It's the Care Bear countdown, 5, 4, 3, 2, 1!,

Bright Heart Racoon readied himself as Champ Bear dribbled, looking for an opening. He was out of his element more or less, his strengths was when he worked in the lab. His latest creation was a device was an automated machine that could increase their Care Bear Stare ability. From the side of the hall he could hear Cheer Bear giving one of her signature cheers. The Care Bears, well, cared about each other all the same, but Cheer was hoping Champ would win.

'Two, four, six, eight, Champ will score 'cause he's so great!' Cheer jumped up and down, her pink ponytail bouncing up and down behind her. Champ looked over and gave her a little wink before turning his attention back to the game. He started one way but then cut the other, passing Brightheart and broke for the basket. He made an easy layup as the buzzer sounded.

'Good game, little buddy,' Champ said extending his furry paw to shake hands. He won the majority of sport competitions, but was always gracious. He turned away after shaking hands when he nearly toppled over when Cheer jumped into his arms, throwing her arms around his neck. 'How did I do?' He asked her.

'Wonderful as always,' Cheer gushed as she hopped back into the floor. 'You did a good job to, Bright Heart,' she added with a smile. It was a genuine gesture, but Bright Heart felt that he needed to prove himself to Cheer so she would look at him the way she looked at Champ. Even the letter of their first names matched, it seems they were probably meant to be together. He waved to Champ and Cheer as he left the gym, waiting till he was out of sight to hang his head as he trudged to the lab.

Lightning flashed around the bleak castle that was high on the grey mountain. Dark grey and purple clouds hung in the air as smoke came out from the top, bubbling from the large pit in the middle of No Heart's sanctum. His latest plan to destroy the Care Bears, thus causing any caring to cease on Earth, was about to be unfurled.

'Beastly!' No Heart yelled out, his voice echoing loud enough it could be heard outside the castle walls. Mr. Beastly ran into the main chamber and up the stairs.

'You, uh uh, bellowed, boss?' He asked.

'I've just created my newest spell to be rid of those fuzzy bears.' No Heart reached over his cauldron and waved his hands, causing it to bubble and steam. 'This fog will increase in strength and size from the Care Bears frustrations, eventually overtaking Care A Lot forever! I want you to go there and find what causes their greatest frustrations so I can finish the last remnants of the spell. And remember what will happen if you fail...'

'Oh, not that again,' Beastly groaned, looking down at the floor as he covered his hat with his hands.

'Then I know you won't fail me,' Dark Heart whispered in a cold voice, his eyes glowing even more red under his shrouded face. He paused. 'Well, what are you waiting for?!'

'Ye-ye-ye-yes, boss, right away!' Beastly saluted as he dashed down the stairs and out of the chamber. Running to his patented flying machine, peddling with all his might as he flew out of site of No Heart's castle. Under his cloak, a semblance of a dark smile crossed No Heart's lips.

'This time I can't lose. All the caring those bears can muster will not stop my plan of ending all the caring on Earth,' he said, before breaking into a dark cluster of laughter, the sound of crackling thunder as a backdrop.

'Hmph, I really need to get some better exercise when No Heart doesn't need me,' Beastly thought to himself as he neared Care A Lot. Trying to keep his helicopter bike in the air certainly took a lot of energy, maybe he could catch a breather before looking into ways to disrupt the Care Bear's way of life. 'Care Bear cousin at 10 o'clock,' he gasped, taking his aerial device into the bushes. He pulled out a notepad ready to get any information he could.

'Oh man, I almost had you, Brave Heart,' Champ said as he and Brave Heart Lion crossed the self created finish line. 'Maybe, I guess because I was playing basketball earlier, I was just a little winded. Let's race again tomorrow.'

'I'll have to see, we have some chores planned in the Forest of Feelings,' Brave Heart said with a shrug. Champ frowned with disappointment.

'Oh come on, you can't just best me and not even let me have a rematch.'

'Alright, Champ, meet me by the Love Lake and we'll race again tomorrow then,' Brave Heart relented. 'Just don't pester me about it anymore.' He and Champ wandered away and were out of earshot as a snickering sound emerged from the bushes. Beastly had heard every word and found both irks from the Care Bear and Care Bear Cousin.

He hopped onto his bike and began peddling, lifting his air bike into the skyward and heading towards the main building, the Hall of Caring. Flying over head he caught other Care Bears at their more frustrating moments. Cheer Bear was having trouble coming up with a new cheer, whereas Grumpy Bear, while usually in a less that happy mood most times, felt more frustrated when Baby Hugs and Baby Tugs were engaging in baby bear mischief.

The main hall was used for official business of urgent matters, but the building also held other rooms for various activities. The bakery which was a special place for Treat Heart Pig, for making tasty desserts for friends and special occasions. The lab was on the second floor, and pretty much home exclusively to Bright Heart Racoon.

'Maybe this'll do the trick,' Bright Heart said to himself as he tinkered with the laser end of the amplifier. The realization has occurred to him that the Care Bear stare only worked so much. In their battle against the Spirit when it was controlling Nicholas, the Care Bear Stare along with the Care Bear Cousin Call was not enough strength against the Spirit. It took the caring of the children, Kim and Jason to break the spell.

Even during their fight with Dark Heart, his red lightning was able to disrupt the Stare and Call, allowing him to seemingly laugh in their faces. It was only after he realized he had trapped Christy in a horrible place that helped him to realize his feelings of caring for her, that and the caring of all the Bears, Cousins, John, Dawn, and whoever else could say out loud that they cared to help Christy. Children wouldn't always be around to help, the Care Bear family would have to fight their own battles eventually.

'But my calculations, that should do it,' he said wiping his hands on his purple handkerchief. 'I only wish that Cheer was here to see this. Though she'd probably wouldn't come up with a cheer just for one of my inventions. Though she did seem a little impressed with that automated bassinet I created for the baby cubs. I even named it after her favorite spice, "Pepper."'

Bright Heart had been instrumental in creating a more personalized experience in baby care from when they had been cubs after arriving in the Kingdom of Caring. The human children had at one time tried to take care of the cubs, with some help from the Little Star and Heart buddies starting up the mechanical conveyor belt. Though from Grumpy Bear having trouble by going thru it seemingly backwards, a more intimate, sophisticated device was one of Bright Heart's first inventions. He had a prototype on Earth with a female caretaker named Veronica, but he decided that it would be better left in her care.

'All for the Family,' he said out loud, his voice perking up, thinking it was only to himself. But it was the last piece of information that Beastly needed to complete No Heart's spell. One Care Bear certainly couldn't make a difference he thought to himself as he sped away in his air bike back to the castle.

'Ohh, No Heart will be so proud of me, knowing I did something good. I, I mean something bad, because doing something bad is good to us,' he said laughing to himself. 'Maybe he can build me a motor for this thing. It'd be so much easier.'

'Noooo Heart,' Beastly called it, 'I got the list right here. Everything that bothers the Care Bears.'

'Excellent,' No Heart said. 'Once I add this list, anyone the fog touches will cause all their frustrations to multiply and they will no longer have the desire to make others care. Throw in the list.' Beastly, who had been folding the list into a paper airline, gulped and sent it flying smoothly into the deep pit. A burst of lightning shot out from deep within the pit, as a layer of fog started to rise into the air. 'Come Beastly, with my spell, caring shall be wiped out, forever!'

With that, No a Heart turned into a large cyclone, pulling a yelling Beastly into the vortex. It wasn't the most pleasant any to travel, Beastly always felt dizzy after being dropped onto the ground after soaring thru the air while constantly spinning. No Heart flew thru the opening at the top of the castle, the deep cloud of fog falling right behind him. Their next stop: Care A Lot.

As the fog slowly drifted into Care A Lot, Champ was the first to come across it as he was running up the path.

'Oh no, it's No Heart,' he said as the fog started to engulf the bear with a trophy on his tummy. 'I have to warn the...guys who beat me in a foot race? Oh, who cares, I need to keep training so I can win!' Champ picked up the pace running towards the main Hall. Near the front door, Treat Heart Pig held a plate of sugary snicker doodles.

'Hey Champ,' she snuffled, 'would you like something tasty?'

'And completely ruin my training regiment? Forget it!' Champ snapped. The fog right behind him.

'I can't do anything right,' Treat Heart shrugged, feeling rejected by not providing an acceptable treat. She let the plate drop to the ground as snicker doodles littered the ground. As she stood there with her head hanging, Brave Heart stomped over them coming out the front door, Cheer right behind him, flailing her arms in the air.

'Brave Heart, I still need a word that rhymes with orange?' Cheer complained. It hadn't seemed like a big deal a moment ago, but now it was consuming her. Brave Heart seemed to have enough.

'Will you just let it go,' he scowled. 'Besides, who cares?' At that, No Heart began laughing from up the road. Everything was going as he hoped. If the Care Bears didn't care, who would convince the humans on Earth they should care when they were down.

Bright Heart walked down the stairs carrying his Stare generator. He was shocked to see all the Care Bear and Cousins yelling and complaining about unimportant inconveniences.

'What's going on?' He called out. Cheers. Baked goods. And races. All things that were minor, what was causing them to become so annoyed? He noticed how the strange fog seemed to becoming larger as the complaining became more prevalent. 'I hope this works,' Bright Heart said as he looked toward Cheer Bear. 'Care Bear, stare!' He turned on his Stare generator as he shot a warm glow from the center of his tummy, perfectly represented by the light bulb on his belly.

As the stare hit Cheer, her eyes widened as she seemed to shake off her feelings of frustration. Bright Heart smiled as he continued his powerful stare at the other Care Bears and Cousins, breaking them of the frustration spell, dissipating the evil fog. Everyone looked around, and realizing No Heart near by, realized his evil plan almost succeed. All the Care Bears lined up and held hands.

'Care Bears, count down; five, four, three, two, one, stare!' As the Care Bears shot their most powerful stare, No Heart cringed in disappointment.

'No, no. Not again!' He yelled as he resumed his cyclone form, taking a spinning Beastly with him. Something Beastly was certainly used to; not the spinning, but he and No Heart being dispatched by the Care Bears.

'Wow, Bright Heart, you certainly saved us, little buddy,' Champ said patting him on the back. Cheer ran up and threw her arms around him, giving him a quick kiss.

'You did it!' Cheer squealed with glee. Bright Heart could feel himself blush thru his purple fur.

'Ahhhh, shucks, I'm just glad to help the family,' he said, rubbing his foot into the ground. 'Well, I better head back to the lab and start on my newest idea.' He turned and started heading up the stairs. He felt a hand slip into his from behind, revealing to be Cheer Bear by his side, a smile on her face. Which he returned times ten.

The End