"A world without caring? This doesn't look like the Earth you talked about." Brave Heart says as the group arrives at the amusement park.

"Well that's why we're here. To stop it before things get worse." Alexis says as she hops outside of the boat with Brave Heart.

"I don't think this place could get any worse." Gentle Heart Lamb says.

"Nicholas and the spirit must be around here somewhere. We've got to find them as quickly as possible. I suggest we split up." Tenderheart says.

"I agree Tenderheart. The first ones to spot them warn the others. Okay let's go get them." Brave Heart says as everyone splits up except for Alexis, Jason and Tenderheart.

"Jason do you still have the key that I gave you?" Tenderheart asks as he looks at Jason.

"Sure do. Good." Jason says as he pulls out the key from his pocket.

"Now promise me you and Kim will stay as far away from Nicholas and the spirit as you can." Tenderheart says.

"But I wanna help." Jason says.

"You can help best by guarding that key." Tenderheart says.

"B-But..." Jason says sadly.

"Jason listen to Tenderheart. Please." Alexis says.

"If we lose that key Jason we can never win." Tenderheart says.

"I understand, Tenderheart. You can count on me." Jason says before the three go to join the others.

*Timeskip*

"That was close." Tenderheart says as he and Alexis hide from some kids as they are throwing apples at them.

"No kidding. Oh." Alexis says as she looks around nervously while getting out from her hiding spot with Tenderheart in wolf form.

"Are you okay?" Tenderheart asks concernedly.

"Yes. This place it just brings back awful memories of my family. That's all. I remember it being dark and horrifying like this. At least before I ended up in the Forest of Feelings and even that didn't last long." Alexis says as she her ears pin back.

"Well don't worry. I would never let something happen to you. I care about you." Tenderheart says as Alexis smiles at him.

"I know you do. It's part of your nature. Besides it's not that. I'm afraid because of that I'm worried because I don't want to think of what will happen if we fail." Alexis says worriedly.

"We won't... but I didn't mean-" Tenderheart then gets cut off by Alexis.

"Tenderheart hide quick. Someone's coming." Alexis says as she and Tenderheart hide.

"It's the others. Come on." Tenderheart says as he and Alexis see the others before following them.

*Timeskip*

"Are you alright Swift Heart?" Friend Bear asks as everyone is hiding on the carousel.

"Yeah. It takes more than that to slow me down." Swift Heart says happily.

"Glad to hear it." Alexis says.

"Where are Kim and Jason?" Love-A-Lot Bear asks.

"Maybe they're hiding and are afraid to show themselves." Gentle Heart says.

"Okay Brave Heart, Alexis. You two round up your friends and try to find Kim and Jason. Care Bears follow me." Tenderheart says.

"What are you planning Tenderheart?" Alexis asks.

"We have to try and get through to Nicholas." Tenderheart says.

"And make him believe that we really do care about him." Share Bear says.

"And that he really cares about everyone else." Love-A-Lot Bear says.

"With a Care Bear Stare?" Cozyheart asks.

"That's right Cozyheart." Tenderheart says.

"I wish there was some way we could express our feelings like that." Gentle Heart says.

"There's always a way to let others share your feelings Gentle Heart always." Friend Bear says.

"Let's go. We don't have much time." Tenderheart says.

"Good luck everyone. We'll be right behind as soon as we can. Oh and Tenderheart?" Alexis asks as the two groups begin to split up.

"Yeah?" Tenderheart asks as he looks at Alexis.

"Be careful okay." Alexis says as she smiles at Tenderheart before she runs off to join the others.

*Timeskip*

"What happened in there?" Cozyheart asks as the group meet up outside a castle.

"The Care Bear Stare didn't work! The spirit's power is too strong!" Friend Bear says.

"Brave Heart where are Kim and Jason?" Tenderheart asks.

"We can't find them anywhere." Alexis says worriedly in wolf form.

"Look!" Cozy Heart says as Nicholas comes to the door floating.

"Where are they?" Nicholas asks in a dark and eerie voice.

"As long as Kim and Jason still care his spell's not complete." Friend Bear says.

"You mean you can still save him?" Bright Heart asks.

"We can still save him." Tenderheart says as he steps forward.

"But how?" Gentle Heart asks.

"Just feel it! Care Bears." Tenderheart says as the Care Bears go over to him as the others stand back.

"Where are they? Where are you hiding the boy and girl?" Nicholas asks angrily as Alexis growls slightly at him.

"You don't know what you're doing Nicholas. Listen to your heart and you'll find the truth." Tenderheart says before Grumpy Bear and Good Luck Bear appear.

"Ha! Well what do you know? The Rainbow Rescue Beam worked." Grumpy Bear says happily.

"See? We just needed a little luck." Good Luck Bear says happily.

"Looks like we're gonna need more than that." Grumpy Bear says seeing Nicholas.

"Where are they?" Nicholas asks.

"Care Bears stare!" Tenderheart shouts as the Care Bears do their stare as it proves to not be enough.

"It's not enough. We have to help." Alexis says.

"Everybody call!" Brave Heart shouts as everyone begins calling.

"No! Nicholas!" Kim shouts as she and Jason run over.

"Jason, Kim!" Alexis shouts in alarm.

"Kim, Jason no!" Tenderheart shouts.

"It's them! It's the children." The spirit shouts.

"Nicholas! We care about you. We used to be like you. We thought nobody cared." Jason says before Alexis runs up beside him and Kim.

"But we were wrong. We were wrong about how much other people can truly care about us. It's never too late to care Nicholas." Alexis says.

"Now we want to be your friends Nicholas and make sure you're never alone again. Believe us Nicholas. Believe us." Kim says.

"I-I-I believe you." Nicholas says as he starts to try and close the book.

"No you can't! Don't do it. Stop. You don't care! They don't care! Stop! Please don't close me!" The spirit shouts angrily.

"Jason the key. The key!" Tenderheart shouts as Jason gives him the key.

"I-I-I can't hold it much longer!" Nicholas shouts before the group works together to shut the book for good using the key.