Innocent Heart looked at No Heart and said "Why do you need that flower?"

No Heart looked at her, perhaps her power could be used to his advantage! She was new to the whole routine and swaying her to his side would give him an edge over those detestable bears. "Well, first let me tell you something."

Innocent leaned in closer to hear. "I have never anything as powerful as you you can achieve so much greatness all you need to do is come with me i can train you in it all!"

Innocent was blown back a few hours ago she could have fallen off a cliff for all he cared but now... he wanted her to join him? She thought about it and asked "What exactly are you offering?"

He smiled "Simple, I can take you under as an apprentice. You will live in my castle free food, free bed and of course free knowledge. All you need to do is a few choices and tasks."

Innocent shook her head and said "I get all that in Care-a-lot what's so different about with you?"

No heart leaned in and whispered "No restraints. All the power you want you can have everything, you want to smash a small island go ahead I can teach you! I can give you anything you want!"

Innocent began to feel swayed but she had friends in Care-a-lot, and they did warn her about the way No Heart twisted people into evil. No Heart however felt her weakness and took his shot "You can get revenge on those who've wronged you."

Something in Innocent snapped her eyes flared in angry as though a series of memories and past event played in her head.

When she snapped back she said "Alright I'm in!" And the two shook hands.

Sunny who had been quietly listening knew there was something off but he was far too old and weak for a fight so he remained silent.

No Heart stood up and said "First, hold this box we are gonna keep moving while we still can."

Innocent took the box and they left Sunny by himself as he drifted off to sleep.

No Heart smirked to himself now that he knew how powerful she was and the Care Bears didn't he could use her to his overall advantage.

As they went further and further they soon found themselves nearing a exist. When suddenly No Heart said "Now for your first lesson, we are going to cast a small spell to help us get out of her faster."

Innocent nodded and said "What is it?"

No heart chuckled and said "Okay repeat after me."

And he said some foreign words that caused a small tornado to arise until it grew to Innocent's size and whisked her off her feet and out of the cave with No Heart holding on to the tornado right behind her...


As Tenderheart and the others gathered around the small camp fire he made, they were shivering, while the foal was crying True heart held him rather close for fear he might get cold as she snuggled him the wind began to howl and soon it was snowing hard and fast strong winds were blowing.

As the night progressed the foal began to sift off to sleep as did True heart Tenderheart let the two into the deepest part of the little camp so as to stay away from the wind. As he watched this other bear whom was holding her own child.

When he got a closer look he saw that she had a light pink fur coat she could have been too much older then Hugs or Tugs but the poor thing was out cold most likely from hard work and malnutrition.

Tenderheart offered this other bear a candy bar he had with him and she graciously feed it to her child who finally opened her eyes to the world around her.

As she sat up her mother said something to her in a hushed tone and the little cub sat closer to the fire. Tenderheart looked at her mother and said "So, do you speak English at all or just know words?"

The bear paused as if translating his every word before saying "I...know all...just...can...not...speak...good..."

Tenderheart nodded and said "I see, and you said I might be your brother?"

She shook her head and said "No!...you...are!"

Tenderheart couldn't believe it, this was not possible he didn't have any siblings...right?

He was closer to Grumpy than anyone but that was due to his ability to understand Tenderheart's issues and conflicts.

The other leaned in closer and a voice said "You were only a baby when it happened."

Tenderheart was shocked and said "Did you say something."

Again the voice spoke "In thought I am able to speak clearer it's and ability that only certain siblings can share."

Tenderheart was shocked and said "How does it work?"

She then told him "Just think what you want to say then I will tell the rest."

Tenderheart nodded "Okay." and he began to concentrate on the words he wanted to speak and she thought to her "What is your name?"

She smiled and and thought back "That's how you do it! You can just call me Alexis."

Tenderheart nodded and said "What happened to us?"

Alexis sighed and thought "It's a long story, but I will tell you it hope your ready to stay up late. Starting back years ago we lived in a valley, usually warm and content we had been lead there by a bear who had more knowledge than any other... he was our father."

She smiled and continued "I was the first born adored by all, it wasn't always easy but at the time I endured. However we were not the only ones who wanted the valley..."

Tenderheart leaned in and Alexis continued "Raiders from the mountain constantly fought us for it, we were not usually violent but we had to protect our homes. One day however they were waiting in ambush for our father. It was the first three day after your birth he was out patrolling the border. That's when they hit."

Tenderheart leaned back a little this was all so new. "When what happened?"

Alexis sighed and thought "Father was not one for violence and though they could share the valley but the raiders were greedy and selfish wanting the land for themselves only. So it wasn't a shock when they attacked father's patrol..."

Tenderheart saw a flash and images appeared in his head of fighting and clashed of metal and wood. Alexis clasped her shoulder and thought "They only wounded him but it wasn't long before a full attack was underway."

More images burning buildings, screams, running, crying. "When...what!?"

Alexis smiled and thought "But a few of us escaped, but not far we spent most of our time trying not to get caught then to where we were going. After a few weeks we reached a small river but it was a dead end."

Tenderheart leaned in again and said "What happened next?"

Alexis started to feel her eyes water and she thought "We had to get you and the others out of there, there was no other way... so we put you all in baskets and sent you all down the river."

Tenderheart thought to himself "All?"

Does she mean the care bears and the cousins? No way!

She sat down closer to him and thought "There weren't a lot of baskets so we had to double up some. You went with a little blue bear his mother gave him some sort of music box the played a song and she sang it to him as you drifted away..."

Tenderheart was still having flashbacks as he thought about it it started to come back.

"What was it?"

She looked at him "Huh?"

He looked her in the eye and asked "The song what was it?" She smiled and started to sing...


After Grumpy had put the two cubs to bed he noticed Swift Heart staring at him smiling and he whispered "How long have you been there?"

Swift Heart smiled and said "Long enough."

Grumpy went over to her and said "I take it you put Hugs down?"

She nodded and said "You are going to be a great dad, you know that, right?"

Grumpy sighed and said "If you say so."

Swift Heart hit his chest and said "Don't say that! Why would you say that?"

Grumpy sighed and said "I don't know Swift Heart."

He said as he walked into the bedroom. "I just feel I might not be as good with the whole father thing as I should be ya know?"

Swift Heart put a hand on her stomach and said "Grumpy! You have got to be kidding me! Did I just misread what you did out there you're great with cubs! And it's not as though you are alone."

Grumpy sighed and said "I need to go for a walk."

Swift Heart put her hands on her hips and said "Then I'm going with you."

Grumpy said "Who's gonna watch the cubs then?"

Swift Heart groaned and said "You win this time but we will talk about this at some point."

Grumpy nodded and grabbed his coat and left the house. As he walked around Care-a-lot he did a lot of thinking.

Was he ready for a cub? He didn't know there wasn't anyone whom he could talk to about it either and so he mopped around a little.

Until he spotted a shining light in the sky and he squinted as he looked at it and asked himself "What is that?"

And the light started to move a little but to the left of the right but...closer.

As though it was heading toward Grumpy himself he moved to try and get a better view but the object moved with him.

He then looked as hard as he could and said "Is that a? Star?" And the star shone brighter then before and it nearly hit Grumpy before landing safely on the ground.

Grumpy picked it up and examined it and said "What?

"He then shook it and listens to see if it giggled but it didn't. He then thought for a moment and said "Ugh I wish I knew how this thing worked!"

And the star light up bright and all this information rushed Grumpy's brain. He suddenly said "Oh no not another wishing device that didn't work out so well for me last time."

He then threw the star away but it got up and followed him as he tried to walk away from the little thing so as to allow him to not suffer any consequences.

However the star refused to let him go and it continued to harass him until he finally caved in and shouted "Alright, alright, I will make a wish!"

And he snatched he'd the star out of the closed his eyes and made a wish. "I wish...I wish... I wish I knew what to do."

The star light up and started to play a sort of movie projection depicting blurred images that Grumpy couldn't quite determine. He squinted and said "I don't know, maybe it's a sign?"

Suddenly the images began to clear up and it showed Grumpy and Swift heart laughing and running around chasing something unknown he was rather confused he tried to imagine what it was they were chasing but all he could focus on was his laughter and he said "I look so happy." And he watched the video play out...


After they had escaped the cave No heart and Innocent made their way back to No heart's palace and landed safely.

Shreeky and Beastly heard them land and ran down the stair with Shreeky yelling "Uncle No Heart you back!"

No Heart nodded and said "Yes Shreeky, I have returned to fulfill the plan, however I have returned alone."

Innocent waved and said "Hiya."

Shreeky nearly fainted and said "What is she doing here?"

No Heart chuckled evilly and said "She's my new apprentice. I have a use for her in my plans. Now Beastly go prepare her a room now!"

Beastly shuttered and said "But, but No heart!"

No Heart crossed his arms and said "Yes?"

Beastly gulped and said "We don't have any spare rooms."

No Heart sighed and said "Of course we do Beastly! Have her stay in the western tower clear it out for her."

Beastly looked confused and said "Alright No heart...but a.."

No Heart raised his hands and lighting struck and he said "Go!"

Innocent rolled her eyes and said "You know you should be nicer to your helpers without them you'd have no one to clean your castle for you."

Shreeky laughed and said "Please Beastly never cleans this castle."

No Heart crossed his arms and said "It's going to be a rough time with three women in the castle but no matter, Shreeky prepare me my spell book I'm going to clean up after that cave excursion."

Shreeky nodded and said "Of course Uncle No Heart."

And she looked at Innocent and said "Come on Care Bear, your going to help me!"

Innocent nodded and said "Okay sure!"

Shreeky gated at the kind words she had just spoken and said "Come on! we don't want to be late." And the two hurried off to No Heart's cauldron room.

Once in the children room Shreeky pulled out one of No Heart's spell books and dusted it off before opening the page to the spell she knew he was going to cast and said "Alright Care Bear all you got to do is simply fill up the cauldron with some water and add these ingredients."

And she threw Innocent a long, long list that nearly stretched to the door. "How on Earth and I supposed to get all of these ingredients before No heart is done?"

Shreeky laughed and said "I don't know and I don't care." And she started to laugh as she prepared the other aspects of the room for her uncle.

Innocent shrugged and pulled the cauldron with all her might to where there was a faucet and began to fill it with fresh water as she ran to the other room looking for some of the ingredients. "Let's see, three frog warts, two lizard tails, and a bird's cage?"

She raised an eyebrow and said "Alright, I guess that would be under miscellaneous."

And she opened a door to a room labeled so...