Almost 20 years have passed and the Care Bear Family has grown, taking in new family members and seeing dangers and joys beyond imagining, but there's still a missing piece to this puzzle. Though many have joined this family in the past, lost members thought long gone return and bring with them more danger and happiness at reunions.

Grumpy has been having some restless nights. This in turn has led to Share losing sleep too. Surprise Bear thinks she has sensed what is bothering Grumpy. Her advice leads Cheer and Share to ask for Bedtimes's help. Together Bedtime and Grumpy go on an epic foray into Dreamland. Grumpy gets some advice from some amazing inhabitants from "the other side". Or was it just a dream?