Prologue

The world of Care-A-Lot seemed very peaceful that morning, as it had the previous and the one before and every morning before that for what seemed like eternity. For as long as the city in the clouds stood, there were generally rarely any problems. The sun was out (somehow), and all seemed perfect in the colorful cloud city; a little too perfect, for a little too long. The next morning, however, was different; it was dark, and a bright deep red light shined in the distance. The Care Bears flocked back into their homes and locked their doors as the red light got closer.

"What could it be," Tenderheart asked, looking at the image over the horizon. Then, a tall figure rose up from the red light. He wore a dark flowing cloak, and seemed to glide across the clouds without a single footprint. Everyone slowly walked out of their homes, fearful, but also curious as to the identity of the cloaked stranger. He stopped just a few feet from the crowd that had gathered behind Tenderheart to see him. With a snap of his fingers, the figure's cloak evaporated away and he was revealed. It was a man with long jet-black hair and thick burly arms, with heavy metal braces around each wrist. He wore a dark and dirty fatigues jacket covered in dirt and blood, the sleeves completely ripped off by hand. A series of necklaces hung from his neck: the first was a set of silver dog tags, the second was a series of bones and teeth, and the third was a hellish arcane symbol pierced through by a sword with a serpent coiled around it. His thick legs were strapped to the brim with various holsters for knives, guns, and a set of long dark chains hung from his belt adorned with a broken and damaged skull the size of a monkey's head. Between his pursed lips, he held a lit cigar with heavy plumes of smoke rising out of it. One of them stepped forward and looked up at the man.

"H-hello," he said nervously. The man opened his eyes, revealing his burning scarlet eyes with dragon-like pupils as he lifted the cigar away from his mouth.

"Hello," the man said, blowing a long thick trail of smoke out of his mouth before returning the cigar to its original position. His voice-much like his appearance-was dark and foreboding. The mere utterance of that single word was enough to make the bear squeal in terror and flee back into the crowd. "The name's Noose," he said coldly. His dragon eyes glanced around the crowd and pointed a thick black leather-gloved finger at six of the bears in the crowd. Finally, he snapped his fingers and they disappeared into thin air.

"What did you do with them," Tenderheart asked, cringing as he awaited a response from the man. A disturbing and twisted smile spread across Noose's face.

"You'll see them again soon," he said, chuckling a bit. "Question is will you want to." with that, he vanished into thin air without a trace. It had been a full week since the six bears' disappearance. Braveheart, in an attempt to keep everyone's mind at ease, stepped forward.

"C'mon, everyone," he said, trying hard to sound confident and optimistic even though he was just as terrified of what Noose's return would bring as everyone else. "He said that they'd be back. There's nothing to worry about." The crowd obviously wasn't moved, but in fact seemed more restless than before. They all thought about what could be happening to their friends while they were in Noose's captivity, and all the terrible things that he could-and probably was-doing. The next day, the familiar red light shined in the distance, signifying Noose's arrival. However, the sounds of furious snarling also came. Noose did indeed return, but with him were six snarling and ferocious beasts. Among them, a wolf, a dragon, a crocodile, a rhino, a tiger, and something resembling a cross between a scorpion, a serpent, and a rat.

"What's wrong," Noose asked. "I thought you wanted your friends back." the beasts snarled and snapped viciously at them. They finally banded together, Care Bears and Care Bear Cousins, with Braveheart leading the group.

"We can always fix them back," Braveheart retorted. "Everyone, Care Bear Stare!" they all fired their energy at the beasts, which didn't seem to effect them as Noose simply smirked.

"Is that it," he mused. "My turn." he released the feral animals from their restraints and they brutally attacked the Care Bears, leaving almost nothing left of them. Some tried to run, but very few got far enough and were soon torn to bits. Within the hour, the beasts had mutilated nearly all of Care-A-Lot's population. "Leave nothing standing, boys," he ordered. The creatures began ripping apart the structures and buildings as Noose bagged one of the dying, surprisingly mostly in tact, Care Bear near his steel-toed boot. As he strode through the carnage, Noose began humming a cheery tune to himself almost sadistically as he strode to where Braveheart was hiding from the carnage. "So, Braveheart, ready to die?" Brave heart lunged at Noose, but he managed to punch the lion out of midair as he toppled to the ground. Noose kicked him in the jaw as he flew straight into a wall, coughing blood upon impact. "Stand up and fight, you coward." Braveheart again tried to charge at the man, but Noose drew out one of the chains on his belt and lassoed it around Braveheart's neck before throwing him down onto the ground.

"Just let me die already," he said defeated. Noose frowned slightly at this remark, retracting the chain from around Braveheart's neck and to his belt.

"I'll let you take one free shot at me," he offered. Braveheart staggered to his feet and attempted to swing weakly at Noose, but collapsed. "Pathetic." Noose threw the once-proud and noble leader of Care-A-Lot into his own chair, shattering it to pieces as Braveheart spit out his teeth and wiped off the blood from his face as he looked up at Noose through his bruised left eye, the right one having completely lost all vision entirely. Noose pulled out a revolver and loaded a bullet into five chambers before spinning it and cocking the gun. "I'm giving you one chance. All of this can be fixed, like it never happened; you can be stronger, better, more powerful than you ever imagined. All you have to do is submit to the King, and become his slaves forever." Braveheart spat a wad of blood into Noose's face indignantly.

"I'd rather die," he said. Noose wiped the blood from his face.

"Suit yourself." with that, he pulled the trigger. The bullet spattered Braveheart across the floors as the headless body fell limp and motionless to the ground, a pool of hot dark red liquid spilling from his neck and spreading across the floor rapidly. Noose left the room and whistled sharply, recalling the creatures as he looked out over the wreckage of the cloud city. He blew a final puff of smoke into the air, before pulling out a walkie talkie. "Vulture to Ravenwing, do you copy? Over." a voice on the other end sounded through.

"Ravenwing to Vulture, read you loud and clear," the voice responded. "Have you completed all objectives assigned? Over."

"Affirmative, Ravenwing," he responded. "Tell Griffin he's cleared for landing. I repeat, cleared for landing. Over."

"Copy that, Vulture," the voice responded. "Over and out."