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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.

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.

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.

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.