Patch went to go with the pink Care Bear and the green lamb who was known as Gentle Heart Lamb. They snuck by the magician's caravan before hiding away as the door suddenly opened. Nicholas laughed rather darkly as he came out the door and soon ran off.
'The evil spirit must have over taken him with evil magic.' Patch thought to himself.
Love-A-Lot and Gentle Heart tried to be careful as Nicholas went to get ingredients for his spell, going into the trash as the animals hid under the caravan before chuckled.
"Three apple cores," Nicholas chuckled darkly. "Just what I need!"
Patch went to hide with the Care Bear animals.
"Aha! One spider web!" Nicholas grinned, luckily not seeing them as he grabbed a spider web with a spider still on it. "My list is almost complete!"
'Must be a list of ingredients.' Patch thought to himself.
Patch was soon dangling on the other side with Gentle Heart and Love-A-Lot.
"A few more items... A few more magic words... And presto!" Nicholas beamed as he ran off. "A world without love!"
"L-L-L-Love-A-Lot, P-P-Patch, did you hear that?" Gentle Heart bleated nervously.
"We have to get word to the others before it's too late." Love-A-Lot suggested.
"Come on then." Patch said as he ran off with the bear and lamb.
"Hmm... Let's see; apple cores, spider's web, milkweed pod..." Nicholas said as he checked the items in his bag.
There was a rummaging heard from behind a ball throwing game booth.
"Huh?" Nicholas blinked and went to go that way to check it out, he then looked around before finding Cozy Heart Penguin and Secret Bear posing as stuffed animals, then grabbed something in between them. "A cigar butt! I almost missed it. Now, one last thing to find..." he then took off ominously.
"Phew." Cozy Heart and Secret Bear both sighed in relief.
Some tomatoes were soon seen being thrown before Playful Heart Monkey and Friend Bear were seen running.
"There they go!" One kid laughed before going to chase after them with his friend.
The other kid kicked a box out of the way as he ran with the first kid while the animals ran away together. Friend Bear and Playful Heart Monkey soon hid behind what was like a pipe organ.
"Phew! That was close." Playful Heart Monkey said before accidentally leaning on a lever, and where it caused carnival music to start playing.
Playful Heart Monkey and Friend Bear went to run off only to bump into each other and fall in the middle of the ground. Everyone else soon came out of their hiding places together.
"This way," Cherry suggested before running with Atticus, Kim, and Jason, only to run into Nicholas. "Uh-oh!"
Nicholas glared at them which soon made them stand up and run away from the blonde boy. Atticus, Cherry, Kim, and Jason soon ran into a fun house. Nicholas grinned as he went to go after them in there. Cherry walked carefully across a rickety bridge with the others. Once Nicholas came inside, the bridge seemed to shake with them on it before they made it on the other side, but he kept coming after them.
"Ooh, I don't like stairs." Cherry groaned as she saw a staircase going down.
"Don't worry, we'll get through this together." Atticus assured her.
Cherry soon tried to carefully walk down the steps with the others. However, the stairs soon turned into a slide which made them all slide down in surprise. Nicholas soon slid after them as Swift Heart Rabbit and Bedtime Bear stood by the levers and pulled one lever to make the slide back into stairs to make him trip down the stairs as the kids came into a swirling hole that would spin them around a bit.
"Someone make this thing stop!" Cherry yelped.
"Don't throw up!" Atticus told her.
"Saying 'don't' doesn't make me stop!" Cherry replied.
Nicholas growled as the kids kept trying to crawl out, but the hole was spinning too fast. Champ Bear and Lotsa-Heart Elephant soon pulled on the ropes to make the hole stop. And with it stopping spinning, the kids got out of the hole before Nicholas. Cherry panted and grunted before she soon went to catch up with the others.
Nicholas soon ran after them only for the hole to start spinning again. "Eraknoo!" he then called out which made the hole stop spinning and he fell on the ground since he stopped spinning at the top as he ran out of the fun house to look for his victims.
Soon enough, Cozy Heart Penguin came out of the water of the dunk tank, splashing Nicholas in the face. Nicholas glared and then came to zap Cozy Heart, but missed as the penguin ducked, leaving a scorch on the stand in front of the penguin. He then grinned, about to go right for the penguin.
"Hey!" Swift Heart called out before running toward the blonde boy and hopped over him before running the other way.
Nicholas soon continued to try to zap Swift Heart as Cherry, Atticus, Kim, and Jason hid behind the face-hole stands and they hid away while Swift Heart hopped around while mocking him. And where he kept on trying to zap the bunny but kept missing. Swift Heart kept hopping until he then tipped over some trash, ending up in the trashcan lid, spinning around a bit.
Nicholas grinned as he then went to zap the bunny, until looking down to see that he had stepped in some gum which made him smile rather than feel annoyed. "That's it! Icky, sticky bubblegum! I can add these ingredients to my final spell!"
Swift Heart looked relieved that Nicholas didn't zap her and soon ran off as Nicholas collected the gum off of his shoe.
"Let them try and stop me now!" Nicholas grinned before running off back his lair. He began to laugh as he made his way into one of the rides.
"Creepy kid..." Atticus shuddered.
"Almost looks like Judge Doom's true form." Cherry commented nervously.
"Uh, Cherry, where are Kim and Jason?" Atticus asked as he saw Kim and Jason were missing.
"They're right here." Cherry gestured outward.
Kim and Jason weren't beside her now.
"Oh... I guess they aren't." Cherry then gulped.
"They must be hiding." Atticus said.
Cherry and Atticus soon went to go and find Kim and Jason, hoping that they wouldn't get lost or taken by Nicholas.
"When I first heard of these Care Bear things, I thought maybe we were gonna have to hug a kid to make them happy and not let the whole world go to-" Cherry muttered a bit.
"Hello!" Atticus then called out. "Where are the other Care Bears?"
"They must be hiding too." Cherry said.
Cherry and Atticus began to look around for the lost kids and the Care Bear family.
They soon saw colorful spots in the carousal and went that way, luckily finding them as they seemed to also be looking for Kim and Jason.
"Kim and Jason must be hiding really well." Patch said.
"Stay close to us, Patch." Atticus told his dog.
"Guys, you see Kim and Jason?" Cherry asked the Care Bear family.
"You mean you haven't seen them?" Love-A-Lot Bear frowned in concern.
"Maybe they're hiding or afraid to show themselves." Gentle Heart Lamb shivered nervously.
"It might be safer for them if they're hiding." Atticus said.
Tender Heart soon slid down a pole as he had a suggestion. "Okay, Brave Heart, you round up your friends and try to find Kim and Jason," he then suggested to the lion. "Care Bears? Follow me."
"What are you gonna do, Tender Heart?" Cozy Heart asked the brown bear.
"We have to try and get through to Nicholas." Tender Heart replied.
"And make him believe that we really do care about him." Share Bear said as she slid down a pole before joining Tender Heart.
"And that he really cares about everything else." Love-A-Lot Bear added while going with them.
"With the Care Bear Stare?" Cherry guessed.
"That's right, Cherry." Share Bear told the perky goth.
"I wish there was someway we could spread our feelings like that." Gentle Heart Lamb pouted with the other animals.
"Just by showing someone you care is enough." Atticus smiled.
"There's always ways of showing you care, Gentle Heart," Love-A-Lot Bear added. "Always."
"Let's go!" Brave Heart told the other Care Animals. "We don't have much time!"
"Come on, Cherry, we gotta help!" Atticus said, running off with the Care Bears.
Cherry looked over and then followed after him.
Meanwhile in the castle ride...
Nicholas cast a new spell as he began to look more and more evil from the spirit controlling him.
"Good... Now the final ingredient," The spirit replied wickedly. "Quickly!"
Nicholas then took out his shoe which had the gum on it, though he seemed to stop himself.
"Why are you stopping?!" The spirit glared at him.
"I-I-I... I don't want-" Nicholas stammered.
"You don't want to? You must! You can't care about anything!" The spirit told him.
"NO!" Tender Heart Bear cried out as he soon appeared.
"It's too far to stop! You can't stop!" The spirit controlled Nicholas again as Cherry, Atticus, and the other Care Bears arrived in a roller-coaster.
"Stop!" Tender Heart Bear cried out, but the shoe soon went into the cauldron before steam shot out as the spirit laughed.
"Oh, no!" Atticus and Cherry frowned.
The evil spirit laughed wickedly in success.
"Nicholas!" Tender Heart cried out as he ran to the blonde boy. "Nicholas! Nichol-"
"You're too late!" Nicholas glared, putting his cape over him like a sinister villain. "TOO LATE! Now the spell is cast!"
"Uh-oh..." Cherry gulped.
"We care about everyone," Tender Heart frowned to the blonde boy. "Even when they don't care about us."
"And right now, the one we care about the most is you, Nicholas!" Friend Bear added. "You!"
"I may not act like I care all the time, but I care deeply for my friend, Atticus," Cherry said emotionally. "He's my brother figure and my friend! Oh... It's not working..." she then sulked a bit.
"Care Bears, get ready," Tender Heart told the others. "Care Bears... Stare!"
"Atticus, time to make up a spell." Cherry said.
"All right... I'll try." Atticus replied.
The Care Bears soon began to shoot out their magic toward Nicholas.
"You shouldn't miss by a hair... It can seem stronger than your mother's death glare... Let me help these Care Bears Stare!" Atticus soon recited his own made-up spell.
And with that, Atticus's very own Care Bear Stare shot out with his magic. Nicholas flinched as he got hit by the Care Bears' magic along with Atticus's ability before he soon stood up, looking slightly entranced.
"YOU DON'T CARE!" The spirit advised to Nicholas. "YOU DON'T CARE!"
The spirit soon began to use her own magic to pull Nicholas away and shove off Atticus and the Care Bears.
"Whoa!" Atticus yelped.
"Atticus!" Cherry cried out in a panic.
The roller-coaster soon rode backward with them on it. Tender Heart and Friend Bear were soon grabbed next and thrown back onto the roller-coaster with them.
"Now... The very last four children..." Nicholas sneered before laughing maliciously.
The group soon ended back out of the ride.
"What happened in there?" Lotsa-Heart Elephant asked.
"The Care Bear Stare didn't work, and Atticus used some kind of special power!" Friend Bear replied.
"The spirit's power is too strong!" Share Bear added.
"And still no Kim and Jason, I see." Cherry sighed.
"Dang it." Atticus said.
"Where are they, Brave Heart?" Tender Heart soon asked the lion.
"We can't find them anywhere." Brave Heart frowned.
"Uh-oh! Look!" Love-A-Lot Bear pointed out as the castle seemed to be glowing.
And where they soon saw Nicholas coming out. Cherry and Atticus both shuddered as Nicholas looked pretty scary right now.
"Nicholas?!" Cozy Heart cried out.
"Where are they...?" Nicholas hissed.
"You'll never find them!" Patch told him.
"As long as Kim, Jason, Cherry, Atticus, and Patch still care, his spell's not complete!" Friend Bear told the others about Nicholas.
"Maybe we can still save him.." Bright Heart Raccoon suggested.
"We can still save him." Tender Heart clarified.
"Yeah." Patch nodded.
"But h-h-how?" Gentle Heart Lamb asked.
"Just feel it!" Tender Heart advised. "Care Bears!"
The Care Bears all lined up then and Atticus came to join them. Suddenly, Drell appeared with Grumpy Bear and Good Luck Bear.
"Ha! Well, whatya know?" Grumpy Bear smiled. "The Rainbow Rescue Beam worked!"
"Yep sure did." Drell nodded before using his magic to turn Atticus and Cherry into Care Bears.
"Wah! What the-?!" Cherry yelped.
Drell soon walked over to them.
"Did you just get taller?" Cherry asked, looking up at Drell.
"Nope." Drell replied, handing a mirror to show Cherry and Atticus that they were both now Care Bears.
"W-We're Care Bears!" Atticus and Cherry said, looking surprised.
"Yep," Drell replied. "This way you can help out with the Care Bear Stare," he then looked to Grumpy Bear. "I guess you haven't met the cousins yet since you didn't know who they were when I was talking about them earlier."
"Who are these cousins you're talking about?" Grumpy Bear asked.
"That's what I thought," Drell replied, not answering that question. "Anyway, yes, Atticus, Cherry, you're now Care Bears."
Atticus and Cherry soon took a look at what their fur colors were and what their Belly Badges were. Atticus seemed to be crimson red with a golden badge with a heart on it as his Belly Badge and Cherry seemed to be light blue with an open book on her Belly Badge which had a heart on it.
"Do we have special names?" Cherry then asked.
"I don't think so, but I'm dubbing you Strong Heart Bear and Book Nerd Bear." Drell replied.
"Book NERD?!" Cherry asked.
"Just kidding... I meant 'Bookworm'." Drell chuckled.
Cherry simply pouted at that, but it was better than nothing. Nicholas soon came out as the Care Bears joined together.
"I hope this is enough." Wish Bear said about the help.
"Where are they?!" Nicholas glared. "Where are you hiding the boys and girls?!"
"You don't know what you're doing, Nicholas!" Patch replied bravely. "Listen to your heart, and you'll find the truth!"
"Patch is right, Nicholas!" Tender Heart added.
"WHERE ARE THEY?!" Nicholas demanded.
"Care Bears, STARE!" Tender Heart told the others.
"That means you too." Drell told Cherry and Atticus.
"How do we do it?" Cherry asked.
"Just focus on your being and release it to him, it's like a Ki." Drell explained.
"Good to know." Atticus said.
"Yeah, so go in there and stop the evil spirit... I know these Care Bears can do it like their ancestors." Drell replied.
"Their ancestors?" Cherry asked. "You mean there's more of these things?"
"In a way, yeah," Drell said. "Of course, when I was a kid, they were The Gummi Bears."
"Understood." Atticus said.
"Now go get him," Drell told them. "I believe in you both."
"Really...?" Cherry asked like she didn't believe that.
"Go on... Have fun... I'll see you after this." Drell encouraged a bit.
Atticus and Cherry soon joined the Care Bears. All of the Care Bears soon used their power as Atticus and Cherry then joined in to help out. Nicholas just laughed with the evil spirit as he stood there, holding the book like an evil villain.
"Guys, we should help out." Patch told the Care Bears cousins.
"You know what? You and Tender Heart are right," Brave Heart smiled. "We can do it! But we have to do it together."
"Well said, Brave Heart." Patch agreed with the lion.
"Do what?" Cozy Heart asked.
"We have to help out... Um... You do your animal calls." Patch suggested.
"Yeah! Animal call!" Brave Heart Lion agreed before roaring.
"There ya go!" Patch beamed.
The Care Bear Cousins soon did their animal calls to help out with the Care Bear Stare.
Eventually, Nicholas began to look weak like he was using all the evil left in his controlled mind.
"No!" The spirit cried out. "Nicholas!"
The Care Bears, Atticus, and Cherry soon stopped their Care Bears Stare as they got exhausted and so did the Care Bear Cousins. The spell Drell used on Atticus and Cherry soon wore off as they were now back to human.
"You did your best, don't get your hopes up." Drell told Atticus and Cherry to soothe them, showing he wasn't mad.
Nicholas laughed as he was back in evil control.
"Guh... You were right about the Judge Doom thing." Atticus commented from how Nicholas looked right now.
Patch soon went up to Nicholas along with Kim and Jason.
"Kim and Jason?" Cherry muttered in surprise.
"Kim! Jason! No!" Tender Heart cried out.
"It's them!" The spirit smirked while Nicholas looked a bit insane.
"This is up to them now." Drell told the group.
"Are you sure?" Atticus asked.
"Yes... Friendship is magic." Drell replied.
"That's a cartoon." Cherry said.
"Oh, there's more to it that you don't know, especially in the land of Equestria." Drell replied.
"Yeah, like that's a real place." Cherry rolled her eyes.
"Sorry, Drell, but we'll believe it when we see it." Atticus added, though tried to be nicer about it than Cherry.
"Hm." Drell firmly pouted to them.
"Nicholas, we care about you!" Jason soon told the blonde boy. "We used to be like you! We thought nobody cared!"
"But we were wrong!" Kim added. "We wanna be your friend, Nicholas!"
"Yeah!" Patch nodded.
Kim and Jason looked over to Patch in slight surprise.
"We'll all make sure you're never alone again!" Atticus soon said.
"Believe us, Nicholas!" Cherry soon added. "Please... Believe us."
"I... I... I..." Nicholas replied as he sounded different again. "Believe you."
"No, you can't!" The spirit told him.
Nicholas held the book out a bit.
"DON'T DO IT!" The spirit sneered. "You don't care, they don't care!"
Nicholas soon grunted as he tried to close the book. Luckily for him, he was soon successful.
"Phew..." Drell sighed in relief from that.
Nicholas soon fell onto the railroad tracks while shoving the book shut.
"Okay, now... The key!" Tender Heart signaled Jason. "The key!"
Jason soon brought out the key which would lock up the book.
"I... I can't hold it... Much longer!" Nicholas strained a bit.
Jason then took out the key before the evil spirit soon shot at the key, destroying it instantly.
"Well... I didn't see that one coming." Cherry said.
"Secret Bear, we could use a new key." Drell told Secret Bear.
Secret Bear nodded and rushed over to Jason's side.
"Wait, what...?" Cherry asked.
Secret Bear then used her power to bring out a new key to use before Jason took it and used it to lock the book shut.
"I did not see that coming either." Cherry said.
"Makes me wonder why Tender Heart gave that key to Jason in the first place." Drell rolled his eyes.
"Probably to make Jason feel important." Atticus suggested.
Eventually, the book was locked up and Nicholas could relax now since the evil spirit had been defeated which had the Care Bear family begin to cheer.
"Whew!" Drell sighed. "That was close."
Nicholas looked wore out, but gave a small smile to Kim and Jason. "Thank you."
Kim and Jason smiled back, though Kim looked bashful to him from his smile. Nicholas soon threw off the cape as they came to join the Care Bear family in their celebration.
"No wonder you didn't know about your cousins yet, I forgot that this was before you all met." Drell soon said to Grumpy Bear about the other animals in the Care Bear family.
"How did you know?" Grumpy Bear asked him.
"I know all and see all," Drell replied. "I'm a very knowledgeable, very strong, very handsome warlock."
"Two out of three ain't bad." Cherry whispered.
"Is that whispering I hear?" Drell soon asked, a bit sharply.
Cherry cupped her mouth and backed up nervously.
"Anyway, we better go wake up Fettucini." Drell said.
"You know that he's asleep?" Cherry asked.
"Cherry, I told you, I know everything," Drell replied. "I also need to talk with you and Atticus once you go back home to Greendale."
Atticus and Cherry both felt nervous about that.
"I almost forgot about Mr. Fettucini." Nicholas said.