Grumpy and the light blue furred bear were walking along the path with Grumpy still suspicious asked "So, what do you mean your here to help me and your future grandchild?"

The light blue bear smiled and looked up and said "Its not hard to figure out is it? I mean you aren't at home with your wife and instead you're out here on a walk talking to the spirit of your mother."

Grumpy shook his head and said "Its not as though I know you are my mother for sure. I still think this is all just a a figment of my imagination."

The light blue bear rolled her eyes and placed a hand on the back of his head and said "My sweet boy, if only you could know for sure."

Grumpy felt her hand and got a warm feeling in his stomach and he turned to her and said "If, hypothetical, you were my mother, why...why did you abandon me?"

The bear smiled and said "The true story about what happened to us is...long."

Grumpy raised an eyebrow and said "Well, then what can you do to help me about this whole..."

Grumpy kicked the ground and said "Father thing..."

She smiled and said "I never really got the chance to raise you, I was there when you were a mere cub but... never mind."

She ended with a small smile and said "You're letting your nerves get the better to you."

Grumpy rolled his eyes and said "Tell me something I don't know."

She gave him a look and said "What really scared you?" Grumpy threw his hands up and said "I...I...just don't know if I can handle the...raising part of it."

The bear raised an eyebrow and said "Haven't you taken care of cubs before?"

Grumpy nodded and said "Yeah, but I never had them live with me! I mean with a cub of my own they have to stay with me! The nights, the hours, and the...stress!"

She smiled and said "So, you feel as though you can't handle all of it?"

Grumpy sighed and said "It's not as though I don't want a cub!"

The bear stopped him and sat him down on some clouds and said "I'm not as though you're incapable."

Grumpy put his head in his hands and said "All I want is to feel good about something for once in my life! I mean I know, I'm Grumpy Bear! But...I'm Grumpy Bear... how do you look at your own cub and say Oh you got an A in class, well I wish I could feel happy for you."

Grumpy sat lower and the blue bear said "It's not as though you can't feel happiness though right?"

Grumpy shook his head and said "No, I can't...well I felt happy with Swift Heart when we got married, and every time I am with her but it's not the same way other people are able to."

The blue bear wrapped a hand around Grumpy as she hummed a tune to him...


As the three cubs desperately tried to turn the wheel the wind began to pick up and causing the sail to bring the Cloud Clipper to full speed. Dreams Bear stopped pushing and said "This isn't gonna work!"

Tugs and Hugs stopped pushing as well and Hugs said "What are we going to do Tugs?"

Tugs shook his head and said "I don't know Hugs."

Dreams Bear looked out ahead and said "It doesn't look like there is any trouble up ahead."

Dreams Bear made his way over to the crows nest so as to look farther ahead and he climbed up the ladder with Tugs right behind him. Once the two were up top they looked out ahead through the telescope at the top and Dreams Bear said "I don't see anything!"

Tugs took over the telescope and said "I can't find Care-a-lot!"

Hugs yelled up the ladder "Do you guys see anything?"

Dreams bear slid down the ladder and said "Nothing! We can't find Care-a-lot or any sign of...well, anything!"

Hugs groaned loudly and said "Oh! What are we gonna do?"

Dreams Bear shrugged and said "I don't know Hugs."

Hugs seemed to cry and she said "Oh I'm scared Dreams Bear."

And she gave Dreams Bear a hug causing him to blush a brighter red than his fur and he said "Uh?"

However before he could say something Tugs came down from the top and said "Maybe we should go below and see what supplies we have."

Dreams Bear shrugged and said "Why not?"

And the three went below the deck to see what they had however once they were below deck Dreams Bear yawned and said "I am tired."

Hugs also yawned too and said "Yeah, me too how about you Tugs?"

Tugs was already asleep on the ground curled up in a ball. Dreams Bear and Hugs both laughed and Dreams Bear turned on a lantern and said "We should probably get some sleep."

Dreams Bear looked over at the side of the ship to see some hammocks and woke up Tugs and dragged him to a hammock and Tug laid down and went back to sleep.

Hugs crawled into another hammock and fell asleep as well and Dreams Bear turned off the lantern and yawned before he laid down in one of the other hammocks and fell asleep as the hammock swung back and forth...


Innocent folded her arms as No Heart grabbed various items and threw them into his cauldron and said a few magic words to reveal an image of Care-a-lot. No Heart laughed and said "With this flower and this mirror I will finally be able to conquer Care-a-lot!"

Innocent rolled her eyes and said I've read multiple reports about your 'conquest of Care-a-lot and they always end in disaster, what's so brilliant about this plan?"

No Heart scolded her but just chuckled and wrapped am arm around her and said "Because this time it won't be just me who will help with the plan."

Innocent stomach seemed to knot and she said "What do you mean?"

No Heart grinned and said "I will explain another time my dear."

And he walked her out of the thunder pit room and into his library. Innocent Heart gasped at the pure size of the place he had bookshelves three stories high and a seemingly endless supply of them.

No Heart sighed and said a few magic words and two book came flying towards them, No Heart caught his more annoyed than happy while Innocent was caught off guard and was hit it the face with and book causing her to fall back and say "Oof!"

As she regained her sense of her surroundings she said "Could have warned me."

No Heart shook his head and shushed her as he read his book.

Finally he seemed to find a page and threw Innocent the book which landed on top of the other book. No Heart raised his hands and said some foreign words and suddenly a small frozen snowball appeared and landed on the ground with a weak 'splat!'

No Heart groaned out of annoyance and said "That was supposed to be a frozen bolt not a snowball!" And he grabbed the spell book and shuffled through it searching for something.

Innocent shrugged and raised her hands and repeated the magic work and small bolt of ice was shot from her finger nails and she said "Woah!"

No Heart turned just to see the bolt hit and freeze a small stone statue.

Innocent looked at him and said "I thought it only shot snowballs?"

No Heart shrugged and said "Huh, it is supposed to..."

And he re opened his spell book and flipped through the pages to find the spell and said "It would appear your power is more than I previously thought."

Innocent raised an eyebrow and said "How so?"

No Heart shook his head and said "It's unheard of! Rarely does one master these arts however you seem to be unstoppable."

Innocent's stomach seemed to turn a little and she said "So what does this mean?"

No heart grabbed a book and said "We've got a lot of training to do." And he began to teach her another spell...


Grumpy sighed as the bear stopped her humming and he said "I don't know what you want from me."

The bear smiled as she adjusted her dress and said "My child, I just want you to be happy."

Grumpy looked at her and said "How is that?"

She smiled and Grumpy got some warm feeling in his stomach and she said "You know when you were a baby, you had the most beautiful smile, every mother last is to think that but with you everyone said so, I just wish I had been there for the rest of your life, to watch you grow, to think, to love."

And she went to grab Grumpy hand but it just slip right through and she said "I haven't much time now."

Grumpy looked at her and said "What do you want me to do?"

She stood up and said "I want you to be happy, you have so much to give to the world, don't let yourself get in the way."

And she slowly began to disappear from Grumpy's vision as he stood up and said "Wait! What about!"

But she was already gone. Grumpy sighed and decided to walk back home when he heard someone say "Hi yeah Grumpy!"

Grumpy jumped and turned to see Lots-a Heart who then said "Who were you talking to?"

Grumpy mumbled something and said "I uh ah... no one really just talking...to myself..." And he chuckled nervously.

Lots-a Heart laughed and said "Well that's interesting..."

Grumpy mumbled "And that's the truth..."

Lots-a Heart didn't hear him and said "Yeah, me I am just out for a midnight stroll see what's what."

Grumpy nodded and said "It is a clear night."

Lots-a Heart looked at the sky and said "Yeah, well I should probably get out of your hair."

Grumpy smiled a bit and said "See you later Lots-a Heart." And they both went their separate ways.

Grumpy was still trying to process what he had just seen and been through, surely he had imagined the whole thing. However it felt so...real.

He soon found himself walking into his door with a 'bonk' he rubbed his nose and said "Oh, why do these thing always happen to me?"

As he slowly opened the door and crept inside. He quietly closed the door and tiptoed toward the living room to check on the cub but once he walked in he realized they were gone! Grumpy felt his eyes widen and he started to panic and he crept around the house to try and find them but to no avail and he then said "Oh no they must have sneaked out!"

He started pulling at his hair and took a deep breath and said "Okay relax, it's going to be okay. I'll just go get them. Where could they have gone?"

As Grumpy was about to leave the door suddenly opened...


Innocent finally finished her spell and some golden dust disappeared before her eyes and she said "Okay what's next?"

No Heart seemed to copy something down and said "Impressive, you've learned more novice spells in one hour than a normal magician can in five months."

Innocent held her head high and said "Well, that's because I'm the best magician there can possible be."

No Heart smiled at her and said "Indeed? Now how about you go get some rest? I am far too exhausted to teach you anymore and the better rested you are the stronger your power is."

With that No Heart disappeared into a tornado and vanish from sight. Innocent sighed and began to make her way toward the room they set up for her, however on her way she pulled out Shreeky's diary and read "...Ha those Care Bears, they seem to grow in number every day, first it was that blue lion and now a red cub, I am not sure what it all means perhaps when we take over Care-a-lot we could use them to gain even more power!"

Innocent closed the book when she heard that Mr. Beastly character further down the hallway and she hid the book behind her back as Beastly came from around a corner mumbling something or other "...oh, why is it every time we get close to those Care Bears they manage to slip away!"

As he was carrying some latter and put it against the wall and climbed to the top so as to refill a lantern and left get it.

Innocent tried to sneak by but she bumped into the ladder and it bang to shake causing Beastly to lose balance and fall over with the latter landing on top of him and the oil for the lantern landing on his head and pouring down his head. Innocent chuckled a little and said "Are you alright?"

And she stretched out a hand and said "I am fine thank you!"

As he stood up and brushed himself off so as to see better. Once his visible was clear he said "So what's the big idea huh? Sneaking up behind me go knock my latter down and foil my evil plan!"

Innocent raised an eyebrow and said "Evil plan? that looked more like you were doing house chores."

Bradley's face turned red and be said "Well get out of here and got to bed!?"

Innocent shrugged and made her way down the hallway until she reached he bedroom.

She hid the diary inside a false bottom of a drawer she had discovered earlier and she laid down to go to sleep...