The Celestian Alliance have gone to Chichago to see Foster's Home. Lilo said, "It's good to be back in Chicago." "You got it right Lilo." "Oh great, Chicago. Where can we get some pizza?" "Iago, we're here to visit." "Master Gary" "Ooh, the carnival is in town." As they were going around the carnival, they saw a pink bear with a rainbow on her tummy. She introduced herself as, "Cheer Bear". The kids don't remember seeing a, "Cheer Bear" being on the Circus guide. Then they saw her tummy glowing. There she used her magic to cheer up a kid who dropped his ice cream. There the kid felt better. Once there, the kids learn she's a magical bear. Gary said, "Here's what we're gonna do, David, Kristen, Betty Ann, Fluttershy, Pinkie Pie, Rarity, Sparky, The Cutie Mark Crusaders, and Tucker will go to Care A Lot. Kiki, Frank, Rainbow Dash, Applejack, Lilo, Angel, Stitch, Tweety, Iago and I will stay on Earth to make sure everything is okay."
As they got to Care-A-Lot, there they met the ruler of Care-A-Lot, "Trueheart Bear" and her good friend, "Grams Bear". Thousands of years ago, Trueheart and Grams were voyage on The Equestrian sea when Darkrais cruelty caused the waves to go rapidly. There The Caring Star came and saved them. He said that Trueheart and Grams were both loyal to each other, there The Care Bears were founded. "Boring!" said Tucker "Come on Tucker, I thought it was cute." said Sweetie Belle. Then Baby Hugs and Tugs came and rode on Apple Bloom. There, The Cutie Mark Crusaders, the baby bears, and Tucker go off to have fun.
Back in Chicago, they team found The Amazing Allistair's magic show and decided to check it out. Rainbow Dash, Twilight Sparkle, and Applejack stayed outside to make no one goes crazy. Inside the show, they saw a purple experiment inside. Lilo said, "Experiment 601 a.k.a Kixx." Then Allistair Loveless came on stage. He said, "I, The Amazing Allistair will do a magic act." Darkrai told him, "Allistair, read a spell." He try to pull flowers from his sleeve, but flowers went onto him. Everyone laughed at Allistar. They used telepathy to communicate to their respective ponies. Gary told Twilight in thought that they can't go into the tent, because the kids will go crazy seeing them.
Allistair read a spell, "Pain and mean, good dreams fall. Everyone Yell, punch and be rude to all." The spell made everyone hate each other. He noticed Frank, Gary and Kiki unaffected to the spell. "Impossible," Allistair said, "you 3 are unaffected." He noticed The Harmony Rings and The Amulet of Harmony. At first he thought they weren't real. The Celestian Alliance and Kixx made an escape. Allistar vow to get The Elements of Harmony.