Meanwhile back with Atticus, Kim, Jason, Friend Bear and Secret Bear...
"So, you're Care Bears, and you came from a magical place called Care-A-Lot where you help kids who need help with friendship, support, and basically anything, and you're strong enough to take down dark forces if more of you are all together?" Atticus asked.
Secret Bear and Friend Bear nodded as all of that was true.
"Hmm... Interesting..." Atticus replied. "Wonder why Drell had me and Cherry meet you guys. I mean, we've been best friends since we were little kids in an orphanage."
"Maybe it was because of your fight in the arcade." Friend Bear frowned which caused Atticus to stop in his tracks.
"Oh, you know about that?" Atticus asked.
"We know just about everything," Friend Bear said while Secret Bear nodded. "We watch all children and help them, especially if they have a friendship problem like this."
Atticus looked back, a bit softly. "I guess it was a bit of a childish fight..." he then said. "I mean... It's only a game."
"It's not too late to apologize." Friend Bear smiled.
"Yeah, but the question is how I do I find Cherry when I don't know where she is?" Atticus asked.
But before Friend Bear or Secret Bear could say or whisper anything, they were soon transported away and to Care-A-Lot.
Care-A-Lot appeared to be a fluffy and cloudy world filled with more and more colorful and different Care Bears, it looked like something out of a children's storybook. Atticus, Kim, and Jason all looked rather surprised and overwhelmed.
"Oh, my stars, you brought visitors!" The pink Care Bear gasped. "What're they doing here?"
"We didn't bring them; they just came along," Friend Bear explained. "Someone brought us here."
"I knew it! Baby bear mischief." The slightly dark blue bear said firmly as he looked at a light blue baby bear and a light pink baby bear.
The baby bears looked a bit nervous as they were being blamed.
"What're we gonna do with the children?" The light blue bear wondered.
"I don't know, this has never happened before." The pink bear replied.
"Perhaps we can let them stay?" The yellow bear suggested.
"Hey! Could we say something?" Jason spoke up, making the bears look to them. "Where are we?"
"I'm guessing this is Care-A-Lot." Atticus remarked.
"You're right." The yellow bear smiled.
The bears soon got into a group to greet their visitors. Atticus gave a small smile back.
"We're the Care Bears!" The group soon announced to their visitors.
"More friends...?" Kim and Jason asked, a bit overwhelmed at first.
"Welcome to Care-A-Lot!" The yellow bear announced.
"Can we have a tour of the place?" Atticus asked.
Kim glanced to him while Atticus gave an open-minded smile as she looked annoyed already.
"Okay, but we're not gonna like it." Jason said as Secret Bear tugged on his arm before taking Kim's arm and went off with her to explore Care-A-Lot up close.
Secret Bear smiled, wearing a hat and cane with a suit as they came to take a look around the magical world as the other Care Bears bowed to them on their way over.
'This calls for a song.' Atticus thought to himself.
"I know you're thinking that nobody cares, You've got some feelings you don't want to share, But if your troubles stay all stuck inside, They are going to grow 'til they are too big to hide~," A voice sang as Secret Bear had the top hat low on her head before it then popped off and landed onto Jason's head, making Kim giggle to him. "I know you are trying to steer so clear of friends, You've had a few that have left you in the end, I gotta tell you it ain't always so, Somebody loves you who ain't gonna go~"
Secret Bear soon tried to get the door open by herself, but seemed to have trouble before the rest of the Care Bears began to help her. Atticus smiled as Care-A-Lot felt very peaceful and carefree so far. Kim and Jason looked curious until the doors soon opened up.
"So follow me and let me take you there, If you think nobody cares~" The voice continued to sing.
"Nobody cares~" The Care Bears sang together.
"Nobody cares like a bear~" The voice then sang.
Kim and one of the Care Bears soon opened one of the doors.
"You'll need a friend to get a big job done~" Friend Bear then sang to Kim.
"I guess sometimes two heads are better than one~" Kim sang back.
"You'll need friend to let your feelings free~" Friend Bear smiled as they rode down a rainbow like a slide together.
"Sure could use someone to talk to me~" Kim smiled back.
The kids began to have fun with the Care Bears. Secret Bear was then seen flying as Atticus laughed a little to himself.
"So make a friend and let me take you there, When you think nobody cares~" The voice sang.
"Nobody cares~" The Care Bears sang, forming a train as they slid on a rainbow to help Kim pull Secret Bear out of the clouds that she landed in.
"Nobody cares like a bear~" Atticus soon sang.
The purple bear soon brought over a present to the others. Kim and Jason opened up the present to see that it was a balloon, so Secret Bear caught it which made her fly up, passing by the dark blue bear.
"So don't go sticking by your own sweet self, You gotta take a chance on someone else, That's what its all about just being friends, And take a chance on loving again~" The voice sang as the dark blue bear soon took out a star and tossed it at the balloon, popping it which made a bunch of confetti spill out.
Friend Bear and the bright yellow bear soon rushed over with a cake to catch Secret Bear from the fall, and where they were successful, and where the dark blue bear was shown to be in the cake with her and luckily, didn't look grumpy about the cake batter as he licked some off his nose. Kim and Jason smiled as they came to have some too.
"And follow me and let me take you there, When you think nobody cares~" The voice sang as the group wandered into Care-A-Lot together as a couple of bears tossed hearts out to them like flower petals.
"Nobody cares~" Three bears sang together.
"Nobody cares like a bear, When you think nobody cares~" The voice sang again until the song ended.
"Nobody cares~" The bears sang until they blew heart-shaped bubbles.
"Nobody cares like a bear~" The voice then sang, ending the song.
"This place is like paradise." Atticus smiled.
"Glad that you like it." Friend Bear smiled back to him.
Being with the Care Bears soon taught Kim and Jason how good it was to have friends.
"I really hope Cherry's okay... Wherever she is." Atticus said, trying not to worry.
Meanwhile, back with Cherry...
Fetuccini hummed to himself as he put curlers in his hair to get ready for his upcoming show.
"This guy is officially worse than Drell." Cherry muttered.
"Thank you!" Drell's voice said in the form of a gecko, coming down the wall beside her.
"Yaugh!" Cherry yelped, jumping back a bit. "Is this gonna be a normal thing with you?!" she then glared.
"Yes," Drell smirked before noticing the book that spoke. "Oh, no..."
"Nicholas..." The book called out.
Cherry shuddered. "That voice gives me chills."
"Nicholas..." The book continued to speak as the boy then woke up.
"Who are you... How do you know my name?" Nicholas asked the book.
"I am a spirit, Nicholas..." The book replied. "Your friend... I know many things... Almost everything."
"She's right about that." Drell muttered to himself.
Cherry glanced over to him as she felt really freaked out right now.
"Everything?" Nicholas asked the book, coming out of the chest.
"I know how you can earn more friends~..." The book told him.
"Really?" Nicholas beamed. "How?"
"With... Magic!" The book replied.
"Uh, Nicholas, I don't think this is such a good idea." Cherry said nervously.
"Of course it isn't." Drell whispered.
"Get me out of here." Cherry begged him.
"I think you should help him." Drell replied.
"I said get me out of here!" Cherry repeated.
"Cherry, if he unlocks that book; no one will ever be able to care anymore, they'll feel nothing, no emotions at all." Drell whispered to her.
"Oh, so you mean everyone will be just like me..." Cherry said before smiling weakly. "Yaaay."
"Cherry, you have feelings," Drell reminded her, pointing to her chest a bit. "Especially in here. You feel lost because you're separated from Atticus, and now you feel bad for that stupid fight you guys had. Am I right?"
Cherry bowed her head. "Well... I guess... Sorta..."
"When I say 'Am I right?', it's a rhetorical question, because I'm always right!" Drell told her.
"Okay, okay, you're right, but as long as he doesn't unlock that book, we're safe." Cherry said.
"Have fun." Drell said before going off.
"Wait! Don't leave me alone here! Drell!" Cherry cried out before groaning. "Ugh... How do I get myself into these messes?!"
"Magic?" Nicholas asked the book even after he heard what Cherry said.
They soon heard Fetuccini still humming.
"Oh, but not just magic tricks... Real magic that can make your upmost wish come true~..." The book replied as pink flames puffed up beside the blonde boy.
Nicholas smiled hopefully before shaking his head briefly. "Y-You mean, you can use magic to get people to like me?" he then asked.
"No, but you could..." The book told him as a golden key soon appeared in the lock. "All you have to do is undo the lock..."
"Don't!" Cherry gasped.
Nicholas soon turned the key in the book once it appeared physically, cracking it open instantly.
"Oh, no!" Cherry gasped.
The book then brought out some magical energy which pushed them back against the wall.
"Hey, what are you doing in there?" Fetuccini complained.
"Oh, nothing." Cherry said in a bit of a sassy/innocent tone.
Fetuccini seemed to look concerned as he didn't hear Nicholas saying anything. Nicholas began to stand up as the book seemed to morph more magic onto the pages, showing a face.
"Ugh... Kinda looks like The Evil Queen's Magic Mirror face." Cherry shuddered.
The face seemed to smirk at Nicholas.
"Nicholas! ...Nicky?" Fetuccini called out as he sounded worried for once. "Hey, are you okay in there?"
"Read this..." The face smirked, showing a spell.
"Ga... Zord." Nicholas read the spell.
The door then slammed shut as the magician came out to see his little helper.
"Hey, that was actually pretty helpful." Cherry smirked a bit.
"Wow! Did I do that?" Nicholas asked.
"You can do a lot more~" The face smirked to him.
"Hey, Nicky, open up! The door's stuck!" Fetuccini's voice called out from the other side of the door before pounding on it.
"Read... Read!" The face urged.
"Iz.. Kabibble?" Nicholas glanced at the other page.
"Hey, Nichol-" Fetuccini called out before his voice drowned out a bit.
"Great... Now open." The face smirked.
Nicholas soon opened the door to find Fetuccini behind the door, but he seemed to fall into a deep sleep. "Hey, it worked!" he then smiled to the face. "Your spell worked!"
"Whoa." Cherry said.
"Well done, Nicholas..." The face smirked. "He'll only be in a deep sleep only long enough for you to take over his magic show..."
"B-B-But I couldn't!" Nicholas replied nervously.
"Yes, you can," The face urged him. "You must! This is your chance to show that you are a greater magician than he! They love him for his magic, they'll love you for yours! I will help you!"
"I've heard just about enough of you!" Cherry said as she came to shut the book.
"Nicholas, stop!" A voice spoke up.
"Atticus?" Cherry asked hopefully.
However, it was not Atticus, it was yet another Care Bear. "This isn't the way to make friends!" he then told the blonde boy.
"Who are you?" Nicholas asked the brown bear.
"I'm Tender Heart; a Care Bear, your friend." The bear replied as he stepped over.
"Trust him, Nicholas; he's telling you the truth, and I'm your friend too." Cherry told the blonde boy.
"Friends?" The face scoffed. "Where were they when you needed them?"
"What matters is we're here now!" Tender Heart glared, jumping up to stand up to the book while Nicholas looked bewildered. "And Nicholas needs us the most."
The face soon snarled, turning evil which scared Tender Heart into a cage which soon shut and locked once he was inside of it, making her laugh. "You see, Nicholas? Magic can do anything you want it!" she then smirked to the blonde boy.
"That's not true!" Cherry told Nicholas.
"Perhaps you'd like to be locked up too with the bear!" The face hissed.
"You don't scare me!" Cherry glared. "Drell is scarier than you."
"What do you say to this then?!" The face hissed, shooting her into the chest and shutting the top, locking her inside.
"Hey! Get me out of here!" Cherry cried out, trying to punch her way out of the chest, but couldn't.
"Hey... Neat." Nicholas smiled, a bit entranced from the magic.
"Magic isn't the answer, Nicholas," Tender Heart told the blonde boy. "Your feelings can help you find the true answer."
"It's true, Nicholas!" Cherry added from inside the chest. "Wow, I'm starting to sound like Atticus."
"Don't listen to them~..." The voice smirked. "There are dozens of children out there... Waiting to see your magic."
"They'll love me just like they like The Great Fetuccini!" Nicholas beamed as he grabbed the cape and top hat off of the rack by the door, taking a hold of the book. "I know all his tricks. I'm not doing anything wrong."
"Yes, you are!" Cherry muffled. "That book is clearly evil!"
"He won't succeed... The Spirit doesn't care about him, but I do; hold on, Cherry, I'll get you out of there in a second." Tender Heart said before he used a special power, unlocking the cage door and freeing him before he dropped down, taking the key, and came to get Cherry out of the chest with his special power again.
"How are you gonna do-" Cherry rolled her eyes before looking surprised that the chest popped open. "What the-?"
"You're lucky I had enough power to do that on my own." Tender Heart said to her.
"Thanks, also, how do you know my name?" Cherry asked as she got out of the chest.
"Care Bears know just about everybody, especially when they have a friendship problem," Tender Heart said. "I sense you're feeling guilty about your argument with your best friend, Atticus, from early childhood."
Cherry turned away, wiping her eyes a bit. "It was just a stupid fight... He probably never wants to see me again anyway..." she then said, a bit emotionally.
"That's not true; I'm sure he misses you just as much as you miss him." Tender Heart smiled.
"What are you anyway?" Cherry asked. "Some stuffed animal come to life?"
"I told you, I'm a Care Bear," Tender Heart smiled. "I come from Care-A-Lot. We help boys and girls in need, such as you, Atticus, and even Nicholas."
"Speaking of Nicholas, we better go stop him from using any more spells." Cherry said.
"Come on then." Tender Heart told her.
Cherry and the Care Bear soon went off together as some kids came into The Great Fetuccini's tent to see a magic show. Tender Heart saw the key and quickly swiped it as he went to leave with the perky goth.
"Hopefully we're not too late." Cherry said.
The kids smiled a bit as they sat in the crowd, awaiting for the magic show.
"And now, The Amazing Nicholas will pull a dove out of his hat!" Nicholas smiled nervously before taking off his hat and went to reach into it.
The face in the book chuckled a bit as a bunch of water splashed out onto the blonde boy. This caused the kids to laugh at Nicholas. The book chuckled a bit as Cherry and Tender Heart soon rushed into the tent to see what was going on.
Nicholas soon slipped on the stage as the kids continued to laugh at him. "Stop it!" he then cried out.
"Oh, I knew this was gonna happen." Tender Heart frowned.
"Make them stop laughing!" Nicholas begged the book. "Make them stop!"
"Only you can do that," The book smirked before turning the pages a bit. "Here... Teach them a lesson~"
"A-A lesson...?" Nicholas asked, feeling unsure.
"Come on!" A boy called out from the crowd. "Make us laugh!"
"Ooh, I'll give you all something to laugh at in a second." Cherry glared at the laughing kids.
"A lesson they will never forget!" The book smirked to Nicholas.
Nicholas glared at the laughing kids and soon cast the spell. "Simma sot... Raddy dot-"
"Nicholas!" Tender Heart cried out, trying to stop the boy. "No!"
"Kazort nee!" Nicholas then concluded the spell.
Cherry soon ducked down so the spell wouldn't hit her. The spell soon hit the kids and they all glared and began to argue and insult each other.
"Oh, man, he turned them into YouTube commenters." Cherry remarked.
"Now they know how you felt all your life in the world," The face smirked to Nicholas. "Now they feel... Nothing."
"Nicholas, what have you done?!" Cherry cried out.
"Only from what they did to me!" Nicholas replied. "They deserved it!"
"Nicholas, they don't deserve this!" Cherry told him. "They deserve to care and love."
"Please, listen!" Tender Heart added.
"Nix... Fix... Sticks!" Nicholas soon recited the next spell.
"This is only the beginning..." The book said evilly as a tornado soon broke out of the tent as the kids in the background continued to fight each other.
"Is there something we can do?!" Cherry asked Tender Heart. "We gotta stop this madness!"
"This is a job for ALL the Care Bears." Tender Heart replied.
"Then that means we have to go to Care-A-Lot." Cherry said.
"Please, come with me, Cherry." Tender Heart told her.
"All right." Cherry replied.