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.

Tenderheart gets a new pogo stick from Grumpy and insists on Funshine trying it, despite Funshine's insistence that he's not ready for it. When Funshine breaks the pogo stick, they both blame each other for the problem. While they are arguing, Grizzle uses a "Forget-Me-Ray" to whipe the Care Bears' memories. Tenderheart and Funshine have an opportunity to solve the problem, but they find it difficult to put aside their argument.

McKenna and the other Care Bears help Grumpy get over his fear of riding a bicycle.

After several mishaps while preparing for a race, Oopsy believes himself to be bad luck until he receives a clover from Good Luck.

Bedtime allows Funshine, Tenderheart, Oopsy to accomanpy him on a typical work shift, which includes helping Hugs and Tugs get to sleep and keep everyones' dreams running smoothly.

Harmony has the most lovely voice in Care-a-Lot, but when True Heart plans a big concert for Harmony to sing, all the extra attention begins to go to Harmony's head. Now True Heart must deal with an unruly and ungrateful friend, and hope to correct the misdeeds of the monster she created.

As the Care Bears start their annual spring cleaning, Oopsy finds himself bothered by an odd problem. He's sure he's seeing duplicates of his friends. The "duplicates" turn out to be Bumpity and Tweazle, shape-shifting clouds called nimbits who weren't sure how to fit into Care-a-Lot. The Care Bears try their best to make them feel welcome.

When Grizzle loses Mr. Beaks, he leaps to the worst conclusion—that his pal has been stolen by the Care Bears. The Care Bears don't agree with his conclusion, but agree to help anyway. Funshine and Love-a-Lot decide to play detective and are soon giving everyone in Care-a-Lot the third degree. Meanwhile, Oopsy and Grumpy work on their own plan to help Grizzle.

True Heart trips and is teased.

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

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.

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!

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.

Grumpy finds a special Bumbleberry bush and refuses to share.

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.

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.

Grizzle has created another device to steal the Care Bears belly badges and uses it on Funshine.

McKenna is taught about the joys of giving; Grizzle gives the Care Bears a gift and invites them to his lair for a larger gift; one he intends to use to trap them.

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 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.

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.

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.

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.

Noticing how talented the Care Bears all are, Cheer decides to hold a talent show. Soon, everyone is getting together great acts, and even Grizzle puts together one, though it's all part of another scheme to take over Care-a-lot. Meanwhile, Cheer helps everyone with their acts, but has trouble coming up with a performance of her own.

Cheer Bear wants to throw a surprise party for Surprise Bear.

Jake moved to a new town and is missing his old friends.

When Grizzle invents a "dream scheme machine," not even the Care Bears nocturnal slumberings are safe from his evil designs. At first, the device is set only to low power, but when Grizzle cranks it all the way, the Care Bears find themselves trapped in a giant nightmare world. With help from the others, Bedtime manages to resist the machine's effects. He's always dreamed of being a brave knight, but must summon real courage to try to foil Grizzle's plot.

On the walls of Love-a-Lot's house are several pictures of her and Cheer giving each other gift baskets. Share pops in Love-a-Lot's window and wishes her happy birthday. Love-a-Lot replies that she's excited to see what birthday basket Cheer is going to give her this year while listing all the things she's hoping for.

Bumpity and Tweazle try to create winter conditions to allow the Care Bears and McKenna to enjoy winter activities, but they accidentally create No Snow, an opposite form of snow that can invert one's attitude (positive to negative and vice versa).

McKenna is envited to stay in Care-a-Lot for awhile, but she's not the best house guest. After trashing the homes of both Tenderheart and Love-a-Lot, they and Grumpy decide to build a house for her to help her learn the importance of respecting property.

True Heart and Share are bored. Oopsy peddles over to show off his new Wheeligig Bell, which is a bell attacked to a unicycle. Cheer, Funshine, and Grumpy drive by in a firetruck, so the bears leave to see what's going on. The firefighting Care Bears rescue a twinklet from a tree. True Heart and Share decide they want to tell everyone about this. True Heart explains that they can add a news section to their website, so her and Share take off to be reporters.

McKenna's friend Heather moved away and the Care Bears and the Thunder Whales help her feel better about Heather's absence.