Several bears are standing in a line outside of Grumpy's shop in the middle of the night. Funshine yawns and questions why Grumpy called them there so late. Grumpy appears and shows off his most recent invention: A special power generator! Grumpy goes to turn his new invention on, only to discover that the switch is stuck. In order to flip the stuck switch, Grumpy begins smacking his new machine with a wrench. Meanwhile, high above in Grizzle's Lair, Grizzle is also hitting his new machine with a large golden wrench. This doesn't work for Grizzle, who calls out for assistance from his robot UR-2. UR-2 replies "I am not!" which leads to an annoyed Grizzle explaining to UR-2 that it is his name. UR-2 then reports that if Grizzle does not increase his power supply, his lair will float away. Grizzle frustratingly hits his power generator with a hammer, which causes him to fall down.

Share Bear breaks Grumpy Bear's cloud express which was still a work in progress, and gets the butterflies while trying to hide the fact that she broke it from Grumpy.

A large group of Care Bears are visiting Share's garden to admire her flowers. Cheer Bear laments that she doesn't have a garden like Share's, but Share replies that Cheer could easily have her own garden, although it would take a few weeks for it to grow. The next day, Share is surprised to see that her garden is free of visitors. Oopsy Bear shows up, but quickly says his catch phrase and dashes off. When Share ask where Oopsy Bear is running off to, Oopsy explains that he was suppose to go to Cheer's garden and that's where everyone is. Share is shocked to hear the news, and proclaims that she's the only one with a garden. Oopsy tells Share to come see Cheer's garden, and Share agrees while bitterly adding that it couldn't possibly he as nice as her own.

Wingnut accidentally hurts Grumpy and Grumpy takes advantage of him.

Grumpy Bear builds a mechanical ice cream cart that produces unlimited ice cream for Amigo Bear after Grizzle destroys Amigo Bear's old ice cream cart. Unfortunately, it ends up producing too much ice cream.

Grizzle is using a device that consists of a pair of magnifying glasses to cause a heatwave in Care-a-Lot. The Thunder whales come by to bring rain, but then Grizzle scares them off. It's up to Share Bear, who's afraid of the whales to save Care-a-Lot by facing her fears and leading the whales back.

Grizzle has invented a robot named Newbie and fitted it with a badge removal ray emitter to try erasing the Care Bears' belly badges. Unfortunately, the ray doesn't remove the badges, but amplifies the negative traits of the bears. Soon, all in Care-a-Lot is in chaos and only Oopsy, who doesn't have a real belly badge and thus have not been zapped by the robot, can save the day.

Because of Funshine's helpful nature, the bears awards him with a trophy. However the trophy soon gets to his head.

After Share Bear gets into a minor accident, Funshine Bear decides to enforce safety and becomes Care-Ful bear. Unfortunately, his enforcement is spoiling everyone's fun.

Grumpy Bear is grumpier than usual as of late, and Cheer Bear tries to cheer him up.

The Care Bears run excitedly through central Care-a-Lot as Share stops to explain to Oopsy that everyone is preparing for the starshine parade. Share drags Oopsy over to where Funshine and Cheer talk to a large group from a podium. Here, Share explains that they have to pick who gets to be the starshine star, which will be the centerpiece of the biggest float. Funshine compliments Cheer for always making sure that everyone stays on task during the parade preparations. A star buddy appears with a box. Funshine draws from the box and announces that this year's starshine star will be Cheer Bear!

Oopsy finds a twinklet and tries to keep it.

Share Bear wants to be good at a new game called Belly Ball. She's hoping it will help her out for a visit to Woohoo World, but becomes obsessed with winning a ribbon. Share stays up so late practicing that she neglects her sleep and can't play well at the game at all.

Funshine, Tenderheart, and Good Luck Bear play with a soccer ball at Cloud Hill when Grizzle sneaks up behind them. Grizzle comments that his metal suit makes annoying squeaky noises because it needs to be oiled. Funshine jumps past Grizzle while chasing the soccer ball, and accidentally launches Grizzle from the cloud. Good Luck and Tenderheart see Grizzle fly by and comments that even Grizzle must like bouncy cloud season. Bedtime Bear is snuggled into the clouds, and Good Luck and Tenderheart decide to call it a day. Funshine decides to stay on the Waterfall Cloud and play by himself. During the middle of the night, Bedtime Bear comes back and sees that Funshine is still playing. Bedtime warns Funshine that if he doesn't get some rest, he could get sick. Funshine ask for a little bit more time to play, and Bedtime leaves.

Funshine looks for a place to practice Belly Ball and happens upon Rainshine Meadows, a once beautiful place which is now in a state of despair and negligence. He tries to clean it up himself, but fails. However, thanks to his strong persistence prior to giving up, the other Care Bears soon take notice of the meadows too, and with their help, Rainshine Meadows is restored to its former state of beauty.

Oopsy laments that he feels like he needs more attention. However, when his clumsiness saves Cheer and Harmony from a falling sign, he becomes a town hero.

Oopsy accidentally destroys Grumpy's automatic jelly machine, causing Care-a-Lot to get covered in jelly. Oopsy offers to help clean it up, but Grumpy refuses. Oopsy draws a frowny face on his stomach. He then sees Cheer cleaning the jelly off of her house and ask if she would like help. Cheer also refuses, and Oopsy slumps away.

A swarm of destructive insects called "gobblebugs" have descended upon Care-a-Lot. Cheer and Oopsy save the day and chases the Gobblebugs away.

Grizzle has invented a new invention called the "Grizzle-ator," which he intends to use to turn all of Care-a-Lot into a replica of his lair. He needs, however, a bear to deliver it into Care-a-Lot without anyone suspecting what it really is. He decides to trick Oopsy into delivering it, but Oopsy keeps having oopsies with it, forcing him to make protective modifications that ultimately render it inoperable.

Oopsy accidentally destroys Grumpy's automatic jelly machine, causing Care-a-Lot to get covered in jelly. Oopsy offers to help clean it up, but Grumpy refuses. Oopsy draws a frowny face on his stomach. He then sees Cheer cleaning the jelly off of her house and ask if she would like help. Cheer also refuses, and Oopsy slumps away.

After trying out Grumpy's new "bouncy boots" invention, Tenderheart and Funshine want more ways to have fun and decide to start taking dares. At first, they just seem to be harmless fun, but they soon find that they're frightened by what they're asking each other to do. As they try to outdare each other, their tricks lead to greater and greater trouble.

The star buddies are holding a concert in Care-a-Lot. The Care Bears dance while Grizzle complains about not being able to get to sleep. The star buddies invite Harmony on stage, where she starts to sing. All the Care Bears love her song, and after she's done Cheer, Share, Love-a-Lot, and True Heart walk up on stage to congratulate her. Cheer and Harmony decide to form a band. Love-a-Lot can play drums and True Heart can play guitar, so they're invited to join. Share wants to join, but isn't good at singing or dancing, and can't play any instruments. True Heart explains that they'll need help backstage, and Share takes the job. The five bears name their band the "Care Bear Honeys." Grizzle is spying on the Care Bears from his lair, and sees that they've formed a band.

Grizzle has gone and done it; he created a robot who's kicked him out of his own lair! When he tells Big Brain that caring doesn't compute, she kicks him out for caring about taking over Care-a-Lot, and his mechanized suit gets left behind. The Care Bears stare him down and then make him a new suit covered in rainbows, hearts, stars and suns. Together, they teach Grizzle about caring and he even joins in a game of hide-and-seek. Yet when they send Wingnut as an envoy to ask Big Brain to allow him back, Big Brain rejects the offer. The Care Bears don't realize that while they're busy reforming Grizzle, Big Brain is still implementing the plan to take over Care-a-Lot and make it into an extension of Grizzle's lair, but the Care Bears stop Big Brain and Big Brain is destroyed.

In Share's garden, her dilly daisy plant has finally bloomed. The nimbits, two cloud-like creates named Bumpity and Tweazle, arrive for a visit. Share decides to wear one of her flowers today, and leaves to show it off. Tweazle recommends that her and Bumpity create a special rain to make everyone want Share's flowers. Bumpity questions if this is a good idea, but hesitatingly agrees. Cheer compliments Share's flower as the nimbits start to rain. The rain doesn't last long, but does have an effect on Share's flower.

Grumpy is having a problem with a new machine and agrees to let his friends help. When it seems like they're just getting in his way, however, he unceremoniously tosses them out of his workshop. He instead turns to another machine, creating duplicates of himself, only to find that they're too busy arguing to help him at all. Tossed out of his own workshop, Grumpy finds himself turning to those whose help he shunned before.