night. Funshine yawns and questions why Grumpy called them there so late. Grumpy appears and shows off his most recent invention: A special power generator! Grumpy goes to turn his new invention on, only to discover that the switch is stuck. In order to flip the stuck switch, Grumpy begins smacking his new machine with a wrench. Meanwhile, high above in Grizzle's Lair, Grizzle is also hitting his new machine with a large golden wrench. This doesn't work for Grizzle, who calls out for assistance from his robot UR-2. UR-2 replies "I am not!" which leads to an annoyed Grizzle explaining to UR-2 that it is his name. UR-2 then reports that if Grizzle does not increase his power supply, his lair will float away. Grizzle frustratingly hits his power generator with a hammer, which causes him to fall down.

Share Bear breaks Grumpy Bear's cloud express which was still a work in progress, and gets the butterflies while trying to hide the fact that she broke it from Grumpy.

A large group of Care Bears are visiting Share's garden to admire her flowers. Cheer Bear laments that she doesn't have a garden like Share's, but Share replies that Cheer could easily have her own garden, although it would take a few weeks for it to grow. The next day, Share is surprised to see that her garden is free of visitors. Oopsy Bear shows up, but quickly says his catch phrase and dashes off. When Share ask where Oopsy Bear is running off to, Oopsy explains that he was suppose to go to Cheer's garden and that's where everyone is. Share is shocked to hear the news, and proclaims that she's the only one with a garden. Oopsy tells Share to come see Cheer's garden, and Share agrees while bitterly adding that it couldn't possibly he as nice as her own.

Wingnut accidentally hurts Grumpy and Grumpy takes advantage of him.

Grumpy Bear builds a mechanical ice cream cart that produces unlimited ice cream for Amigo Bear after Grizzle destroys Amigo Bear's old ice cream cart. Unfortunately, it ends up producing too much ice cream.

Grizzle is using a device that consists of a pair of magnifying glasses to cause a heatwave in Care-a-Lot. The Thunder whales come by to bring rain, but then Grizzle scares them off. It's up to Share Bear, who's afraid of the whales to save Care-a-Lot by facing her fears and leading the whales back.

Grizzle has invented a robot named Newbie and fitted it with a badge removal ray emitter to try erasing the Care Bears' belly badges. Unfortunately, the ray doesn't remove the badges, but amplifies the negative traits of the bears. Soon, all in Care-a-Lot is in chaos and only Oopsy, who doesn't have a real belly badge and thus have not been zapped by the robot, can save the day.

Because of Funshine's helpful nature, the bears awards him with a trophy. However the trophy soon gets to his head.

After Share Bear gets into a minor accident, Funshine Bear decides to enforce safety and becomes Care-Ful bear. Unfortunately, his enforcement is spoiling everyone's fun.

Grumpy Bear is grumpier than usual as of late, and Cheer Bear tries to cheer him up.

The Care Bears run excitedly through central Care-a-Lot as Share stops to explain to Oopsy that everyone is preparing for the starshine parade. Share drags Oopsy over to where Funshine and Cheer talk to a large group from a podium. Here, Share explains that they have to pick who gets to be the starshine star, which will be the centerpiece of the biggest float. Funshine compliments Cheer for always making sure that everyone stays on task during the parade preparations. A star buddy appears with a box. Funshine draws from the box and announces that this year's starshine star will be Cheer Bear!

Oopsy finds a twinklet and tries to keep it.

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Share Bear wants to be good at a new game called Belly Ball. She's hoping it will help her out for a visit to Woohoo World, but becomes obsessed with winning a ribbon. Share stays up so late practicing that she neglects her sleep and can't play well at the game at all.

Funshine, Tenderheart, and Good Luck Bear play with a soccer ball at Cloud Hill when Grizzle sneaks up behind them. Grizzle comments that his metal suit makes annoying squeaky noises because it needs to be oiled. Funshine jumps past Grizzle while chasing the soccer ball, and accidentally launches Grizzle from the cloud. Good Luck and Tenderheart see Grizzle fly by and comments that even Grizzle must like bouncy cloud season. Bedtime Bear is snuggled into the clouds, and Good Luck and Tenderheart decide to call it a day. Funshine decides to stay on the Waterfall Cloud and play by himself. During the middle of the night, Bedtime Bear comes back and sees that Funshine is still playing. Bedtime warns Funshine that if he doesn't get some rest, he could get sick. Funshine ask for a little bit more time to play, and Bedtime leaves.

Funshine looks for a place to practice Belly Ball and happens upon Rainshine Meadows, a once beautiful place which is now in a state of despair and negligence. He tries to clean it up himself, but fails. However, thanks to his strong persistence prior to giving up, the other Care Bears soon take notice of the meadows too, and with their help, Rainshine Meadows is restored to its former state of beauty.

Oopsy laments that he feels like he needs more attention. However, when his clumsiness saves Cheer and Harmony from a falling sign, he becomes a town hero.

Oopsy accidentally destroys Grumpy's automatic jelly machine, causing Care-a-Lot to get covered in jelly. Oopsy offers to help clean it up, but Grumpy refuses. Oopsy draws a frowny face on his stomach. He then sees Cheer cleaning the jelly off of her house and ask if she would like help. Cheer also refuses, and Oopsy slumps away.

A swarm of destructive insects called "gobblebugs" have descended upon Care-a-Lot. Cheer and Oopsy save the day and chases the Gobblebugs away.

Grizzle has invented a new invention called the "Grizzle-ator," which he intends to use to turn all of Care-a-Lot into a replica of his lair. He needs, however, a bear to deliver it into Care-a-Lot without anyone suspecting what it really is. He decides to trick Oopsy into delivering it, but Oopsy keeps having oopsies with it, forcing him to make protective modifications that ultimately render it inoperable.

Oopsy accidentally destroys Grumpy's automatic jelly machine, causing Care-a-Lot to get covered in jelly. Oopsy offers to help clean it up, but Grumpy refuses. Oopsy draws a frowny face on his stomach. He then sees Cheer cleaning the jelly off of her house and ask if she would like help. Cheer also refuses, and Oopsy slumps away.

After trying out Grumpy's new "bouncy boots" invention, Tenderheart and Funshine want more ways to have fun and decide to start taking dares. At first, they just seem to be harmless fun, but they soon find that they're frightened by what they're asking each other to do. As they try to outdare each other, their tricks lead to greater and greater trouble.

The star buddies are holding a concert in Care-a-Lot. The Care Bears dance while Grizzle complains about not being able to get to sleep. The star buddies invite Harmony on stage, where she starts to sing. All the Care Bears love her song, and after she's done Cheer, Share, Love-a-Lot, and True Heart walk up on stage to congratulate her. Cheer and Harmony decide to form a band. Love-a-Lot can play drums and True Heart can play guitar, so they're invited to join. Share wants to join, but isn't good at singing or dancing, and can't play any instruments. True Heart explains that they'll need help backstage, and Share takes the job. The five bears name their band the "Care Bear Honeys." Grizzle is spying on the Care Bears from his lair, and sees that they've formed a band.

In Share's garden, her dilly daisy plant has finally bloomed. The nimbits, two cloud-like creates named Bumpity and Tweazle, arrive for a visit. Share decides to wear one of her flowers today, and leaves to show it off. Tweazle recommends that her and Bumpity create a special rain to make everyone want Share's flowers. Bumpity questions if this is a good idea, but hesitatingly agrees. Cheer compliments Share's flower as the nimbits start to rain. The rain doesn't last long, but does have an effect on Share's flower.

Grumpy is having a problem with a new machine and agrees to let his friends help. When it seems like they're just getting in his way, however, he unceremoniously tosses them out of his workshop. He instead turns to another machine, creating duplicates of himself, only to find that they're too busy arguing to help him at all. Tossed out of his own workshop, Grumpy finds himself turning to those whose help he shunned before.

Noticing how talented the Care Bears all are, Cheer decides to hold a talent show. Soon, everyone is getting together great acts, and even Grizzle puts together one, though it's all part of another scheme to take over Care-a-lot. Meanwhile, Cheer helps everyone with their acts, but has trouble coming up with a performance of her own.

Grizzle has gone and done it; he created a robot who's kicked him out of his own lair! When he tells Big Brain that caring doesn't compute, she kicks him out for caring about taking over Care-a-Lot, and his mechanized suit gets left behind. The Care Bears stare him down and then make him a new suit covered in rainbows, hearts, stars and suns. Together, they teach Grizzle about caring and he even joins in a game of hide-and-seek. Yet when they send Wingnut as an envoy to ask Big Brain to allow him back, Big Brain rejects the offer. The Care Bears don't realize that while they're busy reforming Grizzle, Big Brain is still implementing the plan to take over Care-a-Lot and make it into an extension of Grizzle's lair, but the Care Bears stop Big Brain and Big Brain is destroyed.

Cheer Bear wants to throw a surprise party for Surprise Bear.

Jake moved to a new town and is missing his old friends.

True Heart trips and is teased.

Grumpy finds a special Bumbleberry bush and refuses to share.

When Grizzle loses Mr. Beaks, he leaps to the worst conclusion—that his pal has been stolen by the Care Bears. The Care Bears don't agree with his conclusion, but agree to help anyway. Funshine and Love-a-Lot decide to play detective and are soon giving everyone in Care-a-Lot the third degree. Meanwhile, Oopsy and Grumpy work on their own plan to help Grizzle.

When Grizzle invents a "dream scheme machine," not even the Care Bears nocturnal slumberings are safe from his evil designs. At first, the device is set only to low power, but when Grizzle cranks it all the way, the Care Bears find themselves trapped in a giant nightmare world. With help from the others, Bedtime manages to resist the machine's effects. He's always dreamed of being a brave knight, but must summon real courage to try to foil Grizzle's plot.

As the Care Bears start their annual spring cleaning, Oopsy finds himself bothered by an odd problem. He's sure he's seeing duplicates of his friends. The "duplicates" turn out to be Bumpity and Tweazle, shape-shifting clouds called nimbits who weren't sure how to fit into Care-a-Lot. The Care Bears try their best to make them feel welcome.

The Care Bears have been trying to help a girl named McKenna, but find her to be a tough case. They decide to transport her to Care-a-Lot in the hope of teaching her more about sharing and caring. Once there, McKenna starts to act reformed, but secretly hatches her own plan. Then, Grizzle shows up with a new version of his Care-taker device, forcing McKenna to make a tough decision.

Harmony is unnerved when she learns that it's Surprise Day, her least favorite holiday. Though the other Care Bears all love surprising their friends and getting surprised on the holiday, Harmony feels jittery about all the unexpected things happening. When Share gives her a surprise, she lashes out and then shuts herself inside. The Care Bears work together to help her see that surprises can be fun.

The Care Bears are so busy with work that they haven't had much time for play lately. When they all politely decline Bumpity and Tweazles' invitation to join in games, Bumpity and Tweazle look for a way to speed up their work. They tamper with the Care-a-Lot clock to make it go extra-fast, but this leads to unexpected consequences.

On the walls of Love-a-Lot's house are several pictures of her and Cheer giving each other gift baskets. Share pops in Love-a-Lot's window and wishes her happy birthday. Love-a-Lot replies that she's excited to see what birthday basket Cheer is going to give her this year while listing all the things she's hoping for.

McKenna makes another appearance in Care-a-Lot. Upon arrival she helps Cheer, Harmony and Love-a-Lot with a big project. Grumpy, Funshine, and Oopsy are left out of the project making them jealous. They decide to start their own project, leaving the girls out. McKenna is caught in the middle of a veritable boys club vs. girls club forcing her to try to reconcile the two groups.

Harmony has the most lovely voice in Care-a-Lot, but when True Heart plans a big concert for Harmony to sing, all the extra attention begins to go to Harmony's head. Now True Heart must deal with an unruly and ungrateful friend, and hope to correct the misdeeds of the monster she created.

As the Care Bears sit around the campfire telling war stories, it comes to Oopsy's turn, and he cannot think of anything as good as anyone else's. Oopsy decides to tell a tale that is a bit taller than all the other care bears, telling of an encounter he had in Rainshine Meadows with a giant Gobblebug as big as he. The only problem is that the other Care Bears took him seriously. Now Oopsy has to figure out how to smooth out the mass panic and apprehension he has created.

Bedtime allows Funshine, Tenderheart, Oopsy to accomanpy him on a typical work shift, which includes helping Hugs and Tugs get to sleep and keep everyones' dreams running smoothly.

Bumpity and Tweazle try to create winter conditions to allow the Care Bears and McKenna to enjoy winter activities, but they accidentally create No Snow, an opposite form of snow that can invert one's attitude (positive to negative and vice versa).

Grizzle has created another device to steal the Care Bears belly badges and uses it on Funshine.

McKenna is taught about the joys of giving; Grizzle gives the Care Bears a gift and invites them to his lair for a larger gift; one he intends to use to trap them.

After several mishaps while preparing for a race, Oopsy believes himself to be bad luck until he receives a clover from Good Luck.

McKenna is envited to stay in Care-a-Lot for awhile, but she's not the best house guest. After trashing the homes of both Tenderheart and Love-a-Lot, they and Grumpy decide to build a house for her to help her learn the importance of respecting property.

McKenna and the other Care Bears help Grumpy get over his fear of riding a bicycle.

True Heart and Share are bored. Oopsy peddles over to show off his new Wheeligig Bell, which is a bell attacked to a unicycle. Cheer, Funshine, and Grumpy drive by in a firetruck, so the bears leave to see what's going on. The firefighting Care Bears rescue a twinklet from a tree. True Heart and Share decide they want to tell everyone about this. True Heart explains that they can add a news section to their website, so her and Share take off to be reporters.

Tenderheart gets a new pogo stick from Grumpy and insists on Funshine trying it, despite Funshine's insistence that he's not ready for it. When Funshine breaks the pogo stick, they both blame each other for the problem. While they are arguing, Grizzle uses a "Forget-Me-Ray" to whipe the Care Bears' memories. Tenderheart and Funshine have an opportunity to solve the problem, but they find it difficult to put aside their argument.

McKenna's friend Heather moved away and the Care Bears and the Thunder Whales help her feel better about Heather's absence.

As the Care Bears hold a celebration for Wingnut, Grizzle fumes over the loss of his robotic assistant who has "turned traitor." He's not sure how, but he's determined to make the Care Bears and Wingnut pay. Later on, as Share Bear is teaching Wingnut about caring, an accident happens and Wingnut is broken. The Care Bears turn to Grumpy, but it turns out that Wingnut has a very specific problem. Grumpy notices that Share is wearing a necklace that would be perfect for fixing it. Share, however, doesn't want to part with the necklace, which was given to her by the Care Bears and makes her feel special. She decides, instead, to turn to Grizzle. She feels that since Grizzle made Wingnut, he should be able to fix him. After a failed attempt to capture Share, Grizzle agrees to help fix Wingnut. The Care Bears don't realize, however, that Grizzle's help comes with a price-tag, an added device to put into motion another of his treacherous schemes.

As the Care Bears experience a rash of disappearing personal items, they receive an alert from their Care Bear Transporter. A girl on Earth named Emma is in trouble and needs their help. Her caring quotient has dropped dangerously low after her brother and his friends refused to play with her. The Care Bears decide to bring her to Care-a-Lot, in the hope they can boost her confidence by having her find their lost things. They don't know, however, that they've landed her right in the middle of one of Grizzle's evil plans. Grizzle has been stealing their items in the hopes of finding out what makes them tick. He's now set his sights on actually capturing a Care Bear and analyzing it. Note: This episode is the second of the Grizzle-ly Adventures specials, which were first featured on DVD.

When the Festival of Giving is threatened by a mysterious, powerful wind gusting through Care-A-Lot, the Care Bears become determined to find the source and assure the safe arrival of Princess Starglo, the guest of honor.