Mac, Bloo, and Friends in The Care Bears Movie is the sixth and final film in The Adventures of Mac and Bloo. It is preceded by Mac, Bloo, and Friends in Candy Land The Great Lollipop Adventure.


(The screen starts out black)

Narrator: This is the story of two young children named Kim and Jason, and how they were helped by a group of very special friends, the Care Bears, and two best friends named Mac and Bloo, and their friends, Wilt, Eduardo, and Coco. You see, the Care Bears have a very special mission. And that mission is to help everyone share their feelings with others. The Care Bears live in a magic place called Care-a-lot.

(the camera rises up into the sky, "Care-a-lot" is sung as the opening credits roll)

Mac, Bloo, and Friends in The Care Bears Movie

Introducing The Care Bear Cousins

(the camera flies over Care-a-lot)

A Nelvana Production

With Mickey Rooney as the voice of the Narrator

Title song by Carole King, Produced by Lou Adler

(Wish Bear spots Kim and Jason and slides down a rainbow)

Additional Songs by John Sebastian

Score by Patriccia Cullen

Screenplay by Peter Sauder

(Grumpy Bear sits on a cloud with a small raincloud over his head, Wish Bear runs to Friend Bear and Secret Bear at the Cloud-mobile, she tells them about Kim and Jason, Friend Bear sees Kim and Jason walking sadly down the sidewalk with the Star-oscope)

Producers: Michael Hirsh, Patrick Loubert, Clive Smith

(Friend Bear and Secret Bear hop into the Cloud-mobile)

Associate Producers: Paul Pressler, John Bohach, Harvey Levin

(Champ Bear drives through the air in a Rainbow Roller, Friend Bear and Secret Bear drive off, a star waves them goodbye, the camera shows a town way down below, the Cloud-mobile drives over the clouds)

Executive Producers: Carole MacGillvcay, Robert Unkel, Jack Chojnacki, Lou Gioia

(Secret Bear chases a butterfly)

Director of Animation: Charles Bonifacio

(Secret Bear tumbles through the air and lands back in the Cloud-mobile, he hugs Friend Bear)

Directed by Arna Selznick and MacandBloo4ever

(the Cloud-mobile flies out of control, it crashes into a tree and disappears, Secret Bear whispers in Friend Bears ear)

Friend Bear: No, Secret Bear, I don't think it was the Cloud-mobile's fault.

(Secret Bear points at Kim and Jason, the two children shrug their shoulders)

Friend Bear: Hi. I'm Friend Bear and this is Secret Bear. We're Care Bears.

Jason: What do you want?

Friend Bear: Only to be your friends.

Narrator: You see, although Kim and Jason were warm and loving children, they had been so hurt when their parents went away that they had decided never to love anyone ever again, just in case they, too, went away. Kim and Jason felt they didn't need anyone, but the Care Bears knew better.

Friend Bear: Everyone needs friends, Jason, even you and Kim.

Kim: We're not your friends.

Jason: How do you know our names?

Friend Bear: We know a lot of things about you. Kim reads a lot of books and wants to be a nurse when she grows up. And, Jason, you want to be a jet pilot.

Jason: Yeah. How did you know that?

Friend Bear: Friends are supposed to know about each other's hopes and dreams. (Secret Bear whispers in his ear) Secret Bear says not to worry. No one can keep a secret like Secret Bear.

Jason: Well, I'll tell you what we know about people you care for. They always let you down.

Kim: So we'd rather not have any friends. (she and Jason leave) Don't trouble yourselves.

(Tenderheart flies over the fair in a Rainbow Roller)

Narrator: While the Care Bears tried even harder to make friends with Kim and Jason, Tenderheart was on his way to help a boy who wanted friends more than anything else in the whole world. Nicholas was a magician's helper. He had never had a friend in his life.

(Nicholas struggles to pick up a trunk by himself, the truck that brought the trunk drives off and leaves a cloud of dust, Nicholas coughs)

Nicholas: Thanks.

(Nicholas carries the trunk on his back into the wagon, Mr. Fetuccini hums and stacks cards)

Mr. Fetuccini: Hey! Close the door!

(Nicholas turns around to close the door, the weight of the trunk causes him to lose his balance and fall in the other room, the cards Mr. Fetuccini stacked fall, he glares at Nicholas)

Nicholas: I... I didn't mean it.

Mr. Fetuccini: (sighs) You never mean it, Nicholas. I bought that trunk thinking maybe there's some junk in it I can use in my magic act. Now half of it's broken! Oh... What am I going to do with you? Every time I give you a simple thing to do, it's boom this and crash that!

Nicholas: I'm sorry, Mr. Fetuccini.

(Tenderheart tiptoes behind Mr. Fetuccini)

Mr. Fetuccini: Enough of your sorrys. Check that new trunk and see if there's anything left I can use in my magic act. I have a show to put on.

(Mr. Fetuccini leaves Nicholas' room, Tenderheart hides under the desk, Mr. Fetuccini sits down)

Mr. Fetuccini: Perhaps one day I will teach you how to make an audience love you. But right now you're next to hopeless.

(Nicholas lights a lanturn hin his room, he puts a chessboard on the table, a spell book wrapped in blue cloth with a red wax seal floats out of the trunk and onto the floor, Nicholas sets it on the table, the seal glows and melts)

Nicholas: I wish... I'd give anything to find a way to get people to like me.

(the blue cloth slides off the spell book)

Spirit: Anything? Nicholas?

Nicholas: Who's there? Who said that?

Spirit: You did say "anything"?

(Nicholas backs up and falls in the trunk, he passes out, Tenderheart watches through a hole in the wall from under Fetuccini's desk)

Tenderheart: Oh, gosh.

Narrator: Tenderheart was trapped. He needed some Care Bear reinforcements. But unfortunately they were busy with their new invention.

(in the Care-a-lot main hall, Birthday Bear, Share Bear, and Grumpy Bear are working on the Rainbow Rescue Beam, Mac, Bloo, Wilt, Eduardo, and Coco are with them)

Share Bear: With this Rainbow Rescue Beam, we can send a Care Bear anywhere in the whole world in a matter of seconds.

Birthday Bear: Or bring them back again in case of an emergency.

Share Bear: We'll be able to help people share their feelings a lot quicker.

Grumpy Bear: We've gotta get it working first, Share Bear. And then we still won't know what'll happen until we give it another test. (groans) How come I'm always the one fixing things around here?

Share Bear: Because you never complain, Grumpy Bear. (giggles)

(Mac and Bloo giggle)

Grumpy Bear: Aha, I think I know why the first test didn't work. (pulls out a star) There. This little star got itself stuck in the gears.

Wilt: I'm sorry, but is that why it brought us here in the first place?

Share Bear: Now that's what I call "star stuck," Grumpy Bear.

(Grumpy Bear sends the star into the air, Grams Bear comes down the staircase)

Grams Bear: Has anyone seen Baby Hugs and Baby Tugs? I can't find them anywhere.

Birthday Bear: We'll help you look, Grams Bear. We can test the Rainbow Rescue Beam later.

Wilt: We'll help you look too. Is that okay?

Bloo: Ugh! Do we have to?

Grumpy Bear: That Baby Tugs is probably just getting into mischief somewhere.

(Mac, Bloo, their friends, and the Care Bears leave, Baby Hugs and Baby Tugs slide down the starcase, they walk up to the Rainbow Rescue Beam control panel)

Baby Hugs: What's this thing, Tugs?

Baby Tugs: It's not a thing, Hugs. It's a... a thing-a-ma-dooey.

Baby Hugs: (laughs) You know everything, Tugs. What's it do?

Baby Tugs: Well, it um... Oh, it makes bubbles. Square bubbles!

Baby Hugs: Square bubbles? Golly, make square bubbles, Tugs.

Baby Tugs: Any special color?

(Baby Hugs presses three buttons, static appears on the screen)

Baby Hugs: No square bubbles, Tugs. Not even round ones. You broke the thing.

Grumpy Bear: Baby Hugs, Baby Tugs, what have you done?

Birthday Bear: It's obvious, Grumpy Bear, they got the Rainbow Rescue Beam working.

Eduardo: Si.

Wilt: I'll say!

Coco: Coco!

Grumpy Bear: But we still don't know if it'll transport anyone.

Share Bear: (points) Look!

(Kim, Jason, Friend Bear, and Secret Bear appear in the Rainbow Rescue Beam)

Cheer Bear: Oh my stars, it brought more visitors. What are they doing here?

Friend Bear: We didn't bring them. They just came along. Someone brought us here.

Grumpy Bear: I knew it! Baby bear mischief.

Bedtime Bear: What are we gonna do about the children?

Share Bear: I don't know.

Jason: Hey, could we say something? Where are we?

Funshine Bear: Oh, we're terribly sorry. Everyone?

Care Bears: We're the Care Bears.

Mac: I'm Mac, and this is Bloo.

Wilt: Hey, how ya doin'? Name's Wilt.

Eduardo: And me Eduardo.

Coco: Coco.

Kim and Jason: More friends?

Funshine Bear: Welcome to Care-a-lot!

Friend Bear: Come on. We'll give you a tour.

Jason: Okay, but we're not gonna like it.

Man: (singing) I know you're thinkin' that nobody cares. You got some feelings you don't wanna share. But if your troubles stay all stuck inside, they're gonna grow til they're too big to hide. I know you're tryin' to steer so clear of friends. You've had a few that left you in the end. I gotta tell you it ain't always so. Somebody loves you, ain't gonna go. So follow me and let me take you where. If you think nobody cares...

Care Bears: Nobody cares...

Man: Nobody cares like a bear.

Friend Bear: You'll need a friend to get a big job done.

Kim: I guess sometimes two heads are better than one.

Friend Bear: You'll need a friend to let your feelings free.

Kim: Sure could use someone to talk to me.

Man: So make a friend and let me take you where. When you think nobody cares...

Care Bears: Nobody Cares...

Man: Nobody cares like a bear. So don't go stickin' by your own sweet self. You've gotta take a chance on someone else. That's what it's all about, just bein' friends. And take a chance on lovin' again. And follow me and let me take you where. When you think nobody cares...

Care Bears: Nobody cares...

Man: Nobody cares like a bear. When you think nobody cares...

Care Bears: Nobody cares...

Man: Nobody cares like a bear.

Narrator: (chuckles) Well thanks to Mac, Bloo, Wilt, Eduardo, Coco, and the Care Bears, Kim and Jason remembered how good it was to have friends who cared. Their troubles were over. But for Nicholas, his real troubles were just begining.

(Mr. Fetuccini is humming at his desk, Tenderheart is still hiding, Nicholas is still out cold)

Spirit: Nicholas? Nicholas?

(Nicholas wakes up, his vision comes into focus)

Nicholas: Who are you? How do you know my name?

Spirit: I am a spirit, Nicholas. Your friend. I know many things. Almost everything.

Nicholas: (climbs out of the trunk) Everything?

Spirit: I know how you can earn more friends.

Nicholas: Really? How?

Spirit: With magic.

Nicholas: Magic? (looks towards Mr. Fetuccini's room)

Spirit: Oh, not his magic tricks. I mean real magic. Magic that can make your fondest wish come true.

Nicholas: Y-y-you mean, you could use magic to get people to like me?

Spirit: No. But you could. All you have to do is undo the lock.

(a key magically appears in the keyhole on the spell book, Nicholas reaches for it)

Tenderheart: (whispering) No, don't!

(Nicholas unlocks the book and takes out the key, the book flips open, a shockwave from the book knocks Nicholas back, he hits the wall)

Mr. Fetuccini: Hey, what are you doing in there?

Tenderheart: I've gotta stop this!

(the spirit's face appears in the center of the open spell book, she opens her eyes, Maleficent appears from a bolt of lightening and green flames)

Nicholas: Who are you?

Maleficent: Why, I am Maleficent. I too am your friend, Nicholas. I made this book just for you.

Mr. Fetuccini: Nicholas! Nicky? Hey, are you okay in there?

Spirit: Read this.

(Nicholas recites a spell in the book, the door slams in front of Mr. Fetuccini)

Nicholas: Wow. Did I do that?

Spirit: You can do a lot more.

Mr. Fetuccini: Hey, Nicky, open up! (bangs on the door) The door's stuck!

Spirit: Read! Read!

(Nicholas recites another spell)

Mr. Fetuccini: Hey, Nicho... (his voice fades)

Spirit: Go ahead. Open it.

(Nicholas approches the door and opens it, Mr. Fetuccini is sleeping)

Nicholas: It worked. Your spell worked.

Spirit: Well done, Nicholas.

Maleficent: He'll be in a deep, deep slumber long enough for you to take over his magic show.

Nicholas: (stammers) But I couldn't.

Spirit: Yes, you can. You must. This is your chance to show that you are a greater magician than he. They love him for his magic. They'll love you for yours. We'll help you.

Tenderheart: Nicholas, stop! This isn't the way to make friends.

Nicholas: Who are you?

Tenderheart: I'm Tenderheart, a Care Bear. Your friend.

Spirit: Friend? Where was he when you needed him?

Tenderheart: (jumps onto the table) What matters is, I'm here now, when Nicholas needs me the most.

Maleficent: Away with him!

(the evil spirit growls, her face changes from yellow to green and her eyes and teeth change from green to yellow, she sends a shockwave that hurls and locks Tenderheart in a cage)

Spirit: (laughs) See, Nicholas?

Maleficent: Magic can do anything you wish.

Nicholas: Hey, neat!

Tenderheart: Magic isn't the answer, Nicholas. Your feelings can help you find the true answer.

Spirit: Don't listen to him! There are dozens of children out there waiting to see your magic.

Nicholas: They'll love me just like they love the Great Fetuccini. (puts on a magician's hat and a cape) I know all his tricks. I'm not doing anything wrong.

(Nicholas takes the evil spirit with him and leaves, Maleficent laughs evilly as she disappears)

Tenderheart: He won't succeed. The spirit and Maleficent don't care about him. (he produces a heart from the symbol on his belly to break the cage open) But I do! (he jumps down, grabs the key and runs)

(Nicholas is on stage in front of a group of children under a tent, the spirit is at his side)

Nicholas: And now the Amazing Nicholas will pull a dove out of his hat.

(Nicholas takes off his hat and waves his fingers, the children ooh, the spirit makes Nicholas' hat shoot water in his face, the children laugh, Tenderheart arrives to see what's happening, Nicholas is flipped in the air and lands on his bottom)

Nicholas: Stop it!

Tenderheart: I knew this was going to happen.

Nicholas: (to the spirit) Make them stop laughing. Make them stop!

Spirit: Only you can do that. Here! (turns through her pages) Teach them a lesson.

Nicholas: A lesson?

Boy: Come on! Make us laugh!

Spirit: One they'll never forget.

(Nicholas recites a spell)

Tenderheart: Nicholas! No!

(Nicholas finishes the spell, the children start fighting)

Spirit: Now they know how you felt all your life without a friend in the world. Now they feel nothing!

Tenderheart: Nicholas, what have you done?

Nicholas: Only what they did to me. They deserved it.

Tenderheart: (climbs onto the stage) No, Nicholas, please listen!

Spirit: Quick, Nicholas!

(Nicholas recites another spell, he and the evil spirit are engulfed in a green vortex)

Spirit: This is only the beginning!

Tenderheart: This is a job for all the Care Bears. (he looks at the fighting children)

(in Care-a-lot, Mac, Bloo, Wilt, Eduardo, Coco, Kim, Jason, and the Care Bears are laughing and playing)

Wish Bear: Jason! Kim! Wait'll you hear this.

(Wish Bear slips on the rainbow, she falls and gets her head stuck in the clouds, everyone laughs)

Friend Bear: Look, Secret Bear, Wish Bear's got her head stuck in the clouds again.

(Friend Bear and Secret Bear pull Wish Bear out of the clouds, Wish Bear crawls)

Wish Bear: Now where's my Star-oscope?

(Grumpy Bear pops out of the clouds with the Star-oscope on his head)

Grumpy Bear: Looking for this?

Wish Bear: Oh, sorry, Grumpy Bear, but I'm in a hurry. I've got great news for Kim and Jason. I spotted-

Grumpy Bear: Look!

Friend Bear: Tenderheart's Rainbow Roller is out of control!

(Mac, Bloo, Wilt, Eduardo, and Coco gasp)

Wish Bear: Oh, no!

(Tenderheart falls out of his Rainbow Roller, he creates a heart baloon to drift down gently)

Tenderheart: Quick, run for cover! It's coming! Brace yourselves!

Friend Bear: What's coming?

(everyone screams as Care-a-lot shakes, Champ Bear and Good Luck Bear slide down a rainbow, the rainbow breaks, Grams Bear tries to protect Baby Hugs and Baby Tugs, Bedtime Bear falls through a hole in the clouds while sleeping, four stars save him)

Kim: Everyone okay? Cheer Bear?

Cheer Bear: I... I... I think so.

Bloo: (to Mac) You okay, buddy?

Mac: Yeah, I'm fine. Thanks, pal.

Grumpy Bear: Too bad we can't say the same for Care-a-lot. Look!

(Mac, Bloo, Wilt, Eduardo, and Coco gasp)

Friend Bear: Oh, no! Everything's broken! Faded! Ruined!

Funshine: Tenderheart! Tenderheart! The Caring Meter dropped two whole points!

(the Care Bears gasp)

Love-a-lot: A lot of people must have suddenly just stoped caring.

Kim: What could have caused that?

Tenderheart: The same thing that caused the Cloud Quake! A boy named Nicholas is being taken over by an evil spirit.

Jason: An evil spirit?

Mac: What happens if the Caring Meter reaches zero?

Love-a-lot: No one in the world will care anymore.

(everyone looks at the Caring Meter and gasps, Secret Bear whispers in Kim's ear)

Kim: And the end of Care-a-lot?

Tenderheart: I think that's exactly what the spirit has in mind!

(Maleficent appears from a bolt of lightening and green flames)

Kim: Who... who is that?

Mac: That's Maleficent!

Jason: Who?

Mac: It's the Care Bears' archenemy! She's been trying to take over the Earth and all the magical worlds for years. And she once kidnapped Baby Hugs and Baby Tugs.

Jason: How do you know that?

Mac: The Care Bears told us all about her.

Bloo: Yeah. And we kinda did some stuff that made her mad.

Maleficent: Care Bears, your days of sharing your feelings with others are at an end. It was I who created the spirit, and Nicholas is now my slave. Listen well, all of you. This is only the beginning. Soon, all who dwell in the world below shall become my servants. And you and all of Care-a-lot will perish. And in time, every world will be plunged into darkness. Then they will all belong to me! (disappears and laughs evilly)

Wish Bear: (gasps) Oh, my gosh, I forgot. (to Kim and Jason) I sighted parents for you at the orphanage. They want to adopt you both.

Cheer Bear: Congratulations, Kim and Jason.

Tenderheart: Come on, Grumpy, let's warm up the Raindbow Rescue Beam. Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason have to get back in a hurry.

Kim: Hear that, Jason? Parents!

Jason: Yeah. I thought we'd never have parents.

Kim: Yeah.

Jason: But... but, Kim...

Kim: I know, Jason. Our friends, they're in trouble.

Tenderheart: Mac, Bloo, Wilt, Eduardo, Coco, Kim, Jason, we're ready. All set?

Kim: No! We're not going back to the orphanage. We're going to help you.

Jason: Yeah.

Tenderheart: But you have parents waiting.

Jason: We made up our minds.

Kim: You showed us how to share our feelings, and that's just what we're going to do.

Tenderheart: Yeah? Really?

Kim and Jason: Yeah.

Wilt: We wanna help too. I mean, we don't want Maleficent to take away everybody's feelings and take over all the worlds. I'm sorry, is that okay?

(the Care Bears cheer)

Tenderheart: All right, our first job is to go to Earth and find Nicholas. Friend Bear, Secret Bear, you head down with Mac, Bloo, Kim, and Jason. We'll follow.

(Friend Bear and Secret Bear step under the Rainbow Rescue Beam)

Tenderheart: (hands Jason the key from the speel book) Hold on to this for me, Jason. Don't loose it. It's very important.

Jason: (puts the key in his pocket) Don't worry, Tenderheart, I wouldn't lose it for nothing.

(Mac, Bloo, Kim, and Jason join Friend Bear and Secret Bear under the Rainbow Rescue Beam)

Mac: See you guys on Earth!

(Mac, Bloo, Kim, Jason, Friend Bear, and Secret Bear are sent away in the Rainbow Rescue Beam)

Tenderheart: All right, Wilt, Eduardo, Coco, Champ Bear, and Funshine, you're next!

(another Cloud Quake occurs, the Rainbow Rescue Beam shuts down)

Grumpy Bear: Oh, no! The Rainbow Rescue Beam's jammed! They never made it to Earth.

Coco: Coco coco coco coco coco co?

Wilt: Yeah. I'm sorry, but what do you mean they never made it to Earth?

Tenderheart: Where are they?

Grumpy Bear: They're lost somewhere between here and Earth.

(Eduardo cries)

Eduardo: Gone! They es gone!

Wish Bear: What do we do now?

Grumpy Bear: We can't follow them.

Tenderheart: And the evil spirit and Maleficent said this was just the beginning.

(Maleficent and the spirit laugh offscreen, at the fair)

Narrator: As Nicholas continued to cast the spirit's evil spells, more and more people stopped caring.

(Nicholas, Maleficent, and the evil spirit are in a castle, Nicholas gazes into a bubbling cauldron)

Nicholas: (laughs) Everyone in this town has friends. But soon they'll all be just like me. Friendless!

(the spirit makes a wicked smile, Maleficent chuckles evilly, a green cloud swirls out the castle window)

Narrator: As this wave of uncaring grew, so did the storms around Care-a-lot.

(storms rage in Care-a-lot, two Care Bears repair a rainbow, two more save a star from being blown away in the wind)

Narrator: The Care Bears were trapped, cut off from the Earth, and any chance of rescuing Mac, Bloo, Kim, Jason, Secret Bear, and Friend Bear.

(Grumpy Bear is working on the Rainbow Rescue Beam)

Narrater: The Cloud Quakes had broken the Rainbow Rescue Beam. But the Care Bears would never give up. That's what made them think of the river.

(the Care Bears are at a river, a cloud boat with a smiling star sail rises from the river, it forms a rainbow bridge, Wilt, Eduardo, Coco, and most of the Care Bears climb aboard, Wish Bear places her Star-oscope on the front of the boat, the boat shoves off)

Good Luck Bear: Good luck, everyone.

Grams Bear: We're counting on you!

Narrator: No one in Care-a-lot had ever followed the river. They had no idea whether it would lead them to Mac, Bloo, Kim, Jason, and the missing Care Bears, or to nowhere at all. But the Rainbow Rescue Beam had dropped Mac, Bloo, Kim, Jason, and the two Care Bears right smack in the middle of a strange new land.

(Mac, Bloo, Kim, Jason, Friend Bear, and Secret Bear are hanging from a branch in a tree in the Forest of Feelings)

Kim: Wow. This doesn't look like the Earth I remember.

Mac: Where are we?

Jason: Maybe we're still in Care-a-lot.

Friend Bear: If this is Care-a-lot, then someone's been doing a little gardening since we left.

(the branch Kim is holding onto shakes)

Kim: I can't hold on much longer.

(Secret Bear whispers in Friend Bear's ear)

Bloo: What's he saying?

Friend Bear: Secret Bear says not to worry about falling. (Secret Bear whispers in his ear again) Worry about the lion instead.

(everyone sees Brave Heart Lion climbing the tree)

Everyone: Lion?

Mac: What are going to do!?

Friend Bear: Close your eyes. Maybe he won't see us.

(everyone closes their eyes and opens them back up, Brave Heart is gone)

Friend Bear: See? He's gone.

(Secret Bear taps on Friend Bear and points up, Brave Heart on the branch, he reaches for Kim, Kim groans)

Jason: Kim!

Brave Heart: Give me your hand, slowly.

(the branch breaks, Playful Heart comes and grabs Brave Heart's tail)

Jason: Oh, no!

(Playful Heart tries to pull everyone up, but they all fall, they land on the cloud-like ground)

Playful Heart: (about Mac, Bloo, Kim, and Jason) Hey, they don't have any tails.

Jason: Wow. The monkey can talk.

Bloo: Yeah, no kidding.

Playful Heart: What happened to all your fur?

Mac: We never had any fur.

Brave Heart: That's impossible! Every monkey has fur.

Playful Heart: And who said they were monkeys? Hmm?

Brave Heart: Well, they were up in the tree.

Playful Heart: I know. They're lions with haircuts.

Kim: We're not lions or monkeys.

Jason: Yeah. We're people.

Bloo: I'm an imaginary friend.

Friend Bear: And we're Care Bears.

Jason: Where do you come from?

Brave Heart: Why, we live here. Everyone in the Forest of Feelings knows of Playful Heart Monkey and Brave Heart Lion.

Friend Bear: Forest of Feelings?

Jason: Well, we're from Earth.

Friend Bear: And Care-a-lot.

Playful Heart: Earth? Care-a-lot? (laughs) There's no such place. (laughs)

Bloo: Is too!

Brave Heart: Don't mind Playful Heart. He loves to laugh at anything. I've heard tales long ago about other places. What are these other places like?

Mac: Well...

Friend Bear: (singing) Do you have a place where rainbows grow to carry a bear who's sliding?

Brave Heart: Well I have a rock and a cave below. Just perfect for hiding.

Jason: Do you have a house made all out of wood for keeping you dry when it's raining?

Friend Bear: I stay at the top when the rain goes drop. Look, I'm hydroplaning! Whee!

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: Forest of Feelings, Care-a-lot, and Earth aren't far apart. They differ in some ways, some ways not.

Jason: 'Cause home is in your heart.

Friend Bear: Do you have a star that can travel far and tell you what my star told me?

Playful Heart: No, but I have a tree that plays with me. With branches that swing and infold me.

Kim: Do you have a flower? We call it a rose. Its petals are softer than pillows.

Playful Heart: Look, I see a bee on Friend Bear's nose!

Kim: Stop! Stay perfectly still.

Friend Bear: Oh.

(Kim throws the rose, the bee follows it)

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: Forest of Feelings, Care-a-lot, and Earth are the homes we claim. Loving each other, what we've got are places with the different name.

Jason: But they're all the same.

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: Forest of Feelings, Care-a-lot, and Earth are the homes we claim. Forest of Feelings, Care-a-lot, and Earth are all the same.

Jason: Do you have a bed where you sleep at night with pillowy blankets all over?

Playful Heart: I sleep in a thicket on soft green grass covered with cushiony clover.

Friend Bear: My bed is cozy and light as a cloud.

Kim: Your bed is a cloud!

Friend Bear: (laughs) Oh, yeah.

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: Colors and flowers and hearts in the crowd are just about everywhere. Forest of Feelings, Care-a-lot, and Earth aren't far apart.

Jason: They differ in some ways, some ways not.

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: 'Cause home is in your heart. Forest of Feelings, Care-a-lot, and Earth are the homes we claim. Loving each other, what we've got are places with the different name. Forest of Feelings, Care-a-lot, and Earth aren't far apart. They differ in some ways, some ways not.

Jason: 'Cause home is in your heart.

Kim, Jason, Friend Bear, Brave Heart, and Playful Heart: Home is in your heart.

Brave Heart: You're welcome to stay in the Forest of Feelings as long as you like.

Mac: Thanks, Brave Heart, but we can't stay. We're on a mission to save Earth and Care-a-lot.

Kim: We have to find a way back back to Earth.

Jason: To help stop the evil spirit and Maleficent from taking all the feelings from everybody.

Brave Heart: Come on, everybody.

Kim: Where?

Brave Heart: If there is a way out of the Forest of Feelings, we'll help you find it. This way.

(at the castle)

Nicholas: There! The spell is cast. Now everyone in town will know the loneliness they've made me feel.

Spirit: Not quite.

Maleficent: Behold.

(Nicholas sees Mac, Bloo, Kim, Jason, Friend Bear, Secret Bear, Brave Heart, and Playful Heart in the cauldron)

Spirit: These three small children still care very much about everyone, except you.

Nicholas: But they were to fall under my spell.

Spirit: Ah, but those... those... soft little bears shield them from your spells with their love and caring. And that boy right there is shielded by his imaginary friend.

Nicholas: Bah! Let them go! I'm even now!

Spirit: Are you?

Maleficent: What about all the others?

Nicholas: Others?

Spirit: All the others that you have not yet cast your spells on. All the others that still care.

Nicholas: I've gotten even with the whole town. That's all I wanted.

Maleficent: The others will come after you for what you've done, child.

Nicholas: What should I do?

Spirit: You must finish it. Go ahead, say it!

(Nicholas recites a spell, he screams as a sentient spell emerges from the cauldron)

Spirit: This spell will seek out the children and the imaginary friend and bring them to us at any cost.

Nicholas: (stutters) Isn't there another way?

Spirit: No! They must be taught a lesson! A lesson for the children and the imaginary friend. A lesson for the town! A lesson for everyone.

Nicholas: What do you mean, "everyone"?

Spirit: (to the spell) Now go!

(the spell flies out the window)

Nicholas: You said, "a lesson." What kind of lesson?

Spirit: Never mind that. You must now collect the ingredients for your next spell.

(Wilt, Eduardo, Coco, and the Care Bears are sailing down the river in the Forest of Feelings)

Wish Bear: There's nothing ahead to tell us where we are, Tenderheart.

Wilt: I hope Mac, Bloo, Kim, Jason, Friend Bear, and Secret Bear are okay.

Coco: Coco coco coco.

Eduardo: I es mui worried about them too.

Love-a-lot Bear: Bear overboard! Bear overboard!

(Wish Bear turns her Star-oscope in the opposite direction she was facing, she notices she's standing on air and clings to the boat)

Love-a-lot: Bedtime Bear went to sleep and fell overboard.

(Eduardo cries)

Love-a-lot: (points) Look!

(Bedtime Bear, still asleep, risis out of the water on Cozy Heart's head)

Cozy Heart: Hi. I think you've lost something.

Love-a-lot: Oh, thank you very much. I'm sure Bedtime Bear will thank you, too, when he wakes up.

Cozy Heart: No thanks needed. I'm Cozy Heart Penguin. Helping someone in need is what warms my heart and keeps me cozy.

(Cozy Heart jumps and makes a splash, the water splashes Tenderheart, he shivers)

Tenderheart: Well, it must work, Cozy Heart. This water's freezing!

Cozy Heart: (jumps onto the boat) I love it!

(everyone laughs, the spell enters the water and becomes a fish, it swims rapidly in circles under the boat)

Tenderheart: First we have to find Mac, Bloo, Kim, and Jason, and then... (struggles to hold the steering wheel) Uh-oh, something's pulling at the wheel. Yow!

Wish Bear: Tenderheart, why are you turning here?

Tenderheart: I'm not! The boat's turning by itself!

Love-a-lot: We're caught in some kind of whirlpool!

(the boat turns and turns, the spell continues swimming, the whirlpool becomes stronger, the spell leaves)

Wish Bear: Somebody do something!

Lotsa Heart: (offscreen) A rope! Throw me a rope!

Cozy Heart: Do as he says!

Coco: Coco! (lays an egg with a rope inside)

(the egg pops open)

Lotsa Heart: Quick!

(Wish Bear creates a star from her belly and ties the rope around it)

Wish Bear: Guide this rope, little star.

(the star goes into the air and flies towards land while pulling the rope, Wish Bear ties the rope to the mast, the Care Bears' boat is pulled out of the whirlpool)

Love-a-lot: Oh, Champ Bear, we're saved!

(the boat is pulled towards the land, Lotsa Heart trumpets, Eduardo screams, Cozy Heart laughs)

Cozy Heart: May I introduce the strongest, most fearsome creature in the entire Forest of Feelings. Lotsa Heart Elephant.

Lotsa Heart: (comes out of the bushes) Hello.

Wilt: Sorry, but you're a lot smaller than you sound.

Lotsa Heart: It's true that I'm not big, but it's amazing what you can do if you really put your heart into it. (trumpets)

Eduardo: Ahh!

Lotsa Heart: Sometimes, (laughs) I even startle myself.

(Wilt, Eduardo, Coco, and the Care Bears laugh, Nicholas, the spirit, and Maleficent are watching them in the cauldron)

Nicholas: It's not going to work. Even the spell can't defeat them.

Spirit: The spell was just having a little sport.

Maleficent: The children and the imaginary friend are the ones he seeks.

(a cup of toadstool mold magically appears over the cauldron)

Spirit: Perhaps a sprinkle of toadstool mold would speed things up.

(a hand of green smoke from the cauldron pours the mold in, purple smoke erupts from the cauldron and swirls out the window, the spirit laughs, in Care-a-lot, Grumpy Bear is fixing the Rainbow Rescue Beam)

Good Luck Bear: Grumpy Bear! Grumpy Bear!

Grumpy Bear: (bumps his head) Ouch! Ow, ow, ow, ow, ow, ow, ow.

Good Luck Bear: The Caring Meeter is down to five. If it reaches zero, Care-a-lot is finished!

Grumpy Bear: And no one will care anymore.

Good Luck Bear: Any luck fixing the Rainbow Rescue Beam?

Grumpy Bear: I think I used up all my good luck getting this far.

Good Luck Bear: Maybe your luck's run out, but not mine! (he produces a four-leaf clover from his belly and comes down the staircase)

Grumpy Bear: (takes out a broken piece) I need a piece that looks like this.

(Good Luck Bear slips on a lollipop, it hits Grumpy Bear's head and lands in his hand)

Good Luck Bear: Try that. It's Baby Hugs' lollipop.

Grumpy Bear: Perfect! You know, Baby Hugs and Tugs are gonna make fine Care Bears. Uh... one of these days.

(thunder claps outside, in the Forest of Feelings, Mac, Bloo, Kim, Jason, Friend Bear, Secret Bear, and Playful Heart sit under a tree, Brave Heart walks on)

Brave Heart: You rest there while I scout up ahead.

(the tree Mac, Bloo, Kim, Jason, Secret Bear, Friend Bear, and Playful Heart are under is posessed by the spell, it opens its eyes and mouth and reaches down for Mac, Bloo, Kim, and Jason)

Playful Heart: While Brave Heart's gone, let's play a guessing game. What am I? (he gasps and speaks gibberish)

Kim: Gee, I don't know.

Playful Heart: Look out!

(the tree grabs Mac, Bloo, Kim, and Jason)

Jason: Help!

Kim: Let us go!

Bloo: Help!

Mac: Help! Somebody help me!

Jason: Help!

(Brave Heart hears the screaming and comes running back)

Brave Heart: Oh, no!

Kim: Let us go!

Brave Heart: Charge!

(Brave Heart charges at the tree, the tree pushes him back with a branch)

Friend Bear: All right, you asked for it!

(Friend Bear climbs up the tree, a vine from the tree catches him and pulls him into the branches, Brave Heart growls, picks up a stick, and hits the tree, two more vines capture Playful Heart and Secret Bear, Swift Heart dashes to the rescue)

Brave Heart: Let them go! (he sees Swift Heart run up the tree) Swift Heart!

(Swift Heart chews at the vine holding Secret Bear, Brave Heart catches him, Swift Heart chews the vine holding Friend Bear, Brave Heart catches him too, Swift Heart frees Playful Heart, he teases the tree, one of the tree's arms chases him all around the the tree, tying it up, Playful Heart frees Mac, Bloo, Kim, and Jason, Brave Heart catches them, Playful Heart swings down)

Brave Heart: Let's get outta here! Come on, Swift Heart.

Swift Heart: I'm way ahead of you.

(everyone laughs when they see Swift Heart ahead of them)

Jason: Oh, no!

(the tree swings one of its branches at the group, they get out of the way just in time, they watch as the spell leaves the tree and flies away)

Swift Heart: (pants) That's the most unfriendly tree I've ever seen.

Brave Heart: Well, thanks to you, Swift Heart, we're safe for now.

Friend Bear: There's a serious task at hand, Swift Heart. It seems that the evil spirit and Maleficent are after Mac, Bloo, Kim, and Jason.

Swift Heart: Maleficent and an evil spirit in the Forest of Feelings?

(Brave Heart nods)

Brave Heart: We'll fill you in as we go. Let's get moving.

(the Care Bears' boat continues sailing down the river)

Tenderheart: Lotsa Heart, do you think this river might lead us down to Earth?

Lotsa Heart: Well, it has to go somewhere.

Tenderheart: Hang on, everyone, we're going for a ride.

(the boat goes down the rapids)

Lotsa Heart: Look, a cave!

(the boat goes into the cave, it's dark inside)

Eduardo: Ahh!

Tenderheart: I can't see a thing.

Bright Heart: Steer to the left!

Coco: Coco co?

Funshine: Not me.

Love-a-lot: Neither did I.

Wish Bear: It wasn't me.

Bright Heart: It was me! I said it!

Tenderheart: Who are you?

Bright Heart: Don't ask questions. Steer left, quick!

Tenderheart: Hang on, everyone!

(the boat turns left)

Bright Heart: Phew! That was close. You almost smashed right into a big rock.

Funshine: Look! I see light up ahead.

(the boat exits the cave, everyone notices Bright Heart)

Tenderheart: A raccoon?

Wilt: No wonder you could see in the dark.

Lotsa Heart: Not just a raccoon. Bright Heart Raccoon.

Bright Heart: I can usually see my way through anything.

Wish Bear: Waterfalls ahead!

Tenderheart: We better do something quick. Care Bears!

(the Care Bears huddle together, whisper to each other, and back up)

Tenderheart: Ready? Now!

(the Care Bears each emit a duplicate of their respective belly symbols, the symbols float up and swirl together, forming a red heart baloon tied to the top of the boat's mast)

Tenderheart: Whoa!

Eduardo: Ahh!

Coco: Coco!

(everyone screams as they're about to go over the waterfall, the heart baloon saves them)

Tenderheart: Well done, Care Bears.

Lotsa Heart: Let's hear it for the Care Bears!

Everyone: Hip, hip, hurray! Hip, hip, hurray! Hip, hip, hurray!

(Mac, Bloo, Kim, Jason, Friend Bear, Secret Bear, Brave Heart, Playful Heart and Swift Heart are walking along, the spell flies over them)

Brave Heart: Oh, no!

(the spell takes the form of a bird, Mac and Bloo gasp)

Brave Heart: Run!

(everyone runs, Brave Heart stays behind)

Kim: Brave Heart!

(the spell flies at Brave Heart, Brave Heart tries to hit it, but it flies right over him, the spell flies towards Mac, Bloo, Kim, and Jason, the four of them gasp and duck before the spell can grab them, the spell flies around for another attempt to capture its prey, Mac, Bloo, Kim, and Jason run, they come to a cliff)

Jason: Whoa!

(Kim almost falls, but Swift Heart saves her, the spell flies in, Playful Heart climbs a tree and jumps on the spell, Mac, Bloo, Kim, and Jason scream as they slide down the cliff, the spell scares Playful Heart into letting go, he falls and lands in a tree, he sees Mac, Bloo, Kim, and Jason in the open)

Playful Heart: Oh, no!

Jason: You okay, Kim?

Kim: Mac, Bloo, Jason, we've got to run.

Bloo: Where?

Mac: We're trapped!

Jason: (gasps) And that bird knows it, too.

Friend Bear: We can't reach them!

(Secret Bear whispers in Friend Bears ear)

Friend Bear: You're right, Secret Bear. Our only hope is a Care Bear Stare. I just hope it works. There's only two of us.

(Secret Bear pretends to punch)

Friend Bear: Right again. We've got to try.

(the spell swoops down at Mac, Bloo, Kim, and Jason)

Friend Bear: Care Bears stare!

(Friend Bear and Secret Bear unleash their Care Bear Stare on the spell, the spell flies away a bit)

Friend Bear: The two of us aren't enough!

(the spell flies up and comes back down again, Brave Heart and Swift Heart slide down the cliff, the spell continues its dive for Mac, Bloo, Kim, and Jason)

Friend Bear: Oh, no!

(the spell nearly catches its targets, but gets hit with an even more powerful Care Bear Stare)

Friend Bear: Look!

(the Care Bear Stare is coming from the Care Bears' boat)

Friend Bear: Care Bears stare!

(Friend Bear and Secret Bear unleash their Care Bear Stare on the spell again, this time, the spell is defeated, everyone cheers, Friend Bear and Secret Bear fall down the cliff)

Brave Heart: That was magnificent. Your friends arrived just in time.

(the boat forms its rainbow bridge, Tenderheart, Wilt, Eduardo, and Coco come on land)

Tenderheart: Mac, Bloo, Jason, Kim! You're all right!

Kim: Thanks to our new friends.

(Brave Heart, Swift Heart, and Playful Heart laugh)

Tenderheart: I know exactly what you mean.

Wilt: Sorry, but I thought we'd never find you.

Eduardo: We have been so mucho worried about you!

Coco: Coco coco coco coco.

Mac: It's good to see you guys again too.

Bloo: Same here.

Lotsa Heart: I think things will get a lot easier now that we're together, Brave Heart.

Brave Heart: I couldn't agree with you more, Lotsa Heart. (to our heroes) Soon you'll be out of the Forest of Feelings. Then your journey will really begin.

Mac: Aren't you coming with us?

Brave Heart: Well, uh... yes, if you think we could help.

Tenderheart: Glad to have you along. We can use all the help we can get.

Brave Heart: Well, in that case... (roars)

(Lotsa Heart trumpets)

Brave Heart: (singing) We're calling for the Loyal Hearts wherever they may be.

Lotsa Heart: We're calling for the Proud Hearts to come and follow me.

Brave Heart: We're calling for the Gentle Hearts to keep us company.

Lotsa Heart: And it would be a Treat Heart if you would follow me.

Care Cousins: 'Cause there's a job to be done. We're gonna need everyone. Because nobody can do it alone. We'll need the swift and the small. We'll need the strong and the tall. 'Cause everyone has a strength of their own. And when you put it all together, then there's a power no one can deny. It's the power to share. It's the power to care. 'Cause when you care you're not afraid to try. And when you put it all together, then there's a power no one can deny. It's the power to share. It's the power to care. 'Cause when you care you're not afraid to try.

(our heroes sail off in the Care Bears' boat, they are seen in the cauldron)

Spirit: They're on their way.

(Nicholas is sleeping, he wakes up)

Nicholas: Here?

Maleficent: You'll be prepared for them.

Nicholas: How?

Spirit: By completing your final spell.

Nicholas: Final spell?

Spirit: Yes. You must gather the elements quickly. When those three children and those four imaginary friends arrive, they must be all that is left of caring in this world.

Nicholas: You don't mean...

Spirit: Yes! Everyone must be taught the lesson.

Maleficent: And once your final spell has been cast, all the magical worlds will be plunged into darkness. Join me. Collect the ingredients for your final spell. Then we will rule all the worlds together.

Nicholas: But...

Spirit: Don't you see, Nicholas? It's too late to stop now. You must finish what you started! There's no turning back!

(the spirit laughs, Nicholas and Maleficent join in, the world outside is now a dark wasteland)

Narrator: It was hard to believe that only a short time ago, this was a place of happiness and joy. Now, without love to keep it alive, it had become a home of fear, loneliness, and ruin.

(children snicker and throw a tomato at Fetuccini's wagon)

Narrator: Time was running out for the Care Bears. Maleficent, Nicholas, and the evil spirit had to be stopped before they cast their final spell.

(the Care Bears' boat comes out of a Tunnel of Love, now renamed the "Tunnel of Hate", Mac, Bloo, Wilt, Eduardo, and Coco gasp)

Brave Heart: A world without caring? This doesn't look like the Earth you talked about.

Mac: This is awful!

Wilt: Look at this mess. I'm sorry, but that is not okay.

(the boat stops at a dock, Brave Heart gets off, Tenderheart gets off as well)

Tenderheart: We've got to stop it before it gets worse.

(Gentle Heart Lamb climbs off the boat)

Gentle Heart: I don't think this place could get any worse.

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

Brave Heart: I agree, Tenderheart. The first ones to spot them, warn the others. Okay let's go get 'em.

(everyone leaves, Mac, Bloo, Wilt, Eduardo, Coco, and Jason stay behind for a moment)

Tenderheart: Jason, do you still have the key that I gave you?

Jason: (takes the key out of his pocket) Sure do.

Tenderheart: Good. Now, Promise me you, Mac, Bloo, Wilt, Eduardo, Coco, and Kim will stay as far away from Maleficent, Nicholas, and the spirit as you can.

Eduardo: Si, Tenderheart, I'm scared straight. We take your advice. We stay far, far away from Maleficent, Senior Nicholas, and the spirit.

Jason: But I wanna help.

Tenderheart: You can help best by guarding that key.

Jason: B-but...

Tenderheart: If we lose that key, Jason, we can never win.

Jason: (puts the key back in his pocket) I understand, Tenderheart. You can count on me. (he walks off)

Mac: Wilt, you go with Ed and Coco. Me and Bloo will go with Kim and Jason.

Wilt: Sure, Mac.

(our heroes leave, Tenderheart leaves too, Love-a-lot and Gentle Heart sneak around Fetuccini's wagon, Maleficent is just outside the door, Nicholas comes out laughing evilly, he goes on the opposite side of where Love-a-lot and Gentle Heart are, he then comes around to their side looking for ingredients, Love-a-lot and Gentle Heart hide under the wagon, Nicholas approches the wagon)

Nicholas: Three apple cores. Just what I need.

(one apple core falls to the ground, Nicholas kneels down to pick it up, he looks under the wagon)

Nicholas: Aha! (he reaches under the wagon and grabs a spiderweb) One spider's web. (laughs) My list is almost complete.

(Love-a-lot and Gentle Heart hide on the other side of the wagon while holding onto a sign, Nicholas passes by without noticing them)

Nicholas: A few more items, a few magic words, and presto, a world without love.

(Maleficent still stands by the door of the wagon)

Maleficent: Soon, Nicholas' final spell will be cast. Care-a-lot will be no more, and Earth and all the other worlds will be mine. But Mac, Bloo, their friends, the children, the Care Bears, and the creatures from the Forest of Feelings lurking about may pose a threat to us. It will not be easy to find Mac, Bloo, their friends, the children, and the ingredients for Nicholas' spell all at once. Such a search may take some time. (she disappears)

Gentle Heart: Oh, Love-a-lot, did you hear that?

Love-a-lot: We have to get word to the others before it's too late.

Nicholas: Hmm... Let's see. (looks in his bag) Apple cores, spider's web, milkweed pod... (hears rattling) Huh?

(Nicholas approaches the "Ball Toss" stand, he looks around, he laughs and reaches past Cozy Heart and Secret Bear pretending to be stuffed animals, he grabs a cigar butt)

Nicholas: A cigar butt. I almost missed it. Now, one last thing to find.

(Nicholas leaves, Cozy Heart and Secret Bear let out a sigh of relief, Friend Bear and Playful Heart are being chases by two boys)

Boy: There they go.

(one boy throws a ball, the other kicks a box of picture frames, Playful Heart and Friend Bear hide behind an organ, the boys run by)

Playful Heart: Phew! That was close. (he leans on one of the organ's levers)

(the organ plays music, Friend Bear and Playful Heart try to run, but bump into each other, the Care Bears and Care Cousins try to find a place to hide)

Eduardo: Aye Carumba. (about Nicholas, Maleficent and the evil spirit) How can we stay away from them if we don't know where they are?

(Mac, Bloo, Kim and Jason run around a tent and bump into Nicholas and Maleficent)

Maleficent: Well... This is a pleasant surprise. I search the fair grounds with Nicholas for the ingredients he needs for his final spell... And lo! We find Mac, Bloo and the children! (chuckles) Seize them, Nicholas!

("Look Out" is sung, Nicholas glares)

Mac: Run!

(the four friends run from Nicholas and into the funhouse, Nicholas follows our heroes into the funhouse, they pause on the bridge, Nicholas points at them, the end of the bridge on which Mac, Bloo, Kim, and Jason stand swings back and forth, Nicholas is getting closer, our heroes go down red stairs, the stairs turn into a slide, allowing Mac, Bloo, Kim, and Jason to get farther away from Nicholas, Nicholas slides down, Swift Heart and Bedtime Bear move a lever, the slide becomes a staircase again, Nicholas roughly bounces down, our heroes try to escape through the spinning tunnel, Nicholas glares, Champ Bear and Lotsa Heart grab the straps that make the tunnel rotate, the tunnel stops, our heroes escape, Nicholas goes through the tunnel, Lotsa Heart and Champ Bear let go of the straps, the tunnel rotates again, Nicholas recites a spell to make the tunnel stop again, it stops with him upside down, he falls, he then exits the funhouse to continue his search for our heroes, Cozy Heart splashes him, Nicholas blasts a laser from his finger, Cozy Heart hides in the water)

Swift Heart: Hey!

(Swift Heart comes out of nowhere and jumps on and over Nicholas, Nicholas blasts lasers at Swift Heart but misses, Mac, Bloo, Kim, and Jason are hiding behind a clown poster, they disappear when Nicholas turns around, Swift Heart bounces and teases Nicholas while evading his lasers, he bumps into a trash can and spins in the lid)

Final lyrics in "Look Out": What can you do if there's only four of you? What can you do if there's only four of you? What can you do if there's only four of you?

(Swift Heart stops spinning, Nicholas is about to fire another laser but pauses, he looks at his foot)

Nicholas: Huh? Icky, sticky bubble gum! The last ingredient I need for my final spell.

(Nicholas laughs, Swift Heart escapes)

Nicholas: Let them try and stop me now! (he laughs as he heads back to the castle)

(at a merry-go-round)

Friend Bear: Swift Heart, are you all right?

Swift Heart: You bet, Friend Bear. It takes more than that to slow me down.

Love-a-lot: Where are Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason?

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

Tenderheart: Okay, Brave Heart. You round up your friends and try to find Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason. Care Bears, follow me.

Cozy Heart: What are you going to do, Tenderheart?

Tenderheart: We have to try and get through to Nicholas.

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

Love-a-lot: And that he really cares about everyone else.

Cozy Heart: With a Care Bear Stare?

Share Bear: That's right, Cozy Heart.

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

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

Brave Heart: Let's go. We don't have much time.

(the Care Bears and Care Cousins split up, in Care-a-lot)

Narrator: It was going to take every ounce of caring that the Care Bears could muster to reach Nicholas. But as you remember, they were two bears short. Grumpy Bear and Good Luck Bear were still in Care-a-lot trying to fix the Rainbow Rescue Beam, or what was left of it.

Grumpy Bear: I just need a little more time.

Good Luck Bear: That's the one thing we don't have. The Caring Meter has fallen to three. In no time, it'll fall to zero. And that's the end of Care-a-lot.

Grumpy Bear: We've got to get down there and help!

(thunder claps, the ground in the Care-a-lot main hall cracks, at the castle, Nicholas recites a spell)

Spirit: Good. Now, the final ingredient.

(Nicholas takes out his shoe with gum on the bottom and pauses)

Spirit: Quickly!

Maleficent: Why do you stop?

Nicholas: I... I... I don't want...

Spirit: You don't want to? You must!

Maleficent: You do not have a choice, Nicholas! You're mine!

Spirit: You can't care about anything!

Tenderheart: No!

Spirit: You've gone too far! Too far to stop! You can't stop! You are beyond this!

(Nicholas tries to keep smokey hands from the cauldron from taking the last ingredient)

Tenderheart: Stop!

(distracted, Nicholas lets go of his shoe, the cauldron takes it, white smoke bursts out, the spirit chuckles)

Tenderheart: Nicholas! Nicholas! Nicho-

Nicholas: You're too late. Too late! The last spell is cast!

(the spell swirling from the cauldron has an evil face that is much different from the one that hunted Mac, Bloo, Kim, and Jason)

Tenderheart: We care about everyone, even when they don't care about us.

Friend Bear: And right now, the one we care about most is you, Nicholas! You!

Tenderheart: Care Bears, get ready. Care Bears, stare!

(the Care Bears unleash their Care Bear Stare on Nicholas, he looks as though he now understands)

Maleficent: Grrr...

Spirit: (to Nicholas) You don't care! You don't care!

(the final spell knock Nicholas out of the way of the Care Bear Stare and sends the Care Bears out of the castle in the roller coaster)

Nicholas: Now for the very last three children and those imaginary friends.

(Nicholas laughs, followed by Maleficent)

Narrator: With the final spell cast, the skies in all the magical worlds grew dark. It seemed like Maleficent won. All hope seemed lost.

(darkness fills the skies in Oz, Never Land, Candy Land, and the Forest of Feelings, outside the castle, the spell soars out the window, the Care Bears and Care Cousins are back together)

Lotsa Heart: What happened in there?

Share Bear: The Care Bear Stare didn't work! The spirit's power is too strong!

Tenderheart: Brave Heart, where are Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason?

Brave Heart: We can't find them anywhere.

Love-a-lot: Uh-oh, (points at the castle door) look!

Cozy Heart: Maleficent?

Maleficent: You poor, simple fools. Thinking you could defeat me. Me! The Mistress Of All Evil! Well, here's your precious Nicholas.

(Maleficent pulls back part of her robe to reveal Nicholas approaching from behind her on the roller coaster with the evil spirit in his hands, she chuckles then laughs evilly as she disappears)

Nicholas: Where are they?

Friend Bear: As long as Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason still care, his spell's not complete.

Bright Heart: You mean, you can still save him?

Tenderheart: We can still save him.

Gentle Heart: But How?

Tenderheart: Just feel it! Care Bears!

(the other Care Bears line up alongside Tenderheart, Grumpy Bear and Good Luck Bear appear)

Grumpy Bear: Well, what do you know? The Rainbow Rescue Beam worked.

Good Luck Bear: See? We just needed a little luck.

Grumpy Bear: Looks like we're gonna need more than that.

Nicholas: Where are they? Where are you hiding the boys, the girl, and the imaginary friends?

Tenderheart: You don't know what you're doing, Nicholas. Listen to your heart, and you'll find the truth.

Nicholas: Where are they?

Tenderheart: Care Bears, stare!

(the Care Bears unleash their Care Bear Stare on Nicholas once again, Nicholas and the spirit laugh)

Spirit: Too late. Too late.

Brave Heart: Tenderheart's right. We can do it, but we have to do it together.

Cozy Heart: Do what?

Brave Heart: Okay, everybody. Everybody...

(Lotsa Heart trumpets)

Brave Heart: That's it! Everybody call!

(Brave Heart roars, the other Care Cousins call, the spirit starts losing control of Nicholas)

Spirit: No! Nicholas! (she mutters and flips through her pages)

(the Care Bears stop their Care Bear Stare and are exhausted from it, the Care Cousins become exhausted from their calling and stop, the spirit regains control of Nicholas, Mac, Bloo, Wilt, Eduardo, Coco, Kim, and Jason run up to him)

Tenderheart: Mac, Bloo, Wilt, Eduardo, Coco, Kim, Jason, no!

Spirit: It's them! It's the children and the imaginary friends.

Jason: Nicholas! We care about you. We used to be like you. We thought nobody cared.

Kim: But we were wrong. Now we want to be your friends, Nicholas, and make sure you're never alone again.

Mac: We care about you too, Nicholas. We're not your enemies, Maleficent and the spirit are.

Bloo: Yeah! We know you don't wanna take away everybody's feelings.

Wilt: I'm sorry, Nicholas, but you can't help Maleficent. It's not okay.

Eduardo: Si, she and the spirit are mui meano.

Coco: Coco coco coco coco coco coco co.

Kim: Believe us, Nicholas, believe us.

Nicholas: I... I... I believe you.

Spirit: No, you can't! Don't do it. Stop. You don't care! They don't care!

Mac: Don't listen to her, Nicholas! She's lying!

Bloo: Yeah, just close the book.

(Nicholas starts closing the book)

Spirit: Stop! Please, don't close me!

(Nicholas closes the spell book, he struggles to keep it closed, he presses it to the ground)

Tenderheart: Jason, the key. The key!

Bloo: Hurry, Jason!

(Jason reaches into his pocket, Nicholas and Tenderheart try to keep the book closed)

Nicholas: I... I-I can't hold it much longer!

(Jason takes the key from his pocket, a green beam from the keyhole on the book makes it disappear)

Kim: No!

Jason: Oh, no!

(the spirit laughs, Secret Bear runs up to Jason)

Secret Bear: Hold on, Nicholas.

(Secret Bear produces a key from his belly, it lands in Jason's hands, he locks the book with it, the evil spirit groans, the Care Bears and Care Cousins cheer)

Nicholas: Thank you.

(the Care Bears and Care Cousins continue cheering, Lotsa Heart trumpets)

Maleficent: No! It cannot be!

(Maleficent teleports down and confronts everyone, they all gasp)

Maleficent: Now shall you deal with me, you fools. And all the powers of hell! (she assumes her dragon form while laughing evilly)

Brave Heart: Charge!

(Brave Heart charges at Maleficent, she breathes fire, the impact from the fire hitting the ground knocks Brave Heart back, Maleficent beathes fire at Brave Heart two more times, but Brave Heart jumps back both times to avoid getting hit)

Kim: Brave Heart!

(Maleficent peeks her head through the wall of flames, Brave Heart picks up a stick and hits Maleficent on the nose, Maleficent snarls and snaps at Brave Heart)

Mac: We have to save Brave Heart! Maleficent's too strong for him!

Tenderheart: Care Bears, stare!

(the Care Bears unleash a Care Bear Stare on Maleficent, she breathes fire at them, the wall of flames stops the Care Bear Stare, Maleficent blasts fire at Wilt, the impact from the flames sends him flying, Coco attacks with a flamethrower she laid, Maleficent breathes more fire and sends her flying too)

Bloo: Ha! Ametureths! Foolish monster! Thou haseth varneshed my friends. But can thou doth compete with a first class, grade A, bonafied adventurer and most awesome guy in thine world?

(Bloo picks up rocks and throws them at Maleficent, she laughs and breathes fire at him, Bloo is blasted into the air, he falls but Eduardo jumps and catches him)

Bloo: Throwing rocks? What was I thinking? That was so dumb.

(Eduardo glares and goes to fight Maleficent)

Bloo: Ed, no! Maleficent defeated Wilt and Coco. Aren't you scared?

Eduardo: Si, but I must stop Maleficent. (he goes off)

Bloo: My hero.

(Eduardo roars and charges at Maleficent, she breathes fire and sends him flying)

Bloo: Aw man...

Kim: The Care Bears can't stop her!

(Secret Bear comes to Mac and Bloo, he produces a sword from his belly, it lands in Mac's hands)

Mac: A sword? You want us to fight her now?!

Tenderheart: We can't defeat Maleficent, but you can.

Bloo: Are you crazy?

Nicholas: Here she comes!

(Maleficent chases Mac and Bloo to the edge of a cliff)

Wilt: I'm sorry! I'm sorry! I'm sorry! But that's definitely not okay!

Coco: Coco coco coco coco coco!

Bloo: Mac, we're trapped! I guess this is it.

Mac: Oh, no it's not, Bloo.

Bloo: Say what?

Mac: I've got an idea. When I give the signal, we'll throw the sword together.

(Mac and Bloo both hold the sword at the same time, Maleficent draws closer)

Mac: Ready, Bloo?

Bloo: Ready, Mac!

(Maleficent lunges at our heroes)

Mac: NOW!!!

(Mac and Bloo toss the sword, it pierces Maleficent's heart, she cries out in pain and falls towards Mac and Bloo, they jump out of the way as snaps her jaws at them, she falls off the cliff, Mac and Bloo look down to see Maleficent's robe with the sword embedded in it, they laugh and dance, Nicholas removes his cape and walks away with Kim, Jason, the Care Bears, and the Care Cousins)

Narrator: With Maleficent gone, the magical worlds were saved. And the news that Mac and Bloo defeated Maleficent was spread far and wide.

(in Munchkinland)

Glinda: Let the joyous news be spread! Maleficent at last is dead!

Munchkins: (singing) Ding-Dong! Maleficent's dead. Maleficent, Maleficent. Ding-Dong! Maleficent is dead. Wake up, you sleepyhead. Rub your eyes, get out of bed. Wake up, Maleficent is dead. She's gone where the goblins go below, below, below. Yo-ho! Let's open up and sing, and ring the bells out. Ding-Dong! The merry-o. Sing it high, sing it low. Let them know Maleficent is dead.

Mayor: Then this is a Day of Independence for all the Munchkins and their descendants.

Munchkin in pink: If any!

Mayor: Yes, let the joyous news be spread. Maleficent at last is dead!

Munchkins: Ding-Dong! Maleficent's dead. Maleficent, Maleficent. Ding-Dong! Maleficent is dead. Wake up, you sleepyhead. Rub your eyes, get out of bed. Wake up, Maleficent is dead. She's gone where the goblins go below, below, below. Yo-ho! Let's open up and sing, and ring the bells out. Ding-Dong! The merry-o. Sing it high, sing it low. Let them know Maleficent is dead.

(the people in Emerald City cheer, in Never Land, Peter Pan, Tinker Bell, and the Lost Boys celebrate, the Indians dance, and the mermaids cheer, the denizens of Candy Land cheer and celebrate as well, we return to the fair)

Narrator: And so it was that the love and caring of the Care Bears, their new friends, Mac, Bloo, Wilt, Eduardo, Coco, and the two children saved the day.

Kim: I guess Care-a-lot is safe and sound again.

Jason: And as long as Care-a-lot is safe, so is the world below it.

Mac: Yeah. And now that Maleficent's gone, the Land of Oz, Never Land, Candy Land, and the Forest of Feelings are safe too.

Eduardo: Si.

Coco: Coco!

Wilt: Yeah.

Bloo: I think everyone'll sleep a lot better without her around anymore.

Nicholas: Mr. Fetuccini! I almost forgot. (races to Mr. Fetuccini's wagon) He's still under that sleeping spell.

Mr. Fetuccini: (steps out) It's showtime!

Nicholas: Mr. Fetuccini! I'm sorry.

Mr. Fetuccini: Nicholas, I just had the most wonderful dream. (chuckles) I dreamed I changed my poster, so that's what I'm going to do. Now it'll read: "Fetuccini and Nicholas." So what do you say, huh? A partnership.

Nicholas: A part... a part...

Mr. Fetuccini: Oh, all right. "Nicholas and Fetuccini."

Nicholas: Oh, thank you so much. You won't be disappointed, I promise. I can't believe this. And I owe it all to the Care Bears and...

Mr. Fetuccini: To who?

Nicholas: The uh... uh... er, um... Friends. Friends, Mr. Fetuccini. Just friends.

Mr. Fetuccini: (laughs) Friends! That's what it's all about, Nicholas, my boy. That's what it's all about. (laughs)

(Nicholas and Fetuccini head inside the wagon)

Narrator: No matter what happened, Nicholas now knew that someone would be watching over him at all times. And most important of all, Nicholas had learned that the best way to make friends is to be a friend yourself.

(Nicholas tries to make cards appear magically in his hand, they burst from his hand and scatter on the ground, Mr. Fetuccini laughs, they pick up the cards, the Care Bears and Care Cousins are gathered in the main hall in Care-a-lot)

Tenderheart: Our friends from the Forest of Feelings have proven to everyone that there's always a way to show that you care. And so the purpose of this festive occasion is to let all bear witness to the inauguration of our friends into the Care Bear family.

Man: (singing) Now all you Care Bear cousins come and gather next to me. We're standing here together just as proud as we can be. We save the world for caring folks like you, and you, and me. And when we care together, we become a family. And it's great to be in that Care Bear family.

Care Bears: In that Care Bear family.

Man: And I'm proud to see that you're standing here with me.

Care Bears: That you're standing here with me.

Man: When a job that we've done, there was a part for everyone. So let's give our brand new family a cheer.

Care Bears and Care Cousins: Yeah!

Man: And it makes me wanna shout.

Secret Bear: Yeah!

Man: I can get my feelings out. When a friend is right there to lend an ear. And it's great to be in that Care Bear family.

Care Bears: In that Care Bear family.

Man: Yes it's great to be in that Care Bear family.

Care Bears: In that Care Bear family.

Man: Yes it's great to be in that Care Bear family.

Care Bears: In that Care Bear family.

Man: And I'm proud to be proud to see that you're standing here with me.

Care Bears: That you're standing here with me.

Man: Yes it's great to be in that Care Bear family.

Care Bears: In that Care Bear family.

(the camera flies over the fair, Nicholas is on stage under a tent, Mac, Bloo, Wilt, Eduardo, and Coco are in the audience, and so are Kim, Jason, and their new parents)

Nicholas: And now, the Amazing Nicholas will pull a dove out ofhis hat.

(Nicholas pulls five cards out of his hat, he changes them into a bird, the crowd cheers, Mr. Fetuccini watches from the stage unseen by the audience)

Mr. Fetuccini: That's my boy. Bravo, Nicky! Bravo! (laughs) Bravo, Nicky! Bravo!

Kim: Hey, Jason, aren't parents great?

Jason: Yeah.

Coco: Coco coco coco coco coco coco.

Mac: I'm happy for Kim, Jason, and Nicholas too, Coco.

Wilt: Sorry, but it's good to see that Kim and Jason have a new loving family, and that Nicholas finally made some friends.

Eduardo: (sobbing) I es love a happy ending.

Bloo: Whatever. I'm just glad we got rid of Maleficent.

Narrator: And so Kim and Jason found the parents they wanted so very much. And Mac, Bloo, Wilt, Eduardo, and Coco went back to Foster's and told everyone the story of their adventure and lived happily ever after.

(the camera shows Tenderheart flying into the sky in the Cloud-mobile, a giant red heart appears with a pink background behind it, the Care Bears and Care Cousins appear waving goodbye, "The End" appears on the heart, "Care-a-lot" is sung as the credits roll)


Sean Marquette as Mac

Keith Ferguson as Bloo

Phil LaMarr as Wilt

Tom Kenny as Eduardo

Candi Milo as Coco

Eleanor Audley as Maleficent

Mickey Rooney as the Narrator

Jackie Burroughs as the Evil Spirit

Georgia Engel as Love-a-lot Bear

Cree Summer as Kim

Sunny Besen Thrasher as Jason

Eva Almos as Friend Bear and Swift Heart Rabbit

Patricica Black as Share Bear and Funshine Bear

Terri Hawkes as Baby Hugs

Melleny Brown as Birthday Bear, Cheer Bear, and Baby Tugs

Bob Dermer as Grumpy Bear

Gloria Figura as Bedtime Bear

Brian George as Mr. Fetuccini

Janet-Laine Green as Wish Bear

Luba Goy as Lotsa Heart Elephant and Gentle Heart Lamb

Dan Hennessey and Harry Dean Stanton as Brave Heart Lion

Jim Henshaw as Bright Heart Raccoon

Hadley Kay as Nicholas

Marla Lukofsky as Good Luck Bear and Playful Heart Monkey

Pauline Rennie as Grams Bear and Cozy Heart Penguin

Billie Mae Richards as Tenderheart Bear

Billie Burke as Glinda

Various Midgets as the Munchkins

Additional Voices: Jayne Eastwood, Anni Evans, Gloria Figura, Brian George, and Brent Titcomb



Nobody Cares Like a Bear

Home is in Your Heart

When You Care, You're Not Afraid to Try

Look Out! He's After You!

Ding-Dong! Maleficent's Dead

It's Great to Be In The Care Bear Family

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