There were precious few things that Grizzle loved more than spying on the Care Bears and working on his new inventions. So, it would have come to no surprise when he had been able to witness the moment Grumpy's invention exploded all over Care-a-lot.

"Mr. Beaks, did you see that?!" Grizzle exclaimed to his spare part made companion in surprise. "Care-a-lot just went… purple! It's covered in some sort of goo, or…"

"Jelly?" UR-2 interrupted in his own thoughtful manner. Annoyed that he had been interrupted in the middle of his speculating, Grizzle turned to his robotic butler with his hands on his robotic suit's hips.

"Of course it's jelly UR-2." he said to the robot in a flat tone. "I can see that."

That was when Grizzle had an idea.

"And while those Care Bears are cleaning up their mess, it'll be the perfect time to execute my brilliant plan to take over Care-a-lot!" he gloated before going into his very well rehearsed evil laugh. Waiting a few moments for his boss to get the most out of this idea, UR-2 cleared his non-existent throat before interjecting;

"Have you noticed that your plots usually don't work?"

Taken out of his revelry now, Grizzle cast his robotic butler a rather dark glance.

"UR-2!" the small bear in a big suit commented, gesturing to a large blender behind him, "My Storm Stirring Cloud Beater is-"

"Foolproof." UR-2 once more finished for his boss- the sarcasm not lost in his voice. "I know. But, maybe you should try a different tactic."

"Like what Mr. Smarty-bolts?" Grizzle challenged, once more giving UR-2 the stink eye. It didn't phase the bot very much- instead he gave a slow blink before offering,

"Get the Care Bears to like you."

Hearing such a stupid phrase come out of his assistant's mouth, Grizzle immediately fell down to the floor in laughter. "Like me!" he even chuckled in between his outrageous laughter.

"If they like you," UR-2 then went on to calmly explain, "They'll trust you. And if they trust you..."

Grizzle, still on the floor, was still laughing when the realization came to him. The thought had come to quickly that Grizzle quickly scrambled back to his feet to exclaim, "It'll be easy for me to take over Care-a-lot! Ha!"

The bear turned to UR-2 and gave him a smug smirk. "See?" he taunted "I told you I had a brilliant plan."

"But it was my brilliant plan!" UR-2 pointed out. But Grizzle was now so engrossed in the idea that he had all but turned to robot out. Instead he grabbed UR-2 by the shoulders and practically shook his as he exclaimed;

"I'm going to make those little furballs not just like me, they're gonna LOVE me."

Despite being actively crushed by Grizzle's grip, UR-2 recoiled. "Oh, now that's pushing it."

Still decisively deaf to his assistant, Grizzle gave UR-2 an excited kiss before releasing him. "Time for me to get lovable!" he declared before heading to his main worktable.

UR-2 gave a shudder as Grizzle walked away to work on his new plan. "I'm sick to my stomach," he mumbled to himself, "And I don't even have one..."

. . .

"And that's what happened." Oopsy said as he finished his story. Getting it all off his chest now, he slumped back against Claire's body. She was still messing with the top of his head, and admittedly, it was making him a bit sleepy…

"Sounds like you just need to give everyone some space." Claire decided with a firm, sage-like nod. "You can't please everyone, and you had tried your best. Besides, it's not like you meant to ruin Grumpy's jelly machine."

"But I did." Oopsy interjected. "Now no one wants me around."

"I never said that." Claire huffed, almost sounding genuinely insulted. "If no one likes you being, well, you, then they're not really your friends."

"I-I know that, but it's so frustrating!" Oopsy interjected, throwing his arms out to emphasize his point. "What do I need to do, just for one day, so that everyone will like me?"

"I like you." Claire told him, moving herself so the two could almost look eye to eye. "Doesn't that matter?"

Oopsy opened his mouth to answer, but hesitated. Before he could give an answer, the sounds of Wingnut trying to get their attention as he came up the hill distracted the duo. When the little bot was close enough, he began to tell the two on why he was there.

"You've been looking all over for me?" Oopsy glumly repeated. "Why?"

Wingnut gave his solemn reply, but it didn't seem to satisfy Oopsy.

"Just 'missing me' isn't a really good reason, Wingnut..." the Care Bear mumbled under his breath.

"You'll need to apologize to Grumpy sooner or later, though." Claire pointed out. Wingnut even gave an agreeing little beep at the idea.

"I know..." Oopsy agreed. "Just.. not now. Not yet. I… I like it here with just you guys instead."

Claire and Wingnut gave each other the same rather disapproving look, but allowed Oopsy to stay for a few more minutes.

. . .

"I look fabulous." Grizzle decided as he admired himself in the mirrow. "And now, the secret ingredient."

With a snap of his fingers, UR-2 hovered over to him with his newest -and possibly smallest to date- invention on a rusted serving tray. Grizzle took it off the tray before continuing to gloat to no one in particular; "This special perfume I invented will make me irresistible! Those Care Bears will have no choice but to love me."

Giving yet another sinister cackle, Grizzle turned his attention to UR-2. "UR-2!" he commanded, "Go fetch my tie!"

"I already gave it to you." the robot replied without so much a blink.

"No you didn't!" Grizzle opposed, stamping his foot to the ground.

"Yes I did." UR-2 insisted. Mad that this plan was already starting out badly, Grizzle stomped away to look for the tie.

"Urg, it's got to be here someplace!" he shouted as he tossed his belongings here and there without much thought. UR-2 looked as well, daintily picking things up and then setting them back down as if it constituted for actually looking hard for the lost tie.

In the scuffle, Grizzle's large bottom bumped against the very wobbly table that the perfume sat on. The bottle fell off the table and fell to the floor, bouncing a short ways before falling down a grate in the floor. The bottle softly clinked against the pipes that led out of Grizzle's lair and down to Care-a-lot.


A/N: We made it to the four minute mark! Well, to be exact it's the 4:17th mark, but toe-may-toe, toe-mah-toe. I like writing this, but I do the dialog by ear, so I have to rewatch particular scenes over again. By the end of this, I'll either have a greater appreciation for this episode or hate it until the end of time xD