The Rise of Shimmering Star

by Shimmering Star 3

After Darkage left the darkside, he now has a new vision with a new family. He is now on a mission with a caring guardian to go and rescue two pandas from professor Coldheart's castle whom the professor has scheduled to execute. PLease read and review.

This is the second part of a saga I've been working on due to the fact that I am still doing some massive editing on the first part of the story. But I figured since I have this second part complete I would post it. Please keep in my mind that this is my first story so when you read and review, please give me constructive feedback. Thank you. Now on with the story.

Disclaimer: I do not own any of the carebears or the star war elements except for this story and I reserve right for the following characters, Joaquin, Aqua bear, Lonesomeheart bear, Redemptionheart bear. and shimmeringstar.

Part 2 The Rise of Shimmering Star

Chapter 1 A new beginning

"Perfect and Polite Panda," Trueheart said as she snapped her fingers. "Yeah they belong to the carebear family. How did you know about them anyways?"

"Let's just say that Noheart had me go off to a strange beautiful land that I had never been to before to look for two panda bears." Trueheart's eyes widened in concern.

"What for? What did you do with them?" Said Trueheart alarmed placing her arms on her hips.

"After I captured them, Noheart had me ship them to Professor Coldheart's castle. I asked Noheart why. He said that when the time is right, he would make sure that each and everyone of the members of the carebears would be destroyed so that he would have nobody left to oppose him. I'm so sorry Trueheart." Said Joaquin sadly.

"Its alright Joaquin," Said Trueheart as she consoled him. "Your mind was still entertwined into the darkside at the time. I don't hold it against you," Trueheart smiled. "I also promise this won't affect our decision of keeping you as a full fledged member of our family."

"Thank you," Joaquin said. "But now I must help to rescue them!"

"Do you know where the professor's castle is now," Asked Trueheart. "Is it in his same old fortress?"

"No," He said. "Its in a newly built heavily gaurded castle. Very close to where that strange land is located."

"Well then, we'll just go and rescue the two pandas!" Said Tenderheart bear.

"I'm afraid its not going to be that easy." Said Joaquin.

"What do you mean?" Asked Tenderheart.

"That castle has a state of the art security system in place is very heavily fortified."

"We'll attack them and take it over now that your on our side!" Said Wishbear shaking her fist up into the air as she still sat on Joaquin's shoulders.

"Thanks for the vote of confidence Wishbear." Said Joaquin looking up and smiling at Wishbear. "But I'm afraid that won't plan of attack will not work," Joaquin said sharply. "Any signs of rescue will cause the death of the two pandas!"

"You mean they will kill them?" Asked Goodluck bear.

"With no hesitation." Joaquin said with a glum look upon his face.

"We have to try," Said Goodluck bear as he his eyes welled up with tears. "Otherwise they will never escape! Joaquin your the one who captured them! You must help them!" He said in desparation.

"If we try any rescue attempt and get caught, it would forfeit there lives before we could even get to them," Said Joaquin sadly. Goodluck bear now was weeping.

"There must be something we can do! What about your powers? Can't you use your powers to help them," Said Goodluck pounding and wailing uncontrollably as his paws hit on Joaquin's chest. "You have to help them!" Pounding harder with each blow into Joaquin's chest. Ignoring the pounding, Joaquin went deep into thought again holding onto his chin with one hand.

"You know, I think I might know of a way!" Said Darkage as Goodluck stopped pounding on Joaquin's chest and now looked up at him.

"You know of a way? Tell me how?" The green bear said pleading with tears.

"Come with me, all of you." Commanded Joaquin as he gently placed Wishbear down to the ground.

After walking from the chamber into Joaquin's room, the room was very dimly lit. There was a bed, a black dresser which contained cob webs all around it, and it looked like the room hadn't been dusted for years. However, everything was put away in its place with nothing out. There was also a computer on a desk in corner of the room. Joaquin turned on the space aged computer that looked far advanced beyond any computer at that time. It looked like something as far as advanced as the star wars technology that president Reagen had envisioned.

"What's that and how is this going to help us?" Demanded Goodluck bear.

"Calm down Goodluck and I'll tell you. Jeez, you act like someone just kidnapped your best friend." Answered Joaquin.

"Its your fault that there captured you idiot!" Said Goodluck bear.

"Goodluck." Said Trueheart sharply crossing her arms.

"I'm sorry Joaquin," Apologized Goodluck bear. "Its just that I am so worried about them."

"We all are." Said Wishbear consoling her unlucky friend.

"But you don't understand," He shouted. "Those two panda's mean more to me than you think!"

"What do you mean?" Asked Joaquin with curiousity.

"You mean one of them Goodluck." Giggled Swiftheart rabbit.

"One of them?" Said Joaquin puzzled.

"He's in love." Said Swiftheart.

"Be quiet you meddling rabbit!" He said as he blushed a bright red all over his body.

"Its true. Just ask Tenderheart." Said the rabbit.

"Enough of that!" Said Goodluck still blushing a bright red as he chased Swiftheart around the room.

"That's enough you two," Shouted Braveheart Lion. "Now be quiet and be still or we will never help the pandas." Both conceded and sat down together on Joaquin's bed.

"Now tell us Joaquin. What did you want to show us?" Asked Nobleheart horse.

"This," He said as he pointed to the computer screen. "Computer, activate and find the locations of the two panda bears!"

"Give me the password or else!" Threatened the computer manlike voice.

"Darkage code 3838," Joaquin shouted. "I hate that name!" He muttered. All of the carebears laughed in amusement.

"Would you like a new name? How about saber man, or double edge?" Joked Funshine bear.

"Or how about we just name you sunny boy?" Said Joaquin with a smirk on his face as Funshine now looked a little steamed.

"That's funny!" Shouted Playfulheart monkey as the carebears laughed in amusement.

"Hey, I'm the one who's suppose to come up with the jokes around here!" Grumped Funshine bear as she now crossed both of her arms.

"Hey, I got it," Said Wishbear. "Since his old name used to be Darkage. How about we call him New Age since we are dawning on a new era in our family?"

"Nahh," Said Joaquin. "New Age reminds me too much of my old name. My new name should completely break apart from my old name. I know. How about Shimmeringstar?" Trueheart consulted with Nobleheart on this and turned and faced Joaquin and gave her approval.

"Shimmeringstar it is!" Conceded Trueheart.

"Acknowledged! Access granted!" The computer startled everyone. Grumpy bear jumped fifteen feet up into the air and landed on Funshine's head.

"Now find the location of the two panda bears," Commanded Joaquin. "No this screen is not big enough for everybody to see this. Computer set up the movie screen!"

"Affirmitive!" A huge black projection screen which was 57 inches wide and 30inches in length came down and lowered to the mid height section of the room which was just above Joaquin's bed. Goodluck bear and Swiftheart rabbit jumped off of the bed. The screen turned on and a image materialized. It was a overhead view of a huge light iced blue castle. In the tower to the right stood one guard standing watch.

"Zoom in and find the location of the two pandas," Commanded Darkage. The computer screen focused in on the middle part of the tower. There stood a blue man, a woman, and a short fat one. They stood there conversating.

"There's Professor Coldheart," Shouted Tenderheart bear with his paw clinched. "How did he get there so fast?"

"SHHH," Said Joaquin. "Computer, activate the audio speakers on that castle."

"Affirmitive!" Then sound began coming through from all around the room.

"That traitor! We would of had the carebear family destroyed if it wasn't for him!" Said Coldheart shaking his fist angrily.

"At least we got away." Said Frostbite.

"But you won't get away from this!" Shouted Coldheart as he pointed his right index finger at him and freezed him completely solid with the beam that struck him.

"Your right about that one honey! He's a frozen entree at the moment." Said Auntie Freeze as she laughed with the professor.

"I feel a little better I guess," Said the Professor. "But what I really want to do is get back at Darkage for what he did to us!"

"But how, he left the dark side and has now acquired new powers!" Said Auntiefreeze as everyone looked at Wishbear who now crossed her arms closing her eyes looking very proud of herself. "Thanks to Wishbear, he has no weaknesses!"

"You overestimate him my dear. Haven't you felt a shift take place in the force?" He said.

"No." She said.

"Calm your mind and focus on the power of the darkside!" She closed her eyes and focused.

"Yes, there has been a considerable shift! But that's impossible! Just because Darkage left the Darkside there should have only been a minor shift in the balance of the force. Why is there a much more considerable amount of the force on the other side where the caring gaurdians preside?"

"I do not know my dearest. But I do know how we can get our revenge! He'll be coming here!"

"How do you know this?"

"I saw it in a vision. Anyway's before he gets here we must kill those miserable pandas now that they serve no further purpose."

"No. Please don't kill them!" Shouted Goodluckbear.

"Shhh," Said Joaquin. "We need to hear this!" Goodluck bear immediately stopped commenting back at the screen.

"When will you kill them and how?"

"By the guillottine they will die together at 1200 hours! One hour from now! Mohahahaha!" The transmission was now giving out. kk--kkk--kkkkkkkkkkkkk.

"Noooo," Shouted Goodluck bear with a tear in his eye. "We have to stop them!"

"And stop them we shall," Said Joaquin. "Wishbear can't you just wish them here?"

"No," Said Wishbear shaking her head side to side. "Twinkers can only make wishes come true near any person."

"In that case, I have another plan," Everyone looked to Joaquin in hope. "Can you wish me there?"

"Yes," Said Wishbear. "I could wish us all there!"

"I'm afraid that won't work," Said Joaquin. "The moment that all of you would show up there, the sooner we would be detected! I Suggest I go alone."

"I don't approve of this plan," Said Trueheart bear placing both of her hands on her hips. "Even with all of your abilities, what makes you think you can do this alone?"

"I know the castle inside and out, I know about there caring radars, and I also know exactly where they are located!"

"You've been there?" Asked Wishbear.

"Yes. I used to train there all the time."

"What are caring radars?" Asked Nobleheart horse.

"They are annoying little devices that detect any love and caring or anyone not on the darkside of the force.

"But how can you get by those devices since you left the darkside?" Asked Lonesomeheart bear.

"Let's just say that being on the dark side I learned how to shield my feelings and mask them by improving."

"The detectors will still pick you up!" Argued Lonesomeheart Bear.

"Oh no it won't," Said Joaquin. "I know the limitations of those alarms. Also I discovered by using magic I could create a magical dark force field around my body which would hide my true feelings of love and caring."

"Are you saying that your going back to the dark side?" Asked Aqua bear alarmed.

"No silly. I can imitate the dark side by sending out a signal of magic imitating the dark side to shield me while I am in there."

"How long can you keep that up for?" Asked Wishbear.

"For a hour or two." Said Joaquin. :But if this mission is to have success, I must go alone!" Trueheart bear sighed deeply while all of the other carebears murmured of the idea of Joaquin going on his own.

"Quiet everyone," Said Trueheart gently. "Joaquin, I know that you want to make up for your mistake. But even after you get to the pandas. How will you convince them to come with you?"

"I'll just have to talk with them," Responded Joaquin to Trueheart shrugging his shoulders not sounding at all convincing. "And tell them the truth of everything that happened and that I'm now on there side."

"I don't think that'll work," Said Trueheart bear. "One of us should go along with you." She said as she looked up at Joaquin determined not to let him go alone.

"I'm sorry Trueheart," Said Joaquin. "But that would only slow me down as well as running up the risk of getting caught. Besides, since I'm the one who captured them, it should be me to rescue them. I don't want to run the risk of losing anymore of you." He said protectively.

"Neither do we want to lose you!" Argued Trueheart as she put her hands protectively around waste. Joaquin sighed deeply. "We don't want to lose you either. Please take one of us with you!" Said Trueheart looking up with concern into Joaquin's eyes.

"I promise I will come back to you," Trueheart's eyes only got a little more intense as she now looked at Joaquin's eyes more closely."I understand your concern for me, but I must do this alone." Said Joaquin as he kneeled down to face Trueheart.

"I'm sorry Joaquin. But were not letting you go alone! We care about you way too much," Said Trueheart bear as she now gently caressed his shoulders. "I know, why don't you take one of our two caring guardians along with you?" Asked Trueheart. Joaquin looked at the two caring guardians of Aqua bear and Lonesomeheart bear who now stood side by side. "I'm sure they could help you." After a brief silence had passed, Joaquin spoke up.

"Your probably right. But they also run the risk of getting us caught."

"Not if I go with you!" Said Aqua bear.

"What do you think you can do that could help increase our chances?" Asked Joaquin.

"I have the ability to use magic just like yourself in case you have forgotten," Said Aqua with a hint of playful sarcasm while smiling at Joaquin. "If you showed me how to cast that spell that your talking about, I'm sure I could replicate it so that we both could be shielded while we go on this recon mission together!"

"I hadn't thought of that," Said Joaquin in deep thought. "If you go with me though, you must follow my lead while we are in there."

"Always trying to play the leader huh?" Said the marine colored bear folding his arms over his chest.

"Sorry Aqua bear. Its just that I know the inside of that castle inside and out and..."

"And blah blah blah! When are you going to learn that we work together around here? Not apart," Said Aqua bear. "As equals we work together. Even though I'm the only member of the carebear family that knows how to use magic, that does not make me any better than any of the others in this family."

"I didn't say that I was better that any of you!" Argued Joaquin.

"But you did insinuate it!" Said Aqua bear.

"Oh whatever. This arguing is getting us nowhere fast," Said Joaquin.

"I agree. So the sooner that you work as a team player and being such a sour puss, the sooner that we can get this mission started!" Joaquin rolled his eyes at Aqua bear. "So can you please show me how to cast this spell that your talking about?" Pleaded Aqua bear cutely and politely as he cocked his head to one side.

"ALRIGHT!" Said Joaquin conceding. "Although I still want to go alone, I will work together with you Aqua bear. I'll show you that spell before we have to go!" All of the carebears and their cousins cheered loudly.

"Please be careful. Please comeback to us!" Said Trueheart's look of concern fell into Joaquin's eyes.

"I promise I will come back to you," Said Joaquin reassured her. Trueheart embraced Joaquin with a firm hug. "Before you go, let me give you this," Trueheart gave Joaquin a small red heart shaped device that had a speaker and two buttons on it. "This is a carebear communicator with a homing signal on it so no matter where you go, we can see where your at on our caring radar."

"That's neat!" Said Joaquin sounding impressed.

"That's not all it can do," Said Trueheart smiling. "You can also contact us with this. Please report to us once every fifteen minutes so we can check on your progress."

"I will." Said Joaquin.

"I just wish we all could go with you." Said Trueheart bear. Joaquin looked directly at Trueheart's eyes.

"I will make it," Said Joaquin. "Besides, you need someone to protect you from the crazies." Trueheart smiled at Joaquin gently placing her hand on his knee as he now stood standing.

"You mean will make it!" Corrected Aqua bear.

"Must you always be so argumentative?" Asked Joaquin now looking very annoyed. "Anyways, time to show you that spell." Joaquin showed him the basics of how the spell worked. Aqua bear learned it rather quickly the first time Joaquin showed him. Now that they were both prepared, Trueheart turned and faced Wishbear.

"Okay. Wishbear do your stuff." Said Trueheart.

"I wish that Joaquin was."

"Wait," Said Joaquin with one arm raised. "I need to grab a few things to prepare." Joaquin found a orange back pack and packed some small items into it.

"What's this?" Said Wishbear as she picked up a grey metallic square device and pressed the red button on it. It made a clicking noise with an unknown language on the digital screen. "Oh oh." She said.

"Wishbear, give me that," Joaquin said. Wishbear was so nervous though that she dropped it onto the bed. Joaquin immediately dashed and jumped after it. Once he got a hold of it, he clicked it several times in a rhythm like manner that turned it off. "Be careful Wishbear. If you would have let that continue to go you all would have died!" Joaquin yelled.

"I'm sorry." Said Wishbear looking sad. "I didn't mean to." Joaquin took a deep breath and gently hugged Wishbear.

"I know you didn't mean to." Joaquin said as he consoled her close to his chest. "But I care for your safety and everyone else's here. I don't want anything bad to happen to any of you. You are my only family that I have left." Joaquin let Wishbear go and packed the device he just shut off into the back pack. "Okay. computer, show me the map grid." The computer did not respond by a voice this time. It simply obeyed and displayed a map of the world. "Zoom into the mountains of that island!" It did so. "Trueheart, here is the location of the castle. Get there as soon as you can to pick us up. Can you be there at twelve hundred hours?"

"Yes." Answered Trueheart. "Look to the sky for our flying boat."

"I will Trueheart. I'll keep in touch. Wish me there Wishbear!"

"Um, don't you mean we?" Corrected Aqua bear as he now stood by Joaquin's side. All of the carebears laughed at Joaquin's reaction of angst as Wishbear continued the wish.

"I wish."

"Wait!" Said Goodluck bear. "Joaquin and Aqua bear, I wish you both luck!"

"Thanks." Said Joaquin.

"Go gettem!" Cheered Cheer bear.

"You can do it!" Shouted Tenderheart bear.

"Please continue Wishbear." Said Joaquin.

"I wish Joaquin and Aqua bear were at Coldheart's newly built castle!" Twinkers made circles around Joaquin and Aqua bear. Aqua bear now firmly placed his arm around Joaquin's waste as he was only three feet tall compared to Joaquin's 5'8" size. Joaquin did not respond back to Aqua bear as he still clearly was very annoyed at this turn of events. However, he gave the carebears a thumbs up with his right hand before he disappeared form there presence.

Chapter 2 The mission

Meantime at Professors Coldheart's castle, Coldheart was preparing for Joaquin's arrival unbeknowest to him that he was coming there in a unexpected way!

"These beasts I will create will help add to our security of victory over Joaquin!" Grinned Coldheart. "Its time! Demons of the ice, rise up!" As he lifted both hands above his head with his hands glowing a bright light blue.

"Nothing happened!" Commented Frostbite.

"It didn't work!" Whined Antifreeze. Coldheart did not respond. Then the ground shook!

"AHHH! What's happening?"

"Were gonna die!" Said Frostbite as he fell to his belly. Then just as fast as it started, it stopped. Coldheart lowered his arms and crossed them over his chest. "Where are they?"

"Quiet you fool!" Frostbite shuttered at the professors correction.

"Wraaaah! baaah!" Unknown audible voices were heard from the ground.

"What's that?" Said Frostbite.

"My demons are rising!" Then from out of the snow on top of the castle several egged shaped objects rose from the ground until these creatures broke the snow shell that covered them. Ice shaped creatures with short hands and feet that were no bigger than three feet tall appeared from the eggs.

"Waaaa! Baaaaah! Who dares summons the ice demons of the dark?" Frostbite and Auntie Freeze quickly ran behind Coldheart. "Tell us or you all will go into the deep freeze!"

"It is I professor Coldheart who has summoned you!" Said Coldheart showing them no fear. "I am your new master and I have a daunting task for all of you!"

"What is thy bidding oh ice King?" Said the tallest of the bunch who stood at an even four feet.

"Spread out around the castle and find Darkage! He looks like this!" Coldheart formed a iced image from the snow using his magic that made a imperfect form of Darkage's face only. "When you find him you are to bring him to me alive!"

"It will be done my lord." Said the tallest of the ice demons. "SPREAD OUT YOU IDIOTS AND FIND HIM!" They all moved sluggish at first but moved more lively as they dispersed in random directions around the castle.

"Oh yes Darkage! Victory will be mine! Mohahahahahahaha. Mohahahohhajajoo!" He laughed evilly.

Meanwhile, at one of the towers something was shimmering on the edge of the tower well away from Coldheart. Joaquin and Aqua bear appeared in mid air by the tower.

"AAAAH!" They both screamed as Joaquin grasped the tower with one hand while Aqua bear managed to grab around Joaquin's waste as gravity took over. "Next time I need to ask Wishbear to form me in a safer location."

"Don't you mean we?" Corrected Aqua bear. Joaquin had no time to react as his hand slipped and lost his grip. "AHHHH!" They both screamed. Joaquin and Aqua bear both had separated from this point while falling to the ground. Joaquin immediately tucked his knees to his chest and flipped forward going round and round. Aqua bear stared with his tummy symbol and aimed straight for the ground which slowed him down at half the speed he was falling. As Joaquin saw the ground coming up from underneath, he straightened up his body in a straight line with hands facing forward. "HA!" A bright white light formed from his hands and went firing straight down into the hardened snow. This slowed him down to half the speed he was falling. He punched into the ground with both hands and fell on his back, hit the side of a wall and flopped down onto his stomach. Aqua bear hit the ground going into a deep snow bank. "That wasn't too bad."He said in relief as he stood up.

"Not too bad? That was terrible!" Argued Aqua bear. "That bear's wishes always get's me into these awckward situations!" He said as he shook the snow off from his fur with his hands. Joaquin looked at him a little angered but let it go as he focused on what was more important.

"Now, time to find the pandas! Oh oh, almost forgot!" Joaquin closed his eyes and clutched his fists then opened his eyes and shouted. "Dark Shield!" A black shield now shimmered around him then disappeared from sight. "That should protect my ora from those pesky security radars!" He said aloud. "Time too find that secret opening!" He began looking outside of the wall of the castle until he found his way around a corner but stopped abruptly. "Woa!" As Joaquin put his back against the wall in the corner where he stood, he peeked over checking out the situation. He saw iced creatures not more than three feet tall walking around guarding the castle. 'Darn it! There blocking my path that leads directly inside the castle.' He thought to himself.

"Hello? Did you forget someone?" Grumped Aqua bear placing his hands on his waste.

"SSHH!" Said Joaquin as he grabbed the bear and lifted him up and placed one of his hands over his muzzle. "Now pay attention and listen!" Joaquin let go of Aqua bear and dropped him to the ground and peered around the corner. As he was about to get up and protest, he heard someone speaking.

"We must find this Darkage that the professor ordered us too grab." Said one ice demon.

"Let's spread out and find him so that we can return to our state of slumber." Said another iced demon.

"But do not harm him!" Shouted the first iced demon. "Or we will never return to our state of slumber!" They all slowly spread out. 'So, Coldheart must be already expecting me!' He thought to himself.

"Who are they," Whispered Aqua bear as he came up to Joaquin's side. "Hey! Someones coming!" Joaquin grabbed the bear and firmly placed his hand over Aqua's muzzle. As they now stood still leaning against the wall, Joaquin anticipated his next move. Sure enough, one of the ice creatures stood right in front of Joaquin and Aqua bear with his back facing him.

"See anything?" Asked the creature that stood in front of Joaquin.

"Negative." He responded.

"Let's move on. Maybe if we move further away from the castle will have a better chance of finding him."

"Agreed." He concurred as they marched out. 'I don't have much time. I must hurry'. He thought as he looked at the heart shaped radio that displayed the time which read 11:05. 'Coast is clear. Time to go!' He dropped Aqua bear to the ground again.

"Aqua bear, you could have gotten us both caught. If you want to help me you are going to have to learn to keep up!" Said Joaquin.

"Its not all my fault!" Argued Aqua bear as he got to his feet dusting the snow off from his fur once again. "If you would at least talk and communicate to me what's going on instead of always forgetting about me we could work together!"

"And what's worse, I'm surprised the radars didn't pick up your warm feelings!" Joaquin said scolding Aqua bear. "You never would have made it this far undetected if it wasn't for me!" Aqua bear lowered his head looking sad. Joaquin was about to scold him more but stopped himself as he knew this caring guardian must be young and inexperienced. So he softened up his next few words. "But, if are willing to learn from me and stay close, I think you'll be able to help me rescue those pandas yet." Aqua bear looked up to Joaquin with hope smiling.

"What's my first step?" Asked Aqua bear.

"Activate the shield with the spell I taught you."

Aqua bear raised his hands and shouted softly, "Dark Shield!" A black shield formed around him and then disappeared. "Now what?"

"Now come, I know of a secret entrance to get inside the castle." Joaquin sprinted towards some invisible markings on the walls with Aqua bear following behind him. "It must be around here somewhere. oh there it is!" He pushed against a square block on the wall, revealing a secret passage way with a narrow opening. "Come on Aqua bear we don't have all day!" Aqua bear smiled at him and went in with him. He looked behind him making sure he was not being followed as he entered into the secret passage.

Meanwhile, the carebears just reached Carelot and were preparing there cloud like boat (Or whatever that contraption is) in hopes to rescue the pandas and there most newly acquired member of there family; Joaquin or Shimmeringstar. Wishbear and Tenderheart were loading up some supplies as they worked together quietly.

"I hope they make it alright." Said Wishbear with concern.

"I hope so to," Said Tenderheart bear. "It would be a pity if he they were not too make it." Wishbear glanced at Tenderheart angrily. "Just kidding Wish bear," He smiled innocently. "He'll make it." Wishbear's face unhardened back into a gentle smile.

"You think he'll make it?" She inquired.

"If he can take on the entire carebear family by himself and beat us in battle just with the powers he had before you wished him new powers, there is no way that he can lose!" He shouted with a smile. Wishbear couldn't help but smile back.

"Your probably right. He is very resourceful. I just wish that we were with."

"ah oo, " He interrupted. "You must be careful what you wish for, Remember what happened the last time when you weren't careful with your wishing and the kind of trouble you got us into?"

"Yes. I just wish, desire that we could be with him right now."

"Don't worry you'll see him again." Said Tenderheart bear consoling his friend.

"But we won't see him again if we don't speed it up." Said a orange lion carrying alot of random stuff. On that note, Wishbear sped up her pace.

Chapter 3 Coldheart's castle

In the meantime, Joaquin and Aqua bear were now deep inside below the castle where Joaquin knew the two pandas would be. He snuck stealthily along the darkened walls taking each corner as if they contained one hundred men waiting for him. 'So far so good.' He thought to himself. 'It seems like nobody is here on this level, maybe I should make contact with Trueheart and the others.' He stopped at a darkly shaded corner of the castle and reached and grabbed the red heart shaped communication device and pushed the button that opened the channel.

'That sounds like a great idea!'

"Who said that?" Joaquin said out loud.

'Quiet! We don't want to get caught remember?' Then Joaquin recognized that it was Aqua bear who was now speaking to him telepathically.

'How did you do that?' Joaquin said in his mind.

'Just like yourself not only can I probe other people's minds, I can also hear their exact thoughts and I can also speak to you without using any sounds!'

'Hey, here I thought all along you would just slow me down and here I discover you can help me after all!' Teased Joaquin.

'And here I thought you would never learn to become a team player and yet you now have proven to me you can be a good partner to work with!' Joaquin smiled at the bear and activated his caring communicator.

"Joaquin to Trueheart. Come in Trueheart." 'I feel like I'm under cover or something.' "Are you there?"

Back in Carelot, Trueheart and Nobleheart were working quietly together until they saw Bright heart racoon dashing towards them.

"TRUEHEART!" Shouted the raccoon short of breath.

"What is it Brightheart?" She responded.

"Its Darkage, I mean Joaquin. He's made contact and wants to talk with you!" Trueheart breathed a sigh of relief as she grabbed the red heart shaped communicator from the racoon.

"Trueheart here." She answered.

"Its me Joaquin. I'm just reporting in like you asked."

"Where are you? Are you okay?"

"I'm fine. Please, don't worry about me. I'm in the basement of the castle."

"Have you found the pandas?"

"Not yet," He said, his voice accompanied by static. "However, I believe I'm on the same floor where they are being held."

"Be careful Joaquin. It may be a trap." Trueheart said looking a little paranoid.

"He's already expecting me here for some reason."

"How do you know?"

"I overheard some of his ice demons that said Coldheart was expecting me. But either way, I must save those pandas before its too late," He said with urgency. "Oh oh, someone's coming. Gotta go. Joaquin out."

"Joaquin. Joaquin!" She screamed.

Joaquin and Aquabear hid more deeply into the dimly lit corner from which he had contacted Trueheart from. He heard foot steps lightly tapping but when he took a look, no one was there.

'I must be paranoid or being up for the last forty eight hours is making me crazy!' He thought to himself.

'Your going crazy!' Commented Aqua bear.

'Shut up,' Said Joaquin annoyed. 'Time for us to find the pandas,' As they began to move stealthily down the halls, he heard the same footsteps again. 'Must be my imagination.' For once, Aqua bear did not respond. They continued ignoring the foot steps easily outpacing the moving foot steps quickly and deftly.

"Help! Somebody please help us!" Pleaded a desprate voice.

"No one can help you!" Shouted a slow nazal voice. "Since you escaped, your going into the deep freeze. hahaha!" Joaquin moved even more quickly to see what was going on.

"Stare!" Said a girls voice. 'Could it be?' Joaquin thought.

'Let's find out!' Shouted Aqua bear into Joaquin's mind.

"Resistance is futile!" Said the aggressor. Joaquin and Aqua bear just arrived at the scene hidden behind a corner where the action was taking place. They both peered around the corner and saw the two pandas. They also saw Frostbite with a green hose aimed at the cornered pandas which had a huge machine behind it which looked to be filled with snow.

"Please let us go," Pleaded the female panda.

'Its them! But how did they escape? No matter, I must help them!' Thought Joaquin

'You mean we must help them.' Corrected Aqua bear gently. 'So what's the plan of attack?'

'Just follow my lead.' Instructed Joaquin to the caring guardian.

'I was afraid you'd say that.' Said Aqua bear shaking his head form side to side.

"You will never leave this place!" Said Frostbite as he turned his machine on. Joaquin came out of his place of hiding and...

"Kashikakayha!" Shouted Joaquin.

"What," He shouted. Too late, the energy blast hit Frostbite's hands knocking the hose away from his hands. "Darkage! I'll get you!" Frostbite made a desparate attempt for his hose. Joaquin stretched out his hand using the heart and knocked him backwards away from the hose. "ummph." He said as he came crashing down.

"Run Perfect! Its Darkage!" Said Polite Panda with great fear.

"Wait Pandas!" Shouted Joaquin. But to no avail as they continued to run right past him. 'Aqua bear, go after the pandas!"

"I'll get you for this Joaquin when I tell the Professor that you are here!" Said Frostbite as he retreated.

"Oh no you don't." Said Joaquin as he chased after him. Frostbite ran towards a three way corridor which he went straight. Joaquin followed. Frostbite slowed down thinking that he lost his enemy until.

"Got you!" Said Joaquin as he grabbed and picked up the fat little man with one hand then struck him on the side of his temple knocking him out. "That should buy me enough time. Now time to check back with Aqua bear and the two pandas."

In the meantime, in Carelot the carebears now had everything ready and were now taking off.

"Cast off!" Shouted Tenderheart bear. The ship took off into the sky high above Carelot. "Next stop, Professor Coldheart's castle."

"Don't worry Polite. Will save you!" Whispered Goodluck bear out loud with a determined look on his face.

Chapter 4 Perfect and Polite's plight

The two pandas were now resting after they lost Darkage.

"Do you think we lost him?" Said Polite Panda breathing heavily.

"Yes. He's gone." Reassured Perfect Panda who also breathed heavily.

"Oh Perfect, will we ever get out of here?"

"I hope so. So that we can get back to everything that was precious and dear." Then they both heard slow foot steps coming towards them.

"Who's there?" Shouted Polite.

"Shhh!" Said Perfect as he covered her mouth with his paw. The foot steps sounded louder and louder with each step being taken a little quicker than the one before. Polite wanted to scream with panic. Perfect also quivered in fear but he managed to wrestle down his fears and focused on what to do. Then, there was no foot steps heard. Perfect slowly removed his paw from Polite's mouth and peered out. It was clear.

"Let's go." Perfect whispered. Polite nodded as she stepped forward grabbing his hand. They quietly walked towards the center of the room towards the hall which they had no idea where it would lead.

"Lousy pandas, now I have you!" Polite clutched her partners hands even tighter than before.

"Who are you? Where are you?" Perfect tried to sound brave as he asked. Then right beside them, a smoke screen appeared. When it was clear, there stood none other than Antifreeze herself. Polite screamed in terror.

"Now its time to get get you ready for your executions," She said heartlessly. Perfect Panda hardened his face in anger. "Let's go. We don't have all day," She reached out with one finger pointed right at them. Then a blue ice ray began to appear. "Time to freeze you both!"

"Why? Why do you want to kill us?" Asked Polite with a tear running down her smooth fur.

"Because your a carebear. You and the carebear family have always stood in our way of complete domination of a heartless world which we want to rule over." She fired at the back pedaling pandas. Perfect turned away and closed his eyes. Boom. Perfect didn't feel anything. But he wondered why he still felt warm. He opened his eyes and saw a marine colored bear blocking the attack with a marine colored blue single edged saber. She stopped blasting and her eyes widened with surprise. "You? We should have destroyed you and your sister when we had the chance!"

"As long as the carebear family is alive and well, you'll never win!" Shouted Aqua bear as he continued to protect the two pandas from Antifreeze.

"Don't be too sure my little dolphin friend! While your here, I think you'll be joining them! Mohahahaha!" She intensified the blast at the caring guardian. But Aqua bear stood his ground although he felt his paws beginning to go numb.

'Joaquin! I sure could use your help right now!' He said as sweat now poured from the top of his head and trickled down into his eyes. Then as if in that instant, his wish came true as he heard a all too familiar voice.

"Koshika..."

"Shimmeringstar!" Said Aqua bear out loud as he opened his eyes still blocking Antifreeze's ray.

"Kayha!" A blast hit Antifreeze from her left side knocking her to the ground. She quickly stood up to her feet looking around from where the blast had come from.

"Who fired at me? Who," Shouted the ice sorceress. Then Joaquin came out of a dark corridor coming into the lightly lit center of the iced chamber. "Darkage? You should have been finished off by those meddlinig carebears!"

"Thanks too them I'm alive!" Said Joaquin. "Also my name is no longer Darkage. You can call me Shimmeringstar or Joaquin."

"You left the Darkside? But why? You were so powerful!"

"Thanks to Wishbears wish, I'm even more powerful now!"

"Regardless, you must let me capture those pandas. Now step aside!"

"Never. There the reason why I'm even here."

"So, you've come to rescue them! You'll never succeed!" Her eyes emanated a white bluish color then fired two beams at Joaquin. Joaquin reached for his saber but realized it was too late as the blast came charging in at him. But, Aqua bear ran in front of Joaquin and raised his hands and uttered a few words. Then he brought down his hands stretching them down in front of him. Auntifreeze's ray hit the bear's hands but instead of freezing the bear, he deflected the ray right back at her. Auntifreeze attempted to jump out of the way, but her own ray got a hold of her left foot.

"No," She said falling to the ground.

"Nice work Aqua bear," Praised Joaquin. "I didn't know you could block ice attacks. How did you do that?"

"Just like you I have my own abilities," Said Aqua bear. "Also a good fighter never reveals his secrets unless they get something in return for there secret."

"If I show you some of the abilities that I have, will you show me how to block those ice attacks?" Inquired Joaquin.

"Yes. But please attend to the two pandas." Instructed Aqua bear. Antifreeze's attempted to get back up but found that she could only lean her weight on her right foot. Joaquin seeing this walked towards the two pandas. "Come back here! We are not finished here," Joaquin turned his back towards her ignoring her. "I'll get you and your two little pandas two along with that meddling caring guardian!" Joaquin leaned down to one knee to where the pandas stood and offered his right hand.

"I have come to rescue you!"

Chapter 5 The panda's meet their rescuers

"Run Polite!" They both scattered quickly one on Joaquin's left and one to his right.

"Whoa hold it!" He said as he spread both of his arms out. He caught them both one in each arm and locked them in. "I am here to help here. Please, listen to me." Joaquin tried to reason with them.

"Let us go! Please. We just want to go home!" Said Perfect Panda.

"Let us go!" Demanded Polite Panda.

"Calm down please! I'm not going to hurt you! I'm here to rescue you!" They both stopped kicking there limbs. He gently put them both down in front of him and released them both.

"If your here to help us, how come you captured us and brought us here?" Said a angry Polite Panda.

"Because I worked for Noheart and was consumed on the darkside with this evil thing called the force."

"How do we know that you still don't work for Noheart now?" Demanded Perfect Panda.

"Would I be working with another carebear to rescue you from her if I still worked for Noheart?" He said as both pandas both turned and took a quick look at Antifreeze who was having trouble walking. Then they both turned towards Joaquin.

"We don't know who that bear is!" Said Perfect pointing at Aqua bear who now stood beside Joaquin. "Who are you and what's that weapon that you have?"

"I am Aqua bear." He answered as he bowed. "A member and a caring guardian of the carebear family. You two must be the two pandas we are looking for." Said Aqua bear.

"What's a caring guardian?" Asked Polite panda.

"A caring guardian is a warrior who protects the innocent. We would never intentionally hurt anyone unless they intended to hurt others or our family and friends."

"Like Darkage!" Shouted Polite panda with panic.

"Calm down." Said Joaquin. I already told you that I wasn't here to hurt you and I have not hurt you. Like I said before, I am here to help you."

"How do we know that we can trust you?" Asked Perfect locking eyes with Joaquin.

"Three reasons. One, I no longer work for Noheart. Two, the dark side no longer presides in me. And Three, I am now your newest member of the carebear family." He answered.

"How can you prove that? For all we know you could only be trying to deceive us!" Said Perfect panda.

"I'll get you!" Shouted Antifreeze shaking her fist.

"We better leave here now!" Advised Joaquin.

"I still don't trust you." Said Perfect pointedly.

"Would you rather take your chances wondering helplessly lost in this castle? Or would you rather go with someone who knows how to get around it?" Perfect looked at Antifreeze and right back at Joaquin.

"Alright! Will go with you," Said Perfect throwing his arms up. " But if your lying, I won't ever trust another thing that comes out of your mouth."

"Jump on to my back pandas," They both did as he asked. "Now hang on!" After that, all four of them were off to the races with Joaquin leading in front of Aqua bear.

In the meantime, all of the carebears were dead silent as they hoped for the best but expected the worst. Trueheart and Wishbear stood right next to each other leaning against one side of the flying boat.

"Any word from Joaquin?" Asked Wishbear.

"No. Just what I told all of you before," Answered Trueheart sadly. "You have to be positive and think they will make it."

"Yeah Wish bear." Said A white and purple bear with a cross as her tummy symbol. "Have a little faith in our new friend."

"But its so hard not knowing whether or not there going to be alright Redemptionheart bear." Said Wishbear looking worried.

"Were all worried." Concurred Nobleheart Horse. "But there is nothing we can do but prey and hope that they will make it out alright." Wishbear nodded in compliance. 'Please be alright Joaquin! You to Perfect and Polite."

After Joaquin and Aqua bear stopped running up several stairs for several minutes without stopping, Joaquin placed the Pandas down and took a quick breather.

"This should be safe," He said as he recovered his breath. "Are you two okay?

"Yes. Were both fine." Answered Polite Panda. "But you say you are now a member of our carebear family?"

"Yes." He answered directly.

"That's hard to believe!" Said Perfect doubtfully. Joaquin sighed deeply clearly annoyed.

"He is a member of the carebears family," Said Aqua bear standing up for Joaquin. "I witnessed Trueheart herself declare it!" Perfect and Polite both crossed their arms in disbelief.

"Here," Joaquin said impatiently. "I can prove it!" He reached into his right pocket and showed them both the red heart shaped device that the carebears had given him.

"What's that?" Asked Perfect unimpressed.

"Its a caring communicator," He responded. "With this, I can contact the carebears."

"You can?" Said Polite excited. "Can we talk to them now?"

"Um.?"

"Please?" She pleaded cutely.

"You know what? Its about time I got back in contact with them anyways." Said Joaquin as he rolled his eyes slightly smiling.

"Yeah!" She said as she hugged Joaquin. "Thank you."

"Are all you carebears always this affectionate?"

"Mostly!" She said as she smiled at Joaquin who just turned on the caring communicator.

"Trueheart this is Joaquin. Come in please," Joaquin waited a moment. "Looks like there still busy preparing for the trip."

"Trueheart here. Joaquin is that you? Please report."

"Yes its me. Me and my partner Aqua bear also have the the two pandas here with me." Joaquin heard a bunch of cheering on the other side. Polite and Perfect both stood amazed as they now knew beyond a doubt that it was the carebear family.

"Can you please put them on?" Asked Trueheart bear.

"Sure thing Trueheart!" He said as he handed the communicator over to Polite Panda.

"Hello carebears." Said Perfect Panda.

"Are you two okay?" Asked Trueheart bear,

"Yes. But I have one question. Is Joaquin a new member of our family?" Asked Polite Panda.

"Yes. But we still haven't had the official ceremony to make him a member yet. But he will be an official member before the day is over," Perfect just stood there in disbelief for a moment. "Is there something wrong?" Asked Trueheart.

"No. Here's my sister." He handed the communicator over to Polite.

"Hi everyone. Hows it going?"

"Polite is that you?" Asked a familiar voice.

"Goodluck bear is that you?" She asked brimming with excitement.

"Yes. its me. Are you okay? Are you hurt?"

"No I'm fine thanks to Joaquin." She said as she smiled at Joaquin who couldn't help but smile back.

"Oh thank goodness," Said Goodluck bear. "I was so worried about you."

"Were not in the clear yet," Said Joaquin. "We still need to be rescued."

"Were on our way. Were about over half way there already." Said Trueheart.

"I'll meet you guys up on the roof of the castle." Said Joaquin.

"Will meet you there." Replied Trueheart.

"Joaquin over and out!" As he continued to run with the pandas beside him, Joaquin's caring side was coming out a little more. Although he would like to empty all those feelings out, he knew he could not lest he expose his position to Coldheart's forces. His dark invisible shield was already beginning to fade with it now at only half the strength that it was before. 'Please let me succeed in rescuing these two pandas.' He pleaded to God silently in his thoughts. Aqua bear heard his thoughts but did not respond.

Chapter 6 Professor Coldheart's plot

In the throne room of the castle, Professor Coldheart was planning his trap for Joaquin not knowing he already rescued the pandas. As he went over his blueprints, someone came barging in. He turned and saw Antifreeze limping inside the room with a frozen foot.

"Help!" She yelled short of breath.

"What is it?" He asked.

"Joaquin has escaped with the two pandas!" She panted trying to catch her breath.

"What!" He said in shock.

"I tried to stop them, but this blue bear reflected my own attack against me!" She said as she showed her frozen foot.

"This is much earlier that I expected! A blue bear?"

"Yes. Apparently Joaquin is working together with the carebears!"

"What?" Said Professor Coldheart. "No matter. I will prepare for them both!"

"What do you have planned? They could be far away from here by now!"

"Joaquin and that caring guardian are not trying to run out of the castle my dear. He's trying to escape to the top of the castle to meet those fuzzy wuzzies!"

"How do you know this?"

"I saw it in a vision using the force! Now gather all of my ice demons and meet me on the top of the castle!" She limped off. 'You will not escape Joaquin! If you will not join me, or be destroyed!' He thought to himself.

Back on the carebears boat, it was mostly silent except for Bedtime bear who lay snoring.

"Doesn't that bear ever wake up," Asked Grumpy bear. "All he does is sleep without a care in the world!"

"Only to eat when he's hungry." Answered Funshine bear.

"If I slept as half as long as he did, I'd be dead," Said Grumpy bear, The carebears laughed. "Oh well, at least he's a quiet sleeper." Then they heard Bedtime whistle with a snore. "Then again I could be wrong!"

"Hahaha." Laughed Tenderheart bear. "Lighten up Grumpy. At least he's not bothering you to fix his cloud car." Grumpy smiled and laughed.

"You know, that's the only other time he wakes up is when he needs me to fix his cloud car," He laughed as he sat down on some rigging, "Goodluck bear, come join us."

"No thanks." He said as he leaned over the ship laying his head on both paws with his elbows nestled onto the railing of the ship.

"Why not?" Said Tenderheart bear.

"I'm just not in the mood right now ok!" He said a little down.

"Goodluck bear? Whats wrong?" Tenderheart bear said with concern.

"Nothing." He lied as he took a deep breath,

"Nothing my furry hide," Said Tenderheart bear as he walked to him as he gently laid his paw on Goodluck's back side. "Now please, don't hide what's eating you. I'm here to help you."

"Huh," He sighed deeply. "I'm so worried for the panda's safety. I don't know if Joaquin has what it takes to rescue them."

"Goodluck bear!" Said Wishbear placing both her hands on her hips annoyed.

"Look, I know that Joaquin possesses great powers, but he's only one person." Wishbear looked a bit more steamed.

"He has more powers than you'll ever have!" She said sharply. "Have you also forgotten that he has Aqua bear with him?"

"Everyone please," Said Trueheart bear. "There is no need to argue over this. Its already been done. I know Joaquin will come through. Just have a little faith in him!"

"I agree," Said a white and purple bear with a cross on her tummy. "Have faith in him. Besides its our only shot!"

"Shut up Redemptionheart bear! Don't you think I know that!" Said Goodluck bear as he stood up. Redemptionheart bear ran and hid behind Wish bear.

"Goodluck bear!" Shouted Tenderheart bear.

"What? I was just telling her the truth." He said calmly.

"Yes. But you didn't have to be so mean about it." Tenderheart bear said calmly.

"I know." he sighed deeply in regret returning to his previous sitting position.

"Have a little faith in our friends." Tenderheart bear said as he walked off to go take care of something. Trueheart bear nodded her head in approval.

"Goodluck bear. Everything will be alright. They will succeed." Said Trueheart trying to sound as confident as she could. Goodluck bear took a deep breath shaking a little in fear that Polite might not make it.

Joaquin saw an opening at the end of the stairs.

"Perfect and Polite! There's the entrance to the top of the castle!" He pointed up as he held Polite's hand while Perfect was running just behind him.

"Alright! Were going to make it Perfect!" Aqua bear said smiling. They slowed down as they approached the door.

"Quiet," Joaquin said. "Let me see if the coast is clear." Polite nodded. Joaquin slowly opened the door and peered around to his right then to his left. "Looks clear. Lets go!" He said as he reached out his hands towards Polite and Perfect. Polite took Joaquin's hand, but Perfect ignored it and followed up on his own. As they ran softly onto the snow covered top of the castle, it was about mid day with several white clouds in the sky as they breathed the mountain top fresh air as mist formed in front of them every time they breathed out. They all hid behind a huge square pillar in the corner of the top of the castle. "Where could they be?" Joaquin shouted impatiently.

"They still have a ways to go remember?" Said Aqua bear pointedly.

"I'll just contact them and see what's going on." He said as he got out his caring comminicator. "Trueheart, come in. This is Joaquin. Please come in."

Meanwhile, back on the boat, Goodluck bear sat as before contemplating the plight of his friends.

"Trueheart come in! If your there, please respond!" Goodluck bear bounced up to both feet and was the first to grab the caring communicator.

"Joaquin its Goodluck bear. What's your position? Are the two pandas safe?"

"There fine. Is Trueheart there?" He asked.

"Let me talk to Polite."

"Negative. Time is of the essence. Now is Trueheart there or not?" Goodluck bear responded back with a tear in his eye.

"Put Polite on! I need to know that she's ok!"

"Give me that!" Shouted Braveheart Lion.

"Hey give me that back!" Shouted Goodluck bear trying to grab it back from Braveheart.

"Get back" Shouted Braveheart as he held Goodluck bear off pushing against Goodlucks upper chest with one paw.

"Braveheart? What's going on?" Asked Trueheart.

"Its Joaquin on the caring communicator. He's asking to speak with you." Her eyes widened with anticipation as she gracefully took the caring communicator from Bravehearts hand. Goodluck bear stopped and looked at Braveheart annoyed.

"Joaquin. This is Trueheart. What is it?"

"I'm on the roof with the pandas. Where are you guys at right now? We are ready to be picked up!"

"Were about one mile away from the castle. We can be there in five minutes."

"Please hurry. I'm sensing Professor Coldhearts minions locking in on our position!"

"Will get there as soon as we can! Trueheart over and

"Wait Trueheart!" Shouted Joaquin. "Didn't Goodluck bear wish to speak with Polite Panda?"

"Yes. But."

"Then please get him on. I don't want to deprive him." Trueheart looked at Goodluck bear.

"Goodluck bear. Its for you." She offered it to Goodluck who immedietely took it from her.

"Joaquin. Is Polite there?"

"Yes. here she is." After a few seconds which seemed like an eternity to Goodluck bear he finally heard his companions voice.

"Goodluck bear? Are you there?" Polite Asked.

"Yes. Its me. Are you hurt? Are you alright?"

"Yes I'm fine," She giggled at his concern. "Thanks to Joaquin."

"Oh thank goodness," He said. "I thought I would never see you again! I was so worried about you!"

"Gee, I didn't realize that you missed me that much," She said. "I'll be fine. Just come pick us up ok?"

"We will I promise!"

"I love you Goodluck bear!" Goodluck bear blushed a bright red.

"I i i i lov--lov--love yo--yo--you t-- too!" He said studdering over his own words.

"Now I'm going to hand this back to Joaquin ok?"

"OkAy!" He said as he handed back the communicator back to Trueheart.

"Joaquin are you still there?"

"Yes Trueheart. But now I gotta go. I sense that we have company! Joaquin over and out!"

Chapter 7 Abandoned?

Joaquin thought he heard something.

"Quiet you two." He whispered. "Did you hear that?"

"No." They all replied at the same time.

'Aqua bear, I must take care of something before the rest of the carebears arrive to pick us up.' Thought Joaquin to Aqua bear in his mind.

'But you must not go! The carebears could arrive at any minute!' Protested Aqua bear in response.

'I must go if we are to have a chance at escaping! I'm leaving the two pandas up here with you to defend them.'

'But!' Then they heard a louder audible sound.

'Time is running out. I will make it back before you all leave I promise!' Said Joaquin to Aqua bear. Before Aqua bear could respond, Joaquin dashed through the doors from which he had come from and was gone.

"Where is he going?" Said a concerned Polite panda looking at Aqua bear.

"I don't know. All I can tell you is your in my care now," Then Aqua bear heard the same audible sounds from underneath. "You two stay here while I scope the area." Aqua bear took off not waiting for any approval.

Aqua bear now stood alone in the middle of the squared area while the pandas hid behind the tower.

"Joaquin!" Shouted a familiar voice. "You will die here and pay for your treachery!" Aqua bear looked around looking for the source of the voice. It was Professor coldheart.

"Show yourself!" He shouted.

"Mohahahhahahaha! We will meet soon enough! Huh? Wait a second, your not Joaquin!"

"No, I am Aqua bear a caring guardian of the carebear family!"

"Where is Joaquin?" Demanded the voice.

"I do not know!" Lied the caring guardian. "Even if I did know I would not tell you!" Shouted aqua bear.

"You and the pandas will be destroyed unless you tell me where Joaquin lay hidden! If you tell me I'll let the two pandas go!"

"Never!" Responded the the caring guardian.

"Then prepare to die!" Then there was a brief moment of silence.

"Now show yourself Professor Coldheart!" He said bravely. But there was no response nor any sighting of the source of the voice. After a long moment passed, Aqua bear went and checked on the pandas to make sure they were safe. "You two stay here and stay hidden until you see the carebears ship. The moment you see there boat, take off and go to them!"

"But what about you," Asked Polite. "Aren't you coming?"

"Don't worry about me," Said Aqua bear. "I am a caring guardian! My mission is to rescue you two. That is my first priority!"

"But."

"Now stay hidden!" He said as he ran away from the pandas, Polite tried to run after him but Perfect grabbed her hand and shook his head no.

"Aqua bear." She said helplessly. Aqua bear ran towards the center of the square knowing that this would give him his best chance to survive.

"Hey, Professor Snowman! Show yourself! Unless you are a coward!" Then Aqua bear then heard a sudden rush from the wind and jumped backwards landing on his two feet.

"Stand still will you?!" He heard a familiar females voice. Dark nausiating sounding. Aqua bear now activated his marine single edged saber.

"Show yourself Antifreeze!" He shouted.

"Mohhahhahahaha! HA," Aqua bear then heard the familiar rushing wind as before, but this time he swung his saber to his left making contact with a invisible light saber. Aqua bear countered and pushed with the heart knocking her down to the ground. "Darn it. I would have had you if you didn't have that weapon!" Then taking shape was a women in a short white blouse lying on the ground with her red saber.

"Antifreeze. How did I guess," Aqua bear said as he stood straight up while holding his saber laxed to his left side. "Now where is your master?"

"Right behind you!" Aqua bear turned only to find himself being blasted by a ice colored beam knocking the caring to the ground. Aqua bear stood up to his feet and now faced the Professor who now had his saber out. "Pathetic creature!" He mocked.The bear came charging in towards Professor Coldheart and engaged him saber to saber. "Now where are the two pandas?"

"You'll never find them!" He said calmly as he swiped at the professor.

"Wrong answer!" He said as he locked swords with the caring guardian. His eyes began to glow. Aqua bear lifted up his free hand and braced himself. The Professor unleashed rays of energy one from each eye which hit the caring guardian upon contact. "Now tell me where the pandas are"

"Never!" Answered Aqua bear as he now began to shiver from the attack.

"The more you keep prolonging this, the more you will suffer from my ice attacks until you tell me what I want to know." Coldheart threatened.

"Why should I tell you?" Aqua bear said with a fiery voice of defiance.

"Because you will perish if you don't," Said the professor pointedly. "Now tell me or I will increase your suffering!" The bear did not answer him back but began to utter a magical spell. "What are you doing now?" Asked the professor impatiently. But before he could get his answer, a white barrier began to cover the caring guardian's entire body undoing the saber lock. Then the professor's attack only hit the white shield which now covered the bear. "That little trick will not save you from me!" He shouted. "Antifreeze! Help me to crack his shield!"

"Yes sir!" She focused her eyes on the shield and began to attack in the same manner as Professor Coldheart was doing.

"Give it up carebear before we put you permantly on ice and make you a permanent decoration of my castle!"

"You'll have to catch me first!" Aqua bear said bravely. He then cupped his two hands together and shouted,"Dolphin fire!" He thrusted his two paws out in front of him towards the professor. Fire came right out and countered the Professor's ice beam. It melted instantly until Coldheart moved out of the way just in time before the fire came out. "Dolphin fire!" He shouted yet again except this time he aimed towards Antifreeze. Antifreeze was not so fortunate. She tried to move out of the way, but as she dove, her left foot got caught in the fire.

"Yooowwww!" She screamed as she embedded her left foot inside a snow bank. Smoke came out from on top of the snow bank causing the clump of snow to melt. "That's better." She said as she now took a look at her foot which was now completely black. "You'll pay for that Aqua bear!"

"If you can't take the heat, get off of the ice castle!" Teased the caring guardian. He then looked onto face the professor.

"You give me no choice! You meddling caring guardian!" Said the Professor. "Ice demons! Come forth!" Then from the snow around the professor oval like objects began to appear. They became more elongated in shape until the snow bursted sending the snow in all random directions. Then it revealed the ice demons just like the ones the professor had summoned earlier.

"What is thy bidding oh master?" Called the tallest of them.

"Spread out and find the pandas!" He commanded.

"Yes my Lord."

"They couldn't have gone that far!" Said the professor. "Now caring guardian! Give yourself up!"

"Why should I give myself up when the party's just beginning?" Said the bear smirking at the professor.

"Very well," Said the Professor. "You shall be shown no mercy!" Shouted the professor as he reactivated his red saber.

"I don't think you know the definition of the word mercy!" Mocked the bear. The Professor now circled with his adversary.

"You know its only a matter of time before you all die!" Said the Professor.

"Oh, I don't think so!" Said the bear calmly as he thrusted both of his hands backwards then forward at the professor who was sent flying away. 'I have got to save the pandas!' Thought Aqua bear to himself as he ran after the ice demons.

In other action, Joaquin was now in the subbasement of the castle at its lowest point. Joaquin took off his back pack and reached inside it and grabbed a square like device that looked like a miniature gameboy that had a digital screen on it.

"Here goes nothing!" He said as he turned it on threw it inside a small chamber, then turned and ran! "I hope I live to see another day or I'll be saying sionora!" He said outloud to himself as he ran.

Back at the top of the castle, Aqua bear's shield had just now disappeared as he now was defending himself against the Professor's ice demons.

"You'll never find the pandas so long as I'm alive!" Shouted Aqua bear in defiance. "Dolphin fire!" He said as he unleashed his fury upon a couple of ice demons who screamed as they were melted away simultaneously.

"You idiots! Stand aside! I'll deal with this guardian slime, myself!" Coldheart then approached the caring guardian standing only a few feet away and aimed at him with his index finger. Then, he released an ice attack but unlike before, this one didn't hit the caring guardian, but rather, it formed a circle of ice surrounding him, but it did not touch Aqua. He looked behind him and around wondering what the Professor was up to. But before he could figure it out, the ring like beamed closed in around on the caring guardian, rendering his arms useless which were now tied together tightly by the ice like rope. "Now I have you insect!"

"Let me go!" He said as he struggled to brake free. "Let me go Coldheart. I'm warning you!"

"Or you'll what? Kill me? That's funny. Oh by the way your just in time to witness the execution of the pandas."

"You'll never find them!" He shouted. The Professor knocked him down using the force. The bear was uttering a few words and a ring of fire began to form around his binds. The Professor quickly leaned over and covered his mouth causing the fire around his binds to go away. He reached inside his shoulder pocket and revealed a light blue handkerchief that he placed around the bear's head covering his mouth.

"Now that's better. Don't you think my fiery little friend," Aqua bear could only speak muffled words. "Now carry him!" Then the ice like orc creatures picked up the tied up victim. "Oh and don't worry! You see, my furry friend, I knew you would be coming up here so I set my trap up here so that I could capture you and the pandas!"

"No!" He muffled through his gag.

"Yes! Mohahahehehe," He laughed evilly. "Bring out the two pandas!" Aqua bear looked in shock as he saw the two pandas manhandled by the ice demons who had them bound hand and foot carrying them. "Release his handkerchief but if he tries anything, place it back on him!"

"NO! Please let them go," Aqua bear pleaded. "Let them go! I'm the one you want!"

"Why should I let them go now that I have you both," He sneered. "Now where is Joaquin?"

"I don't know!" Said Aqua bear now looking desperate.

"Since you do not want to cooperate, you shall bear witness to your failure to save the the two pandas!"

"No!" He said helplessly trying to brake his ice bonds.

"Resistance is futile! Now it is time! Becomeovey of insects ice blades!"Then out of the snow came out two guillotines. "It is time! Bring them forth so that we can lop there heads off!" The two pandas looked on in horror as they knew that they faced certain doom.

"Oh Perfect. It looks like this is the end!"

"Don't worry. Joaquin will come and save us! Please help us Joaquin!" Pleaded Perfect.

"Pandas," Aqua bear shouted unable to do anything. "I will save you! Just hang on!"

"Hahahaha! You will? How? You look a little tied down at the moment! Mohahaha! But before they will be executed, I'm going to freeze them first!" Declared Coldheart.

"Yeah!" Shouted Antifreeze while all of the ice demons laughed with them.

"Then, I will have there heads chopped off!"

"No," Shouted Aqua bear. "Please, don't do this!"

"Silence! Bring the pandas to me!" They put the two tied up pandas right in front of the professor. Poof. "What's this!" Shouted the Professor in surprise. When the smoke cleared It was a vampire like creature that appeared. "Dr. Fright what are you doing here?"

"To witness the deaths of the first two carebears!" He said gleefully.

"Very well. But do not interfere," He instructed. "Now Deep Freeze!"

"Stoooooop!" Aqua bear shouted. Professor coldheart launched a white bluish beam that made direct contact with Perfect panda. "Stop it!" He demanded. By the time the beam was done, Perfect was completely frozen where he laid. "You cold hearted creature! Uhh!" Aqua bear said as he witnessed this who was now sitting down in the snow being held by two ice demons. "Now your turn!" The Professor said as he took aim at Polite Panda.

"Aqua bear, Hel..!" Before she could finish her plea, she felt the paralyzing beam surge right through her chest unable to see, hear, or feel anything but extreme cold. When it was done, she now stood frozen.

"Polite!" Shouted Aqua bear.

"And now I will ask you one last time. Where is Joaquin?" Asked the professor. Then a brief moment had passed.

"I already told you," Aqua bear said annoyed. "I do not know where he is. And for your sake You better hope he doesn't find out because you'll be sorry!"

"Don't make me laugh," Said the professor. "Time for you to join your furry friends!" The professor took aim with his finger and aimed it at Aqua bear's head.

'JOAQUIN WHERE ARE YOU!' In his mind as the professor's finger now began to glow.

"Hold it right there Professor Coldheart,"

Chapter 8 The battle begins

Everyone turned and faced a enraged Joaquin. "Let him go if you wish to live!"

"Huh! You don't scare me!" Shouted the Professor as he turned back and faced Aqua bear.

"Hey coward! I bet you can't freeze me!" Said Joaquin challenging the Professor."Oh yes I can!" Said the Professor confidently as he turned his attention back to Joaquin. "When I do freeze you, I will make you endure terrible torture until you decide to become my servant!" The Professor aimed at Joaquin with his finger and fired away missing with one beam after another.

'Aqua bear. Now is your chance to free yourself!' Said Joaquin to Aqua bear through his mind. The bear uttered a few words reforming the ring of fire around the binds causing the ice demons to back away as they were afraid of fire.

"Professor! Aqua bear's trying to break free!" Shouted Antifreeze.

"Then stop him you idiots!" Shouted the Professor. Antifreeze reached for the caring guardian but was too late as he broke free of his binds getting to his feet now facing Antifreeze.

"You won't escape!" Shouted Antifreeze as she dove head first at him. Aqua bear jumped above her head as she came in head first avoiding his attacker. Then he landed on both of his feet now facing his adversaries as he now activated his saber.

"Get him!" Shouted one of the ice demons. Two ice demons stepped forward. Aqua bear used the heart and pushed them both back. He then quickly turned and used the heart on Coldheart knocking him into a nearby snowbank. Aqua bear then ran past Antifreeze and Coldheart and joined up with Joaquin.

"Joaquin. Where did you go," Asked Aqua bear breathing a little heavy. "How could you just abandom us like that?"

"I went to take care of something important." Said Joaquin a little defensively. "Also, as you can see I came back to you. Now, where are the pandas?"

"Professor Coldheart froze them," Said Aqua bear. "If you had been here, they would not be in the poor state that they are in right now!" Said Aqua bear a little angrily. As Joaquin was about to answer...

"Mohahaha," Shouted the Professor. "Now you two will join them!" Coldheart said as he pointed at them. "Surrender now and I'll consider showing you leniency!" Joaquin reached for his saber. "Very well. Go get them ice demons!"

'Aqua bear,' Said Joaquin as he turned only his head to face Aqua bear.. "I'll take care of Professor Coldheart and his minions! You focus on rescuing the pandas." Aqua bear nodded in agreement. Joaquin turned on his saber and came charging in towards the two ice demons which stood closely together. He sliced through the ice creatures mid sections and landed past them crouching in the snow. Joaquin and the ice creatures stood still for a brief moment. Then the ice demons coughed out blood from their mouths as they both fell apart onto the snow. Joaquin continued to run towards the professor.

"You will never win Joaquin," Shouted the Professor. "My ice demons, do as you wish with the caring guardian. However, do not kill Joaquin! I want him alive!" Commanded the Professor. Antifreeze went forth with a few of the ice demons with her saber activated and engaged Aqua bear, while Joaquin and Professor Coldheart were now engaged in a one on one battle.

"You will pay for what you did to the pandas!" Said Joaquin as he swung at the professor.

"On the contrary! You will pay for betraying us and leaving our forces!" Shouted the Professor as he blocked a overhead strike.

In other action, Aqua bear was now surrounded from all sides. Auntifreeze stood outside the circle.

"Destroy him!" She shouted. They all went charging in at the same time. Aqua bear sliced one of them in half with his saber, then he jumped and dodged over another ice demon in the same instance. The remaining ice demons came in creeping closer slowly towards Aqua bear. Aqua bear took notice of this, lifted up his non-saber hand towards his head, closed his eyes and uttered a few words in a unrecognized language. After a brief moment he opened his eyes and shouted. "Oh great one of the ancients! Grant me a portion of thy power I pray thee!" Then he lifted up his nonweaponed hand over his head and his paw began to change color from blue, to orange, to a bright red. His hand was now lit like a torch of fire. He then looked to the ice demon that was closest to him and pointed the hand which now was surrounded by a constant flame of fire. "Fireball!" He shouted. The flame grew to three times in a instant until a ball of fire came out of that hand and hit the ice demon right between the eyes. He screamed as he melted into a puddle instantly leaving only a deep whole in the snow in his stead. The remaining ice demons took a step back quivering in fear. "Who wants to be the next to go!" Shouted the caring guardian confidently moving his fiery hand pointing at the other ice demons. The remaining ice creatures took a few more steps backwards lifting their hands up indicating they didn't want to be the next to go.

"Oh must I do everything myself!" Shouted Antifreeze as she stepped bravely in front of all of the other ice demons. "Step away ice demons until I subdue him!"

"That's if you subdue me!" Smirked the caring guardian.

"Shut up!" She shouted. "Now prepare to feel the power of the force!" She said as she swung her sword with a overhead strike which Aqua bear blocked easily with his saber. Aqua bear continued to block, dodge, jump over, each swipe of Antifreeze attempted at him.

"I've had just about enough of this nonsense!" Said Aqua bear as he parried his sword to his left and flung out his other hand in front of him and fired another fireball at Antifreeze which struck her ice colored tunic setting it on fire. "Now prepare to feel the true power of the heart!" He said as his nonweaponed hand turned back to its original color of blue and he thrusted it in front of him knocking Antifreeze into the snow.

"AHHHHHHH! My clothes are on fire!" She screams as she panics rolling around in the snow which eventually cooled the fire from her tunic. When she was done rolling in the snow, she stood up and took a quick glance at herself looking down at her body. Her clothes were now mostly scorched with holes in random places. She now looked smoky from the top of her head down to her legs. She coughed deeply then faced Aqua bear. "You'll pay for that carebear!" She said as she pointed her finger towards the caring guardian unleashing a white ice beam. Aqua bear jumped to his left side and avoided the attack. She tried again, she missed as he jumped, and somersaulted to his right. She then turned and faced the other ice demons who were looking on. "Help me you idiots!" She screamed at them. They all turned and aimed with one of their hands pointing at the caring guardian. Aqua bear clutched his saber with both paws tightly placing his saber in front of him. All of the ice demons blasted him along with Antifreeze at the same time. The caring guardian blocked all of the ice attacks with his saber. He held his own but quickly became overpowered as his paws began to go numb.

"Oh oh! This doesn't look good!" He said out loud as his hands were now beginning to throb with pain. He closed his eyes and concentrated ignoring the throbbing pain in his hands, and muttered a few words. A blue shield took form around the chest of his body and continued to grow until it completely surrounded him just like before. This gave him relief from the combined ice attacks as the shield now took the full brunt of the attack. He then slumped down into the snow trying to recover his strength. He was safe for now. 'Joaquin.' He thought to Shimmeringstar. 'I don't know how much longer I can last!'

'You'll have to hang on!' Projected Joaquin back to Aqua bear as he jumped over Coldheart's saber. 'If you fall, we will fail in our mission to save the pandas!'

'I'll try!' Thought Aqua bear back. 'But I could really use your help right now!' He said as he now saw his shield weakening. "He cupped his hands together throwing them backwards and thrusted them forward then shouted, "Dolphin fire!" A straight line of fire came forth clashing with the combined ice beam of his attackers. The dolphin came forth and slowly absorbed the ice pushing it back three yards towards his adversaries.

Meanwhile, Coldheart and Joaquin continued to battle saber to saber. They now both held their stances pushing against eachother.

"I since alot of rage within you my brother," Said Coldheart. "This is what made you a strong person in the first place. Do you really think you can fit in with the carebears?"

"I AM NOT YOUR BROTHER!" He said with blind rage.

"Don't you see the obvious," Asked Coldheart. "You belong with us! Join me! Give yourself back to the darkside!"

"Never," Shouted Joaquin. "Your going to pay for what you did to the pandas! One way or another you can bank on that!" The fighting continued as Joaquin pushed Coldheart back with his mere physical strength back about six feet.

"What do you care about two panda bears that you delivered to me yourself?" Sneered the Professor. "What would the carebears think once they find out the truth of what you did?" Joaquin ran and swung angrily at the professor with a overhead strike which the professor easily blocked and parried. Joaquin swung side ways at the professor's mid section which the professor barely managed to block as he felt the full blow painfully jostle through his wrist. Joaquin then parried his sword above the professor and struck down which the professor barely blocked in time as his opponents blows were becoming faster and more furious. The professor was now breathing heavily trying to keep up blocking the blows. Joaquin then managed to grab the professors nonweaponed hand and pulled him to his chest with Coldheart's back now facing Joaquin. The Professor quickly threw back his head striking Joaquin on his face freeing himself from Joaquin's grip. The Professor then turned and kicked him in the stomach causing Joaquin to hunch over grasping his stomach. Coldheart grabbed him by the throat and moved in closely to his ear. "You've grown weak!" He shouted as he held him by the throat. "Now, I'm giving you one last chance! Join me or die!" The Professor loosened his grip around his throat as blood now gushed out of Shimmeringstar's nose.

"Go to hell!" Joaquin shouted. The Professor tightened his grip on his throat.

"Then you will be the first to go to hell!" Said the Professor. "Its such a pity! We all thought you would be the one to fulfill the dark prophecy!" Then Coldheart clinched his teeth as he again increased his grip on Joaquin's throat lifting him off the ground. "Since you won't give yourself to the dark side, you must not be lelt alive!"

"Ahhh!" Joaquin cried out from the pain.

"Now, you shall die!" Shouted the professor as his free hand began to glow a light blue. Joaquin thrusted both of his hands forward pushing the professor away just enough to brake his hold that he had around his neck.

"On the contrary," Said Joaquin as he recovered and cupped his hands together. "Now its time for you too die! Kashikokayha!" He shouted as he thrusted his hands forward unleashing a powerful blue beam of energy which struck the professor on his chest knocking him down to the ground a few yards away. Joaquin grabbed his saber and was about to finish off the Professor until he heard a familiar cry in his mind for help.

"Aqua bear!" He shouted as he stopped and took a horrified look at what he saw. He saw Aqua bear getting struck by Antifreeze and her minions. The single concentrated ice beam from the ice demons and Antifreeze now were turning Aqua bear's body into ice. He took a quick look at the panda bears frozen bodies and took a quick look back at the professor for a brief moment. Then he made his decision and made a mad dash running towards Aqua bear. "Hang on Aqua bear! I'm coming!" He reactivated his saber slicing through a couple of ice demons and quickly used the heart upon Antifreeze knocking her away into the snow. A couple of the ice minions turned their attention to Joaquin and commenced blasting him. Joaquin somersaulted to his right dodging the ice rays landing in a crouching position. Joaquin then took his saber and threw it directly at one of the ice creatures embedding the sword through the minions head with part of his sword sticking out through the other side of his body. The other ice creature fired a ice beam at Joaquin striking him in the chest causing him to cry out from the pain. Joaquin swiftly countered by cupping his two hands together and thrusted them forward against the ice beam. "Kashikokayha!" He shouted as he slowly thrusted both hands forward with his blue energy pushing back against the ice demon's.

"Why don't you just give up," Mocked the ice demon. "You know you can't win against the professor and his mistress!" Joaquin then looked at the ice creature's dark black eyes.

"Not only will I win against you and your master," He answered back determined. "I will also destroy you!" The ground began to shake as he now put everything into the energy beam which got bigger and sped up against the ice demon's.

"Noooo!" Were the creature's last words as Joaquin's energy blast burned a hole through his stomach. Joaquin then got to his feet and called back his saber which lay in a puddle of shallow water. Joaquin now stood between the caring guardian and the remaining ice demons.

"Who wants to be next?!" He challenged as he now stood facing them. Both of the ice demons turned and ran away from him. Joaquin then turned his saber off and attended to Aqua bear. "Hang on old friend." Said Joaquin as he held him close cradling his head gently with one arm, while placing his other hand softly on Aqua bear's chest. Aqua bear coughed weakly. "I'm here for you." He said with concern.

"Joaquin." Aqua bear said softly as he opened his bruised eyes from the punishing ice attacks he had took from Antifreeze and her minions. "I'm sorry. I have failed you."

"No you haven't," Argued Joaquin. "You just got overwhelmed that's all. You did well!"

"Perhaps I shouldn't of come with you." He said with his eyes now twitching.

"Don't talk like that!" Said Joaquin alarmed. "Your going to be alright." He said as his voice quivered.

"Joaquin." He said softly as he gently grasped Joaquin's hands with his paws. "Look at you. Worrying about me when you should be focusing on our mission." He said smiling at him weakly as he now coughed a little harder.

"I'm not leaving without you!" Joaquin said as he gripped Aqua's bears paw. Aqua bear then turned his head and looked Joaquin directly in his eyes.

"Joaquin," Said Aqua bear. "I am a caring guardian. The whole purpose of being a caring guardian is to protect the innocent and the carebear family." He now began to cough more violently.

"Aqua bear!" He shouted.

"I'll be okay." Aqua bear said as Joaquin looked at him with severe doubt as he saw the poor condition he was in. He had some serious ice burns upon his stomach and knew that if they didn't get immediate treatment, his condition would worsen. "I just need a little bit of time to recover. But I'm afraid you'll be on your own."

"What about you?" Said Joaquin.

"You have a mission to complete," Aqua bear stated. "Now go Shimmeringstar and let this mission not be in vain!" Then he fell unconscious with his mouth open while his hands fell to his sides as the last of his strength gave out.

"NOOOOO!" Yelled Joaquin as he now embedded his head into Aqua bears chest, weeping loudly as blood flowed from his head dripping onto the bear's tummy symbol which was a picture of a hoop on fire with a dolphin placed in the center going through the hoop. Joaquin slowly sat the bear up hugging him with tears flowing onto the bear's fur. "You've been nothing but a friend to me!" He said weeping. "And I did nothing for you in return! I'm sorry Aqua bear! I'm sorry!" He wept loudly as more tears flowed down the bears tummy. But, he didn't notice the caring guardian's symbol beginning to shimmer with a flicker of light.

"Oh how sickening," Shouted Antifreeze. "I'd never thought I'd live to see a day that someone would actually mourn for the death of a carebear!" Joaquin gently placed the marine colored bear to the ground, stood up, and faced the enemy. "I mean really Joaquin. Why should you care about him?" She said sarcastically. "All he has done is cause you all this trouble! And for what? He died for nothing!"

"Not for nothing," Said Joaquin as he now grasped his saber. "I will personally hold you and the Professor accountable for what you did to him!" He then felt his whole body surge with adrenalin from his stomach. "Now you two will die!" He said as he came charging in at Antifreeze who blocked a overhead strike from Joaquin. But failed to block a hard low kick to her stomach dropping her to her knees clutching her stomach in the process. Joaquin then punched her in the face knocking her out. She now lay unconscious in the snow out of commission as Joaquin's whole body now began to shimmer along with Aqua bear's tummy symbol.

"You'll pay for that!" Shouted the Professor as he ran and engaged Joaquin with his saber drawn.

"You didn't have to hurt him!" Shouted Joaquin with tears still flowing from his eyes as he swung at the professor with a overhead strike.

"Your right," Said Coldheart. "I must kill them all!" He said as he now struck towards Joaquin with a overhead strike of his own. "And now my friend with no one left to help you, you are helplessly outnumbered!" Joaquin jumped backwards dodging the Professor's swipe as it harmlessly hit the ground.

"You will not hurt anymore of the carebears," He shouted as he came dashing at the Professor. But he was knocked in another direction by a ice beam landing in a near by snow bank. Joaquin quickly stood up and looked around for the source from where the attack came from but was hit again knocking him down to one knee. He got up again, but was blasted by more beams of ice freezing his body from the neck down. "Let me go!" He demanded.

"Only if you agree to join me and become my apprentice."

"Never!" Joaquin said.

"Then prepare to die!" He said as he pointed his index finger at his head. Joaquin closed his eyes in anticipation of certain doom.

"Professor look!" Said one of the ice demons. He turned his head in the direction his servant was pointing, and saw Aqua bear's body levitating uprightly with his tummy symbol glowing.

Chapter 9 Transformation

"What's this," Asked the Professor. "How could he still be alive?"

"He's not!" Said the head ice demon. "Its his magic reviving him!" Then a bright light blinded everyone which came forth from the caring guardians tummy symbol. When the light dissipated, everyone looked and saw Aqua bear standing on the ground.

"How did you come back?" Demanded the Professor. Aqua bear didn't answer him as he thrusted both hands backwards cupped together and thrusted them forward.

"Dolphin fire!" The Professor as well as all of the ice demons dodged the attack as it hit Joaquin.

"Aqua bear what are you doing," Joaquin asked. "Are you trying to burn me alive!" The bear did not answer as his magical attack now melted all the ice around his body. Joaquin then looked at his entire body as he was now completely shocked that he was not burned alive from the caring guardians attack which had destroyed the other ice demons.

"Oh, you won't get away from me!" He said as he swung his saber at Joaquin. Joaquin leapt over the professor's head kicking him in the back of the head. Joaquin landed softly to the ground and ran towards his rescuer. Joaquin now stood face to face with his rescuer as he placed his hands firmly upon Aqua bear's shoulders.

"What happened to you," Asked Shimmeringstar. "I thought you died!"

"The blood Joaquin!" He said as he smiled at him. Joaquin looked at him completely baffled.

"The blood?"

"Yes. Your blood along with you freeing your feelings saved me!" Then Aqua bear leaned over and hugged him.

"But how?" He said as he now looked at Aqua bear directly in his eyes.

"The life is in the blood Joaquin." He answered calmly while smiling at him. "But in order for that blood to work, it must be done with a confession of caring for that person! Somehow, you tapped into my dolphin powers and activated a spell that...

"Destroy them!" Shouted Coldheart. Joaquin turned and faced upon the marching ice demons. "benome omey beocime ivae!" Chanted the professor as oval like objects began to form around them in the snow.

"It looks like we could use another one of those spells!" Said Joaquin as he reactivated his saber.

"Joaquin, there is a spell that I can cast that can help us complete our mission as well as getting us out of here safely." Said Aqua bear.

"Oh really?" Said Joaquin. "I don't think showing them magic tricks is going to help us right now!" Aqua bear rolled his eyes shaking his head.

"Joaquin, Do you want us to fail just like the last time?"

"No but..."

"Then listen up!" Aqua bear shouted. "I'll ask you a question and you have to give me a honest answer."

"I don't think now is the time for twenty questions!" Joaquin said as he clutched his saber.

"Listen Joaquin," Said the bear firmly. "Do you want my help or not? Besides, your the one who said you didn't treat me like a friend." Joaquin paused as that hit him hard. "Well?" Aqua bear said as he placed his hands on his hips.

"Alright," Said Joaquin. "What did you have in mind?"

"Answer my question, then you have to ask me a question. But it has to be from your heart in order for this relationship spell to work!"

"Ask away then." Said Joaquin noticing the oval shapes getting bigger.

"Joaquin, do you care about me?" Asked Aqua bear.

"If I didn't," Replied Joaquin. "Would I be here helping you?"

"Just answer yes or no!" Shouted the bear.

"YES!" Shouted Joaquin irritated.

"Now you ask me a question," Said Aqua bear.

"Do you care about me?" Asked Joaquin.

"It can't be the same question." Instructed the guardian.

"That sucks!" Said Joaquin.

"Hurry Joaquin ask me another question!" Aqua bear shouted as the ice demons now broke from their shells.

"Do you like dolphins?" He asked.

"Joaquin you must ask a question pertaining to our relationship!" Aqua bear shouted. "Not any of my preferences!"

"Aqua bear? Do. do.. you consider me your friend despite how badly I've treated you?"

"Yes," Answered the bear touched by the question as he gently grasped Joaquin's nonweaponed hand looking up to his friend.

"Attack!" Ordered the Professor. Then Aqua bear closed his eyes and muttered out loud...

"I command a portion of the power of the great ancient one to enter us!" He declared. Then a great light came forth from both bodies blinding all of their enemies who were now turned shielding their eyes yet again. When the light had gone, they saw Aqua bear who shimmered with a countenance from his face. While Joaquin, well, let's just say he looks completely different.

"What is this?" Shouted Dr. Fright.

"Ahh. Your eyes, your hair! You've transformed!" Said the Professor as he looked on. He saw Joaquin with dark green eyes, and spiked red hair. "What are you! Who are you?" He only stood there silently staring coldly at the Professor. Then he began walking slowly towards him. "Ahh. Get him Ice demons!" All four ice demons surrounded him each standing ten feet away and blasted him with there ice attacks. When it was done he was frozen solid. "I did it. I beat him!" But wait, there was tremors being felt all around him again. "What's this!" The ice around him began to crack. "Oh no! He's breaking free. But that's impossible!" Then, the ice completely shattered. Joaquin stood there quietly as the ice demons stood trembling in fear. "Impossible!"

Then Joaquin stared at the Professor. "You wanted to see the darkside in me resurrected you got it!"

"Joaquin you must not use your powers for evil!" Shouted Aqua bear. But his voice fell on deaf ears. Joaquin then disappeared and reappeared kicking one ice demon with a round house shattering him to pieces. The other ice demons tried to blast him with ice attacks but they missed him. He reappeared with a knee inside one of the ice demons chest exploding it into pieces. "I will never forgive you for what you did to my friends!" The ice demons were both to paralyzed to move. Joaquin reached out with both hands grabbing both ice creatures one in each hand lifting both bodies swiftly into the air shattering there fragile bodies together like glass.

"My ice demons! You'll pay for that," He shouted as he blasted at Joaquin with his ice attacks. But Joaquin easily dodged each one using incredible speed. "Stand still so that I can freeze you!" Then Joaquin magically appeared right in front of Professor Coldheart. Coldheart quickly blasted him point blank freezing him. "I did it!" He shouted as he tried to recover his breath. "I beat him!" But just then, he heard tremors below his feet just like before. "What's this!" Then the ice cracked around Joaquin. "No! He's breaking free!" Then just like before, Joaquin broke and sent the ice all around him knocking the professor backwards a good ten feet. "No! How can you be so powerful?" But just like before there was no answer from the mighty warrior. "Answer me!" Joaquin disappeared and reappeared right in front of the professor and punched him on his stomach. The Professor was brought to his knees coughing out red blood.

"So, your not all blue like I thought you were." Mocked Joaquin.

"Leave my master alone!" Shouted Antifreeze as she grabbed Joaquin around the throat who did not even flinch. Then, from squeezing on Joaquin's neck she broke her nails. "Ow. If that won't work then maybe this will!" She activated her red saber and swung at him but missed as he disappeared and reappeared in the exact same spot. "What?" Joaquin only stood there as if he never moved. "Now die!" The same thing happened just as before. "Stop that!" Joaquin then grabbed her by the neck with her feet kicking helplessly. "Let me go!" She shouted.

"Let her go!" Shouted the Professor as he jumped onto Joaquin's back punching him over and over again against his hardened face which had no look of any apparant damage.

"Look at her Coldheart. Do you love her," This got the professor to stop who looked stunned by the question. "Tell me, do you love her?"

"No."

"Then why do you fight me?"

"Because I,"

"Because you do care about her. Now, she shall die just like the pandas have died!"

"No! Please stop!" Pleaded the Professor as he now knew the situation was urgent. "If you will not stop, I will use this!" He jumped off of Joaquin's back, activated his saber and stabbed at Joaquin but missed him. Then Joaquin reappeared just where he was before and grabbed then threw Antifreezes body against Professor Coldheart knocking them both to the ground. Just as Joaquin was about to finish them, his caring communicator rung in with music with a happy voice singing, 'I wish that I was a carebear, oh how I wish that I was a carebear.' Joaquin picked it up and answered.

"Hello."

"Joaquin its me Trueheart! We are at the edge of the castle!" Joaquin looked up and he saw the carebears with there boat up in the air slowly approaching at the opposite end of the tower. "We will be ready to transport shortly. We will meet you at the opposite end of the spire!"

"Trueheart, I don't know how to tell you this but, I failed!" All of the carebears stood in shock. "The Professor froze and killed the two pandas!"

"What. No, are you sure there dead?" Quivered Truehearts voice.

"I checked for a pulse myself, and there was none and they still remain frozen." This hit Trueheart hard. "I will kill Coldheart for this!"

"Joaquin No don't!" She shouted. There was no answer. All she could hope for now was that she could get there in time. But to do what? To restrain a enraged human?

Joaquin now faced the Professor who was helping Antifreeze to her feet.

"You'll pay for this!" Shouted the Professor shaking his fist at Joaquin. Joaquin walked towards the professor.

"Tell me something Professor Woodpecker. Did you see this in your vision?" Then with that Joaquin disappeared and reappeared with his knee embedded inside the professor's gut.

"Ahh," He agonized in pain.

"Or maybe this?" Joaquin then grabbed the professor by his head and began hitting his stomach over and over again with his fist. "Boy, if I would have seen this in my vision, I wouldn't of gotten up out of bed this morning!" He mocked with a smirk on his face before he threw the Professor up into the air then kicked him on his back side as he came back down sending him crashing against the tower which now came crashing down. "Oh oh." Said Joaquin as he disappeared. When the tower was done crashing down, Joaquin reappeared with the two lifeless frozen bodies of the pandas. "You deserved better than this!" Said Joaquin as he placed them gently down on the center side of the castle. "The least I can do now is avenge your deaths and give you a proper burial." Joaquin felt himself beginning to sadden. 'Stop that. You have a battle to win!' He thought to himself. Then he refocused himself and went after Coldheart.

"We are almost there," Shouted Goodluck bear. "Boy I can't wait until we see Perfect and Polite again!" Trueheart gulped as she hadn't told Goodluck about the recent news of the whereabouts of the two panda bears as she and all of the carebears (Except for Goodluck bear who was down below) were the only ones who knew what transpired concerning the pandas. 'Please be alive pandas!' She hoped to herself. "There's the castle! Wait a sec, who's that guy with red hair down there beating up Professor Coldheart?" Trueheart looked over the boat and saw exactly that.

"Oh no. I was afraid of this!"

"Trueheart?" Asked Goodluck bear a bit worried. "What's going on down there?"

"Believe me, you don't want to know. Let's just be ready to help ok?" She responded.

"Oh oh. I sense Joaquin's life force has much pain, sorrow, suffering, and anger." Said Lonesomeheart bear. "Hey, but my brother's down their! But he seems, a little bit different."

"Is he attacking the pandas?" Goodluck bear asked with fear. Lonesomeheart concentrated closing her eyes.

"No. He's attacking Professor Coldheart." Answered Lonesomeheart bear.

"What? And what about the two pandas? Are they ok?" Asked Goodluck bear.

"I can't sense there life forms! I don't know where they are!" Answered Lonesomeheart bear. "Its like they just disappeared!"

"Polite! No!" He shouted fearing the worst. Trueheart looked on witnessing the battle.

"Now prepare to die!" Shouted Joaquin in a raspy voice as he now held the professor's beaten up body by his throat.

"Stop!" Shouted Frostbite as he charged at Joaquin with his saber. Joaquin threw the professors body right at Frostbite embedding them into a nearby snowbank. Frostbite got up and charged right at Joaquin with his saber. Joaquin reached out with one hand using the heart knocking him backwards.

"Now its time for you too die Professor. This is for you Perfect and Polite Panda!" He shouted out loud. Then a big blast of energy formed above one of Joaquin's hands."

"Please don't!" Shouted Antifreeze as she dove upon the Professors body where it laid.

"Move or die with your friend. Either way makes no difference to me." He said cruelly.

"Why do you want to kill him so badly?"

"You dare ask me this stupid question now! You know exactly the reason why!"

"Joaquin! Stop!" Joaquin turned and saw Trueheart bear on the opposite end. "You must stop this madness. You rescued the two pandas now let's go!"

"Rescued, Trueheart look at them! They are dead!" Goodluck bear got off of the boat.

"Dead! Did you kill them Joaquin!" Joaquin 's face softened up.

"Of course not Goodluck bear. It was Coldheart who froze and killed them!"

"NO!" Shouted Goodluck bear.

"But do not worry, I will kill the professor for this right now!" Joaquin then lifted up his hand above his head which had the round ball. Trueheart ran towards the frozen bodies and put her ear against one of there chests. She heard a faint beat.

'Sorry about this old friend.' Thought Aqua bear to Joaquin in his mind as he lifted up one finger which caused Joaquin and him to turn back to normal.

"What did you do that for?" Said Joaquin enraged at Aqua bear.

'I cannot allow you to use those powers to kill.' Thought Aqua bear calmly back to Joaquin. Just when Joaquin opened his mouth to say a few choice words...

"Joaquin! They are still alive!" Joaquin turned and faced Trueheart.

"Are you sure?"

"Yes. Barely. There hearts beat faintly, but they are still alive," Smiled Trueheart. "Will you help me carry them back to the boat?"

"Yes." Said Joaquin now walked towards Trueheart. As Trueheart tried to lift one of the frozen bodies, Joaquin lifted each one by himself with one underneath each arm. Including Aqua bears.

"Your strong!" Trueheart said impressed. Joaquin only winked at her.

"Hurry, we have to go!" Shouted Goodluck bear. They ran across the ice together. The professor unexpectedly stood up.

Chapter 10 Shimmeringstar's power revealed

"Professor! Your ok!" Said Antifreeze relieved.

"You fools! Stop them from escaping!" Antifreeze nodded then disappeared. Just when the carebears were just a few steps away, Antifreeze reappeared in front of them.

"Antifreeze!" Shouted Goodluck bear in fear.

"You will not escape!" She got out her saber and swiped at Joaquin but was blocked by a all familiar marine colored blade. Joaquin put the frozen carcasses down.

"Trueheart and Goodluck bear, take these bodies aboard the ship while I take care of this witch!" He said as he got his saber out.
"But Joaquin, what about you and Aqua bear!" Trueheart said concerned.

"Will be fine. Just get those pandas aboard!" Joaquin stepped in front of them and now stood between the two carebears and Antifreeze as Aqua bear continued to fight against Antifreeze.

"Will help you!"

"No you won't! Now get on the ship!" Joaquin commanded sharply. Both bears did not argue but grabbed the frozen bodies and boarded the ship.

"You will not escape!" Shouted Antifreeze as she punched Aqua bear across his face knocking him out. She then ran towards the carebears ship but, Joaquin attacked her with his sword moving her out of the way slowly with each blow until he got her a good distance away from the ship.

"Now's our chance! Let's go!" Shouted Goodluck bear. The other bears came out to help carry the three frozen pandas aboard the ship. Just when they got done boarding, Trueheart turned only to see Joaquin drifting further away from the ship fighting with Antifreeze.

"Joaquin come back," Trueheart yelled. As Joaquin turned and faced her for a moment, he got knocked down with the force by his adversary. "No! We must go and help him!" Just as she was about to climb out onto the rainbow bridge, it was destroyed by an ice beam. Trueheart saw it was an ice demon that did this as he fired another blast at them.

"Cast off!" Cried Tenderheart.

"No! We must stay and help Joaquin!" Argued Trueheart.

"Sorry Trueheart. But if we stay, we run the risk of losing our ship altogether. We must leave!" Although she did not want to come to grisp with this, Trueheart knew this to be true. Shaking her head side to side in sadness she gave the order the to retreat.

In the meantime, Joaquin continued his fight with the evil forces of Coldheart as he now also was fighting against six other ice demons along with facing Antifreeze and Frostbite who also joined in on the battle. Just as all of his adversaries surrounded him in the middle of the castle, they all reached out with there arms with ice beams forming from all around him. But just before they blasted, the Professor stopped them.

"Hold ice beams!" All of them put there arms back in place. "Coldheart walked up and just stood right outside the circle which surrounded Joaquin. "Very heroic! Fine job you did. I did not actually expect you to succeed in rescuing the pandas all by yourself!"

"Ah, Don't you mean we?" Joaquin said as he pointed to Aqua bear who now laid on the ground still unconscious. The Professor rolled his eyes.

"Yes," Said Coldheart. "But your the one that is still standing."

"That maybe true," Said Joaquin. "But if it wasn't for him,"Said Joaquin as he pointed to Aqua bear's fallen body. "I'd be frozen just like the two pandas!"

"Nonetheless, you are still more powerful!"

"What do you mean?"

"You see Joaquin, I saw what you turned into inside my future vision. Now that I know that its true what you turn into when you lose all control, I want that power for myself."

"Goodluck trying to get it!" He said with in-flared defiance.

"Just think about it! With your powers combined with mine we could rule this world together forever! I could replicate that caring spell that he casted!"

"I'd rather die than join you!" He defiantly said with a stern look on his face.

"Then you leave me no choice." All of his minions aimed with there arms straight out just like before. "I'm sorry old friend. But if you will not become my servant, I cannot allow you to live to serve the forces of good either! Fire!"

"No!" Yelled Wishbear from the ship which now circled around this part of the circle at about five miles per hour. All of the bad guys looked up at the helpless carebears.

"Carebears, line up!" Yelled Tenderheart bear. "Countdown 4, 3, 2, 1,"

"Stop!" Yelled Professor Coldheart. "If you blast us with your stare, the whole castle will fall apart along with your precious friend!"

"Hold your fire!" Yelled Tenderheart in frustration.

"Wise decision! Now back off!" All of the carebears broke off there formation. "Amohahaha! You see Joaquin. If you will not serve us, your destiny will be sealed here forever in your death and doom!" Joaquin only stood there silently and looked at the time on the caring communicator.

"No man can dictate to any man what his destiny has for him because if that were true, I would have died a long time ago!" He said as he put his communicator away inside his right pocket. "Now do your worst!"

"Fire!"

"NOoooo!" Yelled all of the carebears as they all blasted at him in one accord causing all kinds of smoke blocking everyone's view. Then an explosion took place at the center where they had blasted. "Joaquin! Please forgive us for we have failed!" Said Trueheart as she was embraced by Nobleheart horse crying in tears.

"He didn't deserve to die!" Said Grumpy bear.

"He was a brave fellow," Said Braveheart Lion. "Looks like we have no choice but to leave now."

"But before we do, let's finish off Professor Coldheart's castle. Its the least we can do for Joaquin," Said Lonesomeheart bear. "Its what he would have wanted. They must not go umpunished for this evil deed!"

"Line up carebears!" Said Tenderheart with a veangeful look never seen in him before. "Countdown, 4,3,2,." The smoke cleared just before they said stare.

"Hold your fire! He's still alive look," Yelled Lonesomeheart bear. All the carebears looked intently and then they saw him standing by the collapsed tower. "He's still alive!" All of the carebears cheered loudly. "We still have a chance to save him!"

"But how? We can't get to him!" Said Tenderheart bear.

"And if we go to land, they'll destroy our ship!" Said Nobleheart horse.

"Have a little faith in our friend." Said Redemptionheart bear.

"How is faith going to help us save Joaquin?" Said Wishbear impatiently.

"He's made it this far on his own. Lets trust that he will come up with a way to escape on his own. Let's just be ready to help him when he does."

"No!" Yelled Wishbear.

"What else can we do Wishbear? Hope and faith are all we have to rely on now." Wishbear reevaluating the situation knew this was the most logical step to do. The carebears now looked on to see what would happen next.

"I won. I beat the most powerful being!" Said Coldheart rejoicing. The smoke now was all clear but saw no pieces his body. "What is this? Where is he!"

"Right behind you!" When they all turned around, they saw him standing there with his double edged saber drawn out with Aqua bear's body laying on his left shoulder. Joaquin glanced up at the carebears ship and it was just above him as it was now beginning to circle back around to the other side. Then he faced his adversaries. "Did you honestly think I would go down that easy? You forget Professor that I used to train here over the years on this castle."

"No amount of training would have been enough to survive a blast like that! How did you do that?"

"Wouldn't you like to know!" Joaquin said slyly. Then the professor noticed that Joaquin was now bleeding on his right shoulder.

"You didn't completely escape unscathed," Said the Professor. "I now see that life is pouring out of you!"

"No pain no gain right? At least that's what you used to tell me at the time when me and you used to train together at one point."

"Yes. But I also told you to avoid all injury lest your enemies expose it!" Joaquin looked up again at the carebears ship as it now was half way to the other side. 'I have to time this just right or I'll be saying hi to my parents soon'. He thought to himself. He then heard a low moan from Aqua bear as he shifted his feet inside Joaquin's orange backpack while he hugged Joaquin and lightly brushed his cheek affectionately against Joaquin's face. 'Hang on my friend. We'll make it.' Thought Joaquin to Aqua bear as he affectionately petted his head in return.

"Enough talk, attack Frostbite and Auntiefreeze!" They both ran in charging at Joaquin with both of there sabers drawn. Joaquin prepared himself. As they both slashed at the same time, Joaquin blocked both attacks at the same time with both of them trying to slash downwards as each blade of his individually was blocking theres. Joaquin easily overpowered them both pushing them back with just enough force that they now stood facing him. Auntiefreeze side swiped at Joaquin who easily blocked it. Frostbite came in with his short blade side swiping at his legs from the other side. Joaquin jumped over his blade and kicked Frostbite away and landed on both feet. Joaquin then swiped fast and hard from side to side and vertically. He quickly swiped at her as she barely managed to block each blow going backwards losing ground to her opponent. Joaquin eventually knocked the saber from her hand without slicing it off. Then immediately put his saber towards her throat.

"Please don't kill me!" She begged.

"Then go back to your master!" She slowly backed off then ran back towards the professor.

"Antifreeze," Said the professor. "You have failed me yet again!"

"I'm sorry Coldheart!" Auntiefreeze said apologizing.

"I'll deal with you later!" Said Professor Coldheart.

"Joaquin look out for Frostbite!" Yelled Trueheart bear as Frostbite came at Joaquin from behind. Joaquin did a back flip while hanging onto Aqua bear avoiding Frostbites slashing attempt at his legs.

"What! Where did he go?" Joaquin landed right behind him cupped both hands together and unleashed his Kashikakayha attack. A dark blue energy form came out of his hands blasting Frostbite from behind knocking him off of the castle.

"No. Frostbite! You'll pay for that. Dr. Fright, how come your not helping me?"

"You told me not to interfere remember?"

"Forget what I said and help me to destroy him!"

"Very well," He said as he ran to where Joaquin was and drew his saber. "Oh what a glorious prize you will make when I defeat you!"

"That's just it. You have to beat me first which you have never managed to do before!"

"Shut up. Today you will be defeated!"

"All talk and no action!" Dr. Fright thrusted his sword at Joaquin's chest. Joaquin avoided the attack by simply stepping sideways. Dr. Fright pulled his sword back and tried the same attack again and the same result happened. "Hold still!" He then slashed out and across at Joaquin's waste. Joaquin blocked it and used the heart knocking him backwards over the side of the castle which lay a good twenty yards away from him. The carebears cheered him on. Joaquin looked at both of his own hands in amazement.

"I guess not all of Aqua bear's spell has gone away yet. The heart is with me much more now than it ever was before!"

"Ice demons, attack!" Commanded Coldheart. The six remaining ice demons all lined up single file. "What are you doing? Attack together!"

"We are sick of doing this your way. From now on we will fight our way. Honorably!"

"You dare disobey me!"

"Remember Professor. You called us to help you from another dimension. You did not create us! Therefore we will do this on our own!" Joaquin looked up and now saw that the ship was just a quarter turn away from the rescue position they were anchored in before. But he knew the ship would be a good distance away from the cliff unlike before. "Are you ready to fight us one on one?" Yelled the head iced demon.

"Actually, how about all at the same time!" Joaquin thrusted his sword arm back and threw his double edged saber right at the head iced demon slicing him in half. The blade continued to slice them all in the same fashion until they were all cut in two and lay lifeless. Joaquin's blade came back to him right in his hand.

"I'll get you for this!" Shouted the Professor pumping his fist at Joaquin.

"Oh you want this? Here!" He threw the double edged saber at Coldheart with Auntiefreeze standing behind him. He ducked and avoided the attack. When he got back up to face Joaquin, he was not there. Instead he saw him running past him towards the other side.

"Someone stop him!" Shouted Professor Coldheart. Joaquin continued sprinting across. Coldheart reached out with his hand took aim and fired at Joaquin. But he missed as his vision blurred and his arm trembled from muscle fatigue. Joaquin continued to run and now only had twenty five yards left to reach the other side.

"What is he doing? If he doesn't stop he's going to fall off the cliff!" Said Nobleheart horse.

"That's brave of him, but I don't know what he's trying to prove!" Said Braveheart Lion.

"Just be ready to help!" Yelled Lonesomeheartbear. Everyone stopped talking and focused on the situation at hand.

"You will not escape me!" The Professor launched one final attack as Joaquin jumped from the edge of the cliff off of his right foot screaming, "Geronimo!"as he leapt. The carebears were completely speechless as he was now up in the air with there boat a good fifteen feet away from the cliff. When he was halfway between the cliff and the boat, Coldheart blasted him on his left foot which now had a huge chunk of ice on it. Joaquin used his heart's power instinctively to thrust his body forward towards the ship. He closed his eyes with arms stretched out not knowing if he was going to make it. Then he felt something on both hands and clung to it. As his body swayed violently forward, he managed to maintain his grip. He opened his eyes and saw that he had made it. He hung on with both hands tightly gripping the railing.

"I hate heights!" Said Joaquin outloud. All the carebears stood in awe at this spectacle for a good two to three seconds. "Uh, carebears? Are you going to help me? I'm slipping!" He shouted as his left hand lost its grip. Wishbear the closest carebear to him reached towards his hand but missed as he slipped to his right.

"Joaquin. Give me your hand!" Said Wishbear as she made yet another attempt to save him. Joaquin tried to swing his left hand to Wishbears, but lost his grip on his right hand. Joaquin now was screaming as he now felt air rushing through his hands. But just when he expected to fall down the cliff, he felt a warm furry hand now clutching onto his left hand. When Joaquin opened his eyes, he saw Wishbear's paws connected with his hands as she was hanging just like he was with only the her feet hanging upon the railing. "Hang on Joaquin!" As she was quickly slipping, she felt other hands around her ankles.

"Stay still Wishbear!"

"I'm trying Braveheart!" She said back as she recognized the lions voice. Then Grumpy bear wrapped his arms around Bravehearts waste pulling back as another bear did the same until they all hung onto one another pulling in one motion. Finally with one final heave, they pulled Wishbear aboard along with Joaquin. Everyone was panting heavily after that. Nonetheless, Joaquin looked overboard astonished that he even made the jump.

"This isn't over fuzzy wuzzies! I will destroy you all! Frostbite, ready the cold blooded death ray!"

"Right away boss! It shall be done." After he was done doing his stupid salute, he ran off to the entrance of the tower, Then he reappeared afterward on one of the towers which split in two, revealing a good sized gun. It was so big that Frostbite sat where the trigger was suppose to be with his goggles on his eyes.

"Activate the trigger sequence!" He did so and everyone heard a low hum vibrating from underneath the ground from which Frostbite sat. "Now aim and fire at that cloud boat!" After Frostbite was done taking aim, all of the carebears were scrambling all over the place panicking while Joaquin stood still looking at his caring communicator. "This day I will finish you all off carebears! Once again evil and uncaring shall prevail once more!"

"Joaquin what are we going to do? We can't get out of range of that gun in time!" Said Brightheart racoon as he ran around the boat panic stricken. Joaquin remained calmed and said...

"10...,9...,8...,7...,6...,5...,4...,3...,"

"What are you doing!" Cried Brightheart as he was counting down, the gun now had all of its energy concentrated ready to fire.

"2..., 1...!" Then Joaquin looked up just as the Professor gave the order to.

"Fire!" Frostbite was about to pull the trigger until a great explosion went off which everyone heard that came from beneath the castle. "What in hell's name is going on?" Everyone stood there clueless not knowing what to do. After the blast took place, the professor looked up at a smiling Joaquin. The Professor then knew exactly what happened. "Fire Frostbite before its too late!" As he fired a great beam of pink energy came forth slowly.

"Look at that carebears!" Shouted Joaquin as he pointed at a crack coming up from the bottom of the castle which reached the top in less than three seconds splitting the castle in two.

"I don't get it? What's going on Joaquin?" Asked Nobleheart Horse.

"You'll see, Just watch." All the carebears along with Nobleheart Horse turned and faced the castle. The castle was now falling apart from side to side and was coming down.

"Everyone retreat," Said the Professor Coldheart, "To the balloon!" As they were all trying to escape, they were unable to escape and fell with the castle.

"The energy blast!" Panicked Tenderheart as the big hot pink wave of energy came forth slowly at the carebears boat. Joaquin cupped both hands together and just like before thrusted them forward while shouting, "Kashikakayha!" Joaquin's humble blast met with the ray of energy which slowed it down a little, but it would still hit them if they didn't do something quick.

"That stopped it!" Celebrated Wishbear.

"Its not over carebears! I can't stop that blast of energy by myself! At the rate its coming, it will still hit this boat!" Shouted Joaquin.

"Then its time for the carebear stare! Carebears line up," Said Tenderheart bear. They all lined up around Joaquin with bears and cousins on both sides. "Countdown 4,3,

"HURRY UP CAREBEARS BEFORE WE DIE UP HERE!" Yelled Joaquin at the other carebears.

"Stare!" They all stared together joining with Joaquin's blue blast in perfect harmony. Boom! Both of the great energies collided together with the ray about 10-15 feet away, but was stopped dead in its tracks. But instead of disintegrating as expected, like a comet the ray that threatened there ship was getting no smaller.

"What's going on Joaquin? Howcome its not disappearing?" Questioned Tenderheart bear.

"Because it has all of the concentrated energy of the cold."

"What are we to do?" Questioned Trueheart bear.

"The only thing we can do. Keep that ray at bay until we get clear of it." Said Joaquin as they were all blasting together against the hot pink ray. After another five seconds had passed, the carebears were weakening.

"I can't keep this up much longer!" Complained Goodluck bear as he was showing signs of fatigue along with about ten other bears.

"Don't give up goodluck," Said Tenderheart bear. "We need you to hang on for just a little bit longer!" Everyone was faltering except for Joaquin, Wishbear, Nobleheart, Trueheart, Braveheart Lion, and Tenderheart. The bears began falling out one by one until it was just Joaquin and the ones mentioned before who were now beginning to falter a little bit. "Its no use!" Said Tenderheart bear as he now fell to the ships floor tired. "That blast is just too much too stop!"

"Ah," Said Braveheart Lion as he fell also. "Your right. Its just too big to stop!" The other leaders also fell in fatigue and anguish. Now Joaquin was the only one left standing firing away.

"Joaquin? How are you holding up? Your our last line of defense," Said Wishbear as she lay on the ground. "Were sorry we can't help you now!"

"Yes! Don't give up!" Cried Nobleheart Horse.

"Were doomed," Cried Grumpy bear. "Its closing in on us! We are going to die!"

"Umphahhh," Cried Joaquin loudly as all the carebears now looked to him. "I didn't come this far to fall to a pink sissy energy blast! I will not be defeated! Awwwww!" As he screamed, the ship shook violently knocking everyone aboard down. Except for Shimmeringstar who still stood strong increasing his energy blast until it was twice the size that it was before. "AHHHHHH!" He continued to scream in his battle cry as the ship moved and shook violently.

"I have never seen or felt that much power," Shouted Lonesomeheart bear. "Its like he has an unlimited supply!"

"How does he do it?" Said Redemptionheart bear. As the carebears hung on too the ships railing and whatever else they could find to help keep there balance, they stood in awe at this spectacle of raw power and determination.

"Just keep it up for just a little longer and will be out of range," Shouted Brightheart racoon. "You can do it! Your the only one who can!" As everyone cheered him on, Joaquin seemed to feed off of their enthusiasm as his energy wave was still getting thicker and thicker with each passing moment.

"Ok Joaquin! You can stop blasting now. We are out its range!" Said Brightheart racoon.

"I can't!" Said Joaquin.

"What do you mean you can't stop?" Consulted Trueheart bear.

"Unfortunately, unlike your blasts, I have to wait until this cycle of energy passes from my body." The carebears stood helplessly looking at Joaquin as the ship continued to shake with his energy.

"Is there anything we can do to help?" Said Trueheart bear.

"No! Just hang on and ride the wave until it passes from me!" Answered Joaquin. Now the ship was well out of range but Joaquin was still blasting as it now past them. Finally, Joaquin's energy blast began to break. It shrunk back to normal for about a few seconds then dimmed to a very thin line until it completely dissipated. All of the carebears surrounded Joaquin and cheered loudly.

"You did it!" Said Cheerbear jumping up and down.

"Your the best Joaquin!" Said Wishbear as she jumped on him and gave him a hug. Joaquin crumpled to the floor weakly. "Joaquin what's wrong? Are you ok?" Wishbear gently put her paw around the back of his neck while holding his hand with the other.

"I'll be fine Wishbear. It just seems that my lack of sleep is catching up with me."

"Lack of sleep?"

"Yes. I've been up the last forty eight hours." He heard voices of concern as his vision was now turning blurry.

"Joaquin! Hang on. Hang in there!"

Please keep checking back to read the first part to this saga.