Legal stuff: I don't own the Care Bears and any associated stuff.

Checkmate Warren was inspired by the character Warren Wright from the webcomic Absurd Notions which is the property of Kevin Pease. But the character is different enough for me to claim he's mine.

I'm well aware that this story doesn't necessarily fit with all of the continuity – it doesn't fit with the first movie. But then again, the second movie doesn't fit with the first, either.

This story is the sequel to my previous fanfiction, "Return of the Care Bears". I strongly advise reading them in order.


Part one: Warren's Vow

The last few months had been relatively calm in Care-a-Lot. Since the C-bomb incident, no villain had threatened the Care Bears family – Professor Cold Heart didn't have much resources left, and No Heart was probably trying to recoup his losses after nearly everything in his castle had burned.

Of course, that didn't mean the family was inactive. Far from it: The world needed the champions of caring more than ever before. Caring mission after caring mission, the bears and cousins did their best to keep goodness flowing.

And then there was Checkmate Warren. Warren, the mastermind. Warren, who had come closer than anyone else to world domination. Warren, whose attempt to 'repair' the world (by first taking it over) had nearly ended in its destruction. Warren, who had risked everything with the Care Bears family to fix the damage and save the world. Warren, finally, who had made a vow to find a way to make the world a better place – without hurting people.

As was to be expected, the former villain was serious about his vow. During those months, he had come to Care-a-Lot regularly. He often had valuable suggestions and ideas – for instance, he had managed to rework the Care Bears' schedule in a way that ensured them more free time. And he had helped Bright Heart improve the Rainbow Rescue Beam, making it more reliable. But everybody could tell that he had some plan – after all, he always did.

He was often discussing with Noble Heart and True Heart. When asked, they said he wanted to know more about the Care Bears family's history, their previous caring missions, and more. He also often talked with Bright Heart – the racoon was the member of the family Warren could befriend the most easily. Their common interest in science and technology certainly helped.

Recently, however, Warren had asked to meet with the entire family. They were all reunited in the Hall of Hearts, and the mastermind began explaining:

"As you all know, I've made the vow to make the Earth a better place. My previous attempt, as you all remember, was a disaster – because it was an attempt at a quick-and-dirty solution. I won't make the same mistake twice – if I am to change the world, it has to be a slow, gradual process. The way you do it.

-So what do you intend to do?" inquired Tender Heart, who was beginning to get impatient.

"The same thing you do: Help people care.

Your family has done immense good for the world, that's true. But you can only help so many people." The bears and cousins didn't reply; he was right. Only a fraction of the people who would have needed their help actually got it – they weren't always detected, and even if they were, there was a limit to how much work each family member could do. "So I intend to create a group with the same objectives as you. Together, we can make a big difference over time.

-Wait a minute" interrupted Tender Heart. "You want to create a group like ours? There are no other Care Bears or cousins for that. I mean, there's Perfect and Polite, but…

-Correct. Which is why I intend to recruit humans for this purpose."

For a moment, there was no reaction. The Care Bears were completely taken aback – the idea of humans doing the same job as Care Bears seemed rather odd. Eventually, Grumpy spoke up:

"But humans don't have tummy symbols. You can't do the stare.

-No, we can't. But you don't need your stare to do caring missions – you only need it to fight against the likes of No Heart. And if there's ever need for that, then I dare suggest that I've demonstrated my abilities to hold my own against such people.

-But you'll also need to know where the people who need your help are" commented Bright Heart. "The caring-meter and the staroscopes are the tools of choice for that…

-Which is the reason I hope you won't be opposed to my connecting them to my computers down on Earth, allowing my new group to detect the need for help in the same way you do.

-I like this idea" admitted True Heart. "But are you sure you can find people who will work well with your plan?

-As a matter of fact, I have already found several. You see, for this kind of work, I'll need people who, like you, understand the importance of caring. People who would be willing to fight for it. Good people. And as it turns out, most of the children you have helped in the past have grown to become this kind of people – you tend to make quite an impression, you see.

Now, not all the people you've helped turned out okay. But I made some research among those you helped the most, and found a few who fit the psychological profile. I have contacted them, and they're interested in making it happen.

-Then it seems like you have a workable plan" said Noble Heart. "But still, you don't have our experience…

-And that's the reason I was hoping some of you would be willing to tutor us in this job" finished Warren.

"Why were we chosen for this?" grumbled Grumpy, as he walked toward the new, official HQ of the Caretakers with Bright Heart and Tender Heart.

"I think it's because Warren asked for us specifically" replied Tender Heart. "I see why he would want to have Bright Heart along, since he's the smartest, but I don't know why he insisted to have us two…

-That's not a hard guess" replied Bright Heart. "He needs your help to organize the new group because you have experience as the leader of the Care Bears. And I suppose he insisted to have Grumpy because, well…Checkmate Warren probably wouldn't admit it to our face, but I suspect that he finds some of us annoying.

-Annoying? What do you mean?" enquired Tender Heart.

"Well, you're aware of how cynical he is. And he does have a rather short temper. Didn't you notice how angry he was two weeks ago, when Playful Heart pulled his prank? If it had happened back when Warren was our enemy, I have little doubt he would have retaliated in a rather cruel way. And the attitude of Champ and Cheer seems to get to him every now and then.

-He hasn't been mean to us even once since he helped us save the world!

-True, but it isn't easy for him. He's making great efforts to be nice. And while it seems he's doing well so far, he nevertheless makes Grumpy here look cheerful in comparison."

The two bears didn't argue – Warren was the most cynical person they had ever met. Which made his latest initiative all the more weird…

"I would like to begin the first official meeting of the Caretakers by thanking everybody who came and agreed to participate, both my fellow humans and denizens of the Kingdom of Caring. I suggest that we begin with introductions."

And so, all those present introduced themselves. There were ten humans in the room – most of them much older than when the Care Bears had first met them. All of those who had saved the family from the time-stopping spell were there – the twins John and Dawn, David Hall (the former Dark Heart), Christy, the techno-whiz Paul, and the muscle-bound Lumpy. Also present were Alice, who had helped the Care Bears family to save Wonderland, and Nicholas, whom the Spirit Book had manipulated into fighting them for a while. Although he no longer relied on magic to make friends, he revealed that he had kept studying magical knowledge; he wasn't a high-level wizard, but he had some skills.

There were only two humans whom the Care Bears hadn't helped as children: The first was Checkmate Warren, of course. The other one was the only person whom they had never met before: A bespectacled man in his early thirties, with a calm and analytical expression, and mostly African heritage. He presented himself as Dr. Isaac, but said they could just call him Isaac if they wanted.

"Uhh…I'm confused. Is Isaac your first name, or your last name?

-My first name.

-Then why "Dr. Isaac"? Shouldn't it be your last name?

-Well, yes…But with my surname, I preferred to avoid it.

-Why? What is it?


-…I don't get it.

-You can check in any library for "Dr. Knock". You'll see what I mean. Of course, my degree isn't in medical science, but in mathematics…But still, I've heard just too many jokes on the subject."

Isaac turned out to be Warren's old college roommate – pretty much the only friend he had had for much of his life. After Warren had contacted him, Isaac had agreed to join the Caretakers – he had recently quit his programming job over a moral conflict.

Warren hadn't done things halfway when it came to equipment and resources – the vehicles at their disposal, together with a connection to the rainbow rescue beam, would allow them to go anywhere in very little time. And the computer system was connected to the caring-meter, as well as to some new mechanically-controlled staroscopes on Care-a-Lot – "the next generation of webcams", as Paul jokingly called them.

When Tender Heart asked him why he had chosen to put their HQ in Rainbow City, instead of one of the bigger towns, Warren had explained that Rainbow City had an environment that couldn't be found anywhere else on Earth – because of the events that had happened there, the people were very well aware of the importance of caring. They would be supportive of this initiative – even after Warren had demonstrated the C-bomb on them (after all, they also remembered how he had risked his life in their city's airspace to repair the damage).

The caring team soon started teaching the newbies how to handle this job. How to listen to people, how to give them support…And it wasn't long before they detected where their first caring missions would be needed.

As David and Christy approached the location of their first mission, Warren was explaining the situation from the HQ:

"Boy of age 13, named Tommy. Apparently, there's this bully called Frank who's been picking on him for some time. And recently, by accident, Tommy has acquired a letter Frank was writing – a love letter, surprisingly. Now, he's planning to give this letter to Frank's friends, in order to ridicule him in their eyes." Warren remained silent for a while, then continued: "You know, part of me wants to tell him "way to go", but…

-But we're trying to get those kids to get along" finished Christy. "Who did you send to deal with Frank?

-Alice and Lumpy."

Tommy had this sense of anticipation…For years, Frank had been beating him for no good reason, made fun of him, stole his lunch money…Whenever he did that, he felt not only anger, not only self-pity…What really hurt him was the feeling of helplessness. Like there was nothing he could do, and the bad guy could walk unpunished. But that was going to change today – he was going to give Frank the punishment he deserved. He was going to stop being helpless, and restore justice. He was going to make things right again. Knowing the kids Frank hung out with, Tommy had little doubt that upon learning their friend was writing love letters to that girl in eighth grade, he would become an outcast. As a matter of fact, Tommy himself had been rather surprised when he had discovered what Frank had written – it just seemed strange for someone as thoroughly evil as Frank to actually love someone. Oh well.

Frank checked his pocket one more time. Empty. Which meant two things – first, that his love-letter for Suzy wasn't there. He had absolutely no clue where it was gone. Oh well, it's not like he'd have had the nerve to give it to her, anyway – he never did. The second thing was that he didn't have any money on him – which was no big deal either, really. He'd just take some from the other kids, like, say, Skinny Tommy. No biggie – and if Tommy really wanted that kind of stuff not to happen, he'd have tried to be more popular, and play better in sports or something.


-Uh yeah. Who are you?

-My name's Christy, and this is David. We've come to help you.

-What are you talking about?

-We've noticed you're having problems, what with Frank bullying you…

-Oh, that. Yeah, Frank's the meanest person on Earth. But this time, he's gonna pay for it!

-Um, you're talking about the letter he wrote, right? Because I…

-Hey, how do you know about the letter?

-We're part of that new group, the Caretakers. You may or may not have heard of us, but anyway, we work with the Care Bears. And the Care Bears can know nearly everything that happens on Earth. That's how we knew you needed help.

-Oh…Well, thanks, but I don't think I'm gonna need anybody's help now – I'm finally going to get even with Frank for all the things he's done to me!

-About that" interrupted David, "I think what you're planning to do is a really bad idea.

-Why's that?" Tommy suddenly looked worried. "You don't think it's going to work?

-Worse. I think it is going to work.

-How could that be a bad thing? Frank deserves it!

-But if you hurt Frank, that's not okay – even if he was mean to you. You know the saying "two wrongs don't make a right"?

-Oh come one! Frank's mean!

-People are generally not as mean as they seem. Very often, they just don't realize how much they hurt other people" explained Christy.

"Or they rationalize it, and try to convince themselves that they're not being mean" added David. "I'm sure Frank has his reasons to behave the way he does. It doesn't make it okay for him to hurt you…But if you tried to understand him, maybe you could become friends.

-Yeah, right! You're making it sound like I'm the bad one!" Tommy stormed off…Only to halt in surprise when Tender Heart and Bright Heart appeared before him.


-Hue? Who're you guys?

-My name's Alice. This is Lumpy. And we need to have a talk with you.

-I'm in a hurry, so make it short…

-You haven't moved from this spot for half an hour! Oh well, that's not important. What's important is that we came to talk to you about Tommy.

-Tommy? Which Tommy? The skinny kid?

-The one you often beat up and steal lunch money from.

-Oh yeah, that's him. Well, what's about him?

-Well, Frank, Tommy's miserable. So we'd like to ask you to please stop hurting him.

-Pffffft! Come on!

-We're serious" insisted Lumpy. "You've gotta stop.

-Oh yeah? Or else what? What, you're going to spank me if I refuse?

-Of course not!" protested Alice. "We're not here to hurt anyone. We're here to help.

-I don't need help.

-That's what you think." mumbled Lumpy.


-Never mind. What I mean is that what you're doing is wrong – more so than you realize. I should know – when I was kid, I too was a bully until I got to know better.

-Puh-leaze. I don't need you dorks to preach to me. See ya!" Frank then broke off – and fell face-to-face with Grumpy.

"Hey…You two are Care Bears, right?

-Partially correct. While Tender Heart here is indeed a Care Bear, I am myself a Care Bear Cousin. Bright Heart, and I'm pleased to meet you.

-Cool! But…Oh wait. You're with them, aren't you?

-We're teaching them how to help people the way we do" explained Tender Heart. "And they're right, you know. Getting revenge is a bad idea.

-He deserves it! After all he's done to me…

-Making his life miserable won't make you happy," explained Bright Heart. "As a matter of fact, if you try to get revenge on him, it is rather likely that he will then try to get revenge on you. That's how wars start, you know.

-Yeah, well, he still needs to be punished! He's pure evil!"

At this point, David couldn't help but laugh. He then replied: "Kid, if you think Frank's pure evil, then you're lucky enough not to have seen what real evil is like. It's much worse, believe me.

-He's right" said Tender Heart. "Frank may be mean, but he might not be as evil as you think. I've seen many bullies who just didn't realize how nasty they were being. And when they did realize, they really felt sorry. I'm almost sure Frank is like that.

You have good reasons to be upset at him. But what you must understand is that if you remain angry at him, that'll hurt you even more. Keeping anger and resentment inside yourself is a sure way to hurt your own heart – and that's worse than how any bully could hurt your body. You should forgive him – not just for him, but for yourself."

Tommy seemed more convinced than before…And he also looked rather sad. Pitiful, really.

"Hey, it's okay" told him Christy.

"No it's not!" half-yelled, half-sobbed Tommy. "I don't want to be helpless! I don't want to just wait for him to come again to beat me up, like a sitting target! I want to be able to do something!"

In a surprise move, David hugged him. "There's one thing you can always do, even if you're too weak to fight. You can let it go. You can decide not to let the bad things that happen to you make you unhappy. Even if you get beaten up, even if bad stuff keeps coming, you can always choose not to let that ruin your mood. Does that make you feel better?

-A little…"

"Whoa! You're one of those Care Bears!

-Yes, I am. My name's Grumpy, and I…

-Grumpy?! Pfffft!" laughed Frank.

"Never mind that. I'm here to talk to you about Frank.

-Oh, I see. You're with the two dorks here, aren't ya?

-I'm tutoring them. They want to help people like you – and so do I.

-Jeez, what is it with you people? What makes you think I need help?

-Well, think about it. Why do you beat up Tommy, anyway?

-Easy! Because…Um, because…Uh…Well, it's fun. And I can take his money.

-It doesn't sound like very good reasons when you say it aloud, does it?

-Oh shut up! If he wanted me to leave him alone, he wouldn't let himself be such an easy target!

-There you go!" exclaimed Lumpy – "I too tried to tell myself this kind of things when I bullied smaller kids. But it's just a bad excuse.

-What do you mean?

-C'mon, it's no rocket science. When I did all that nasty stuff to the geeky kids, I'd think "if it was such a big deal to them they'd do something about it", or something like that. But usually, there's just not much they can do about it. I mean, what are you thinking – that Tommy likes it when you steal his lunch money? He just doesn't have a way to stop you. But you can be certain he suffers from it. Ask him if you don't believe me.

Also, do you want to know why I teased those kids? I didn't hate them, really. But I still teased them. Because it was a way to be part of the group, together with my friends, who were bullies just like me. Our way of making friends with each other was making together the life of someone else miserable. I'll bet you too have a reason to tease Tommy – but it doesn't justify it."

Frank looked troubled this time. Obviously, some of the things he had been told had hit home. Finally, he admitted: "I…When I beat him up, I feel better about myself.

-What do you mean by 'better'?" enquired Alice.

"It makes me feel that if I can beat him, then I'm better than him. So that makes me, well, better.

-But you realize it doesn't really work this way" added Grumpy.

"I know it sounds stupid when you say it out loud…But what I mean is that it help me feel like, like…..

-Like what?

-Like I'm worth something." Frank didn't look arrogant anymore – on the contrary, he was full of self-pity.

"You don't need to hurt someone else to be worth something" replied Grumpy. "You don't need to be better than anyone, either. You just need to be yourself.

-But 'myself' is worthless!" Frank looked on the verge of tears now. Alice put her hand on his shoulder, and said:

"Don't say that. What could possibly make you believe that?

-My parents don't care about me. I don't get what they say at school. I'm bad at everything!

-Well," replied Alice, "I don't know about your parents, so I can't judge – but I know there are a lot of parents who love their children, but don't make the message go through very well. But that's not the most important part. Frank, you must understand something: To be worthwhile, you don't need to be good at anything – although I'm certain you're good at something. You don't need to be intelligent, you don't need to be pretty, you don't need to be strong, you don't even need to be loved – even if that's important. To be worthwhile, you just need to exist. You give yourself worth. You, and nothing else. As long as you'll remember that, there'll be no reason for you to think of yourself as worthless – nor will there be a reason for you to hurt Tommy" she smiled.

After another thirty minutes of talking and counselling, the two teams got Tommy and Frank to meet. It was awkward at first, but eventually, Frank apologized to Tommy for all what he had put him through – and Tommy told him he forgave him. Tommy then gave Frank the love letter, and admitted what he had planned to do it – getting quite a reaction from Frank. Eventually, Frank realized that he had no lunch money – but Tommy said he could drop over by his house, and that his parents were used to serving an additional meal when one of Tommy's few friends dropped by unexpectedly.

The two boys then said goodbye to the Care Bears, the Care Bear Cousin and the Caretakers, who promised to come again to check on them soon.

"It would appear that we still have much to learn from you" commented Warren.

"Well, you people are doing a pretty good job for beginners" said Tender Heart. "Of course you still have much to learn – but I think you will do great."

Part two: The New Guard

            "…And so, the Caretakers have been operational for three months now" concluded the news anchor. "While those whom they have helped tend to give a rather good opinion of them, there are still many doubts concerning them – and their leader in particular, the infamous Checkmate Warren, who was the mastermind behind the C-bomb incident not so long ago. Some people have openly declared their mistrust of the organization, despite the fact that members of the Care Bears family have recommended it on several occasions. So far, no government has gotten involved…"

The television was abruptly turned off. In a luxurious, lavish office at the top of a huge skyscraper, a handsome man dressed in an extremely expensive suit thought out loud:

"First the Care Bears, now this new guard. I know some people who are going to dislike this thoroughly. Oh well – it's their problem. Well, if those newcomers become a problem for me, I'll dispose of them somehow. And now, back to business:" He pressed the intercom button, and spoke to his secretary: "Mrs Smith, have I received any interesting mail today?

-Mostly things that your staff can handle, Mr Quentin. But there was also a letter from your brother.

-From my brother? I trust, Mrs Smith, that you haven't opened it.

-I have done as you said, Mr Quentin. It isn't opened. Do you want me to bring it to you?

-Please do."

Quickly enough, Mrs Smith had brought Mr Quentin the letter. She meant to exit the room, but this time, he told her to stay. After he finished reading the letter, he spoke again to his secretary:

"Well, Mrs Smith, it appears that my brother is having some housing trouble, and cannot take care of them and of his niece at the same time. So my daughter is coming back, at least for awhile. I believe you haven't met her yet.

-No, Mr Quentin.

-Well, you'll find that she has taken a lot from me, at least in terms of personality."

Mrs Smith hardly managed to suppress a wince.

"Hi Warren. Hi David. How did it go?" asked Dawn.

"It could have been worse. We did manage to help…But I still need to work on my temper-management." replied Warren.

"Well," said David, "the way you snapped at them did make things harder…But you figured out how to solve the problems quicker than anyone else could have. You know, I think our group is doing fine so far.

-Results are encouraging" replied Isaac. "We're not making a difference on a global level yet, but at our current rate, and taking into account our continuous improvement, I would surmise that this would be a fairly realistic objective."

David and Dawn looked at Isaac, then Dawn spoke: "Tell me, Isaac…Have you and Warren had the same speech coach or something?"

Isaac chuckled: "We were asked that a lot in college. By the way, Dawn, I must compliment you on the job you did on the Caretakers' web site. You're a far better web designer than you've indicated.

-It's just a hobby," Dawn replied sheepishly.

"Don't hide your skills, Dawn" said Warren. "We'll need all the skills we have, and anything that can help us with PR is welcome. As it is, the only reason people will give us the time of day is because we got the glowing recommendations of the Kingdom of Caring, and people remember how helpful they have been in the past.

-They'll learn to trust us eventually." replied David, "But…I've noticed people seem more friendly when we're not on a mission."

Warren chuckled. "It seems that way because as a general rule, when you're not on a mission, you're here, in Rainbow City. And the people here are more involved than anywhere else in this whole business. We've been over this.

But enough inane chatter. Isaac, I would like a progress report, as well as a review of the current situation."

Isaac turned toward his computer and his notes, and spoke:

"Our computer system is now fully operational. So are the personal communication gears, which will allow each member to send and receive all useful information quickly no matter where he or she is, and will also ensure that our computer system is permanently updated with all necessary data from the caring missions.

You already know that our transportation system is as effective as expected. You will no doubt be delighted to know, however, that the laboratory/workshop is now ready for use. Paul is using it as we speak.

I have, as per your suggestion, tried to follow the trail of professor Cold Heart on the web. As expected, he's not fully used to it, and his experience with has rendered him all the more suspicious of the Internet – but I have been able to gather some traces, which disappear a few weeks ago. What this means I don't know.

Finally, there's something of interest – there's someone who wants to see you. He says he wants to join us."

"So, Arnold…You want to be a Caretaker.

-Yes sir.

-Please explain why you're interested in this line of work.

-Well, Mr Warren…I mean, Mr Checkmate…How should I call you?

-Sigh…'Warren' will do.

-Fine. Well, Warren, I've wanted to help people for as long as I can remember. When I was a little kid, I admired the Care Bears for what they did. I wished I could meet them; heck, I wished I could be like them!

When I finished my studies, it seemed an obvious choice for me to become a social worker. I guess it was okay, but something was missing. Then, some months ago, the Care Bears came back. I was overjoyed, but I also remembered my ancient aspiration to be like them.

Then I heard about the Caretakers. I mean, what you're doing is exactly what I've always dreamt of doing! That's why I'm here, Warren. Have you seen my records?

-Yes. Your career as a social worker appears to have been spotless. And it's as close a job as possible to what we do here. Tell me, Arnold…What would you say are your main skills?

-I can understand people. I know what goes through their heads.

-But of course. Well, Arnold, we could use all the help we can get.

-Are you saying…

-Not so fast. I'm taking you for a trial period…And if, during the next few days, you display useful abilities, you will become an official member of the Caretakers.

-Thank you sir!"

"Shrieky! It's been a long time! Longer for me, I guess, considering how you were frozen in time…

-Yes, father. I've learned much powerful magic with uncle No Heart, like you wanted…But now that Checkmate Warren burned half the castle, he's always busy repairing the damage, and replacing the magical equipment that was lost to the fire, and bringing back the shadows…I hate that Warren!

-Understandable, my daughter. But I think you've spent enough time studying magic – it's time for you to learn subtlety and cunning.

My brother was always the better wizard of us, but his hatred toward the world has, in my opinion, clouded his judgement more than once. He just relies too much on brute magical power, and doesn't take the time to develop any real plan. That's why, after all these years, he's still stuck in the same position he was before – and lately, it would seem he even went backwards. I, on the other hand, have used weaker, but more subtle magic. And look at me now: Virtually the entire world is blissfully ignorant of the fact that Mr Quentin, one the richest, most influential men in the world, is actually Control, the sorcerer! From this office, I can rule an entire empire, influencing the economy, politics, and everything where there is power to be gained. One day, my power over the world will be complete!

And you, my daughter, are heiress to this empire. No Heart has taught you how to wield magic; I will now teach you how to wield influence and subterfuge.

And your first lesson begins now. Learn, Shrieky, that it is always sensible to have power over something. Whenever a new organization crops up, you must prepare for the eventuality that it might be useful…Or harmful. Take this for example:"

A picture was projected on the wall, showing a medium-sized building. Shrieky  gazed at it, trying to recognize the building.

"What is it?

-That, my dear, is the HQ of the Caretakers.

-The Caretakers! I hate them! I…

-Calm down. As you know, this is a new organisation. It isn't yet clear what role they will play…

-Checkmate Warren is their leader! And they're all friends of the Care Bears! Let's destroy them!

-Not so fast. The objective is power, not mindless destruction. For all we know, maybe this group will be useful. And maybe not. It's too early to judge.


-No 'buts'.

Anyway, it might be handy in the future to have some power over the Caretakers. This is why I recently had an agent of mine join their ranks…"

"Hi Arnold" said Nicholas. "So, I've heard Warren finally made you an official member?

-Yeah, it's good to know I've finally earned his trust.

-You sure did. You're pretty good at this. I haven't seen people skills like yours very often.

-Thanks. By the way, I've heard that you're the Caretakers' official magic-wielder?

-Yeah, it's a long story. When I was a kid, one of the Care Bears' enemies tricked me into helping its evil schemes, with magical powers it gave me. I eventually broke free of its hold with the Care Bears' help, and lost all those powers in the process…But the experience left me fascinated with magic. So I spent some time learning about magic here and there. Since I knew what real magic was like, I could easily tell whether a 'magical' thing was fake or genuine. I'm not even close to the powers I had back then, but I can do some useful stuff.

-And that comes in handy here?

-You bet! When he recruited me, Warren made a full review of my powers and abilities. I've become his advisor on all things magical.

-I see. Good to know we have a bit of everything.

Anyway, there's a reason I came here: Now that I'm officially a Caretaker, Warren assigned for the first time to 'webcam duty'. That means watching over the world for trouble, right?

-Exactly. See, the Care Bears family uses star-o-scopes and caring-meters to detect situations where a caring mission is needed. Each one of these video feeds is connected to a star-o-scope back on Care-a-Lot, and this monitor is showing the situation of the caring-meter. That keeps us informed, so we can help when we're needed. I mean, even the Care Bears family can't help everyone. I'll quickly show you the ropes…"

The Caretakers' vehicle was progressing fast toward its destination. Onboard, Warren was talking to Arnold:

"You were on webcam duty, right?

-Yes. I'm the one who noticed the situation.

-Then please explain it to me before we get there.

-Okay. It's this teenage girl called Dina. Shy, introverted, without any self-esteem whatsoever. She was never able to make friends. Lately, she's been hanging with this guy called Mike – a real jerk. I don't know what goes through his head, but he keeps making everyone around him miserable – including himself. For some reason, Dina considers him a friend – maybe she has a crush on him; I dunno. But he isn't exactly helping her.

Her depression has just kept getting worse lately, after her results at school got worse. Academics were the only thing where she performed well, and now she thinks she's completely worthless…

-Wonderful. Maybe we should have taken Alice with us…

-You don't think we can handle this ourselves?

-I didn't say that. But it's not going to be easy – you're a rookie, and I'm not exactly the best person for the job. I mean, my problems with self-esteem weren't exactly a lack of it…"

Dina looked at her D- with tears in her eyes. Her single mother couldn't be bothered…Nobody wanted to be her friends…And now, she wasn't good enough for school, either! Maybe she should see Mike…He wasn't very helpful, usually, but he was the only person who paid her any attention…

Her depression was interrupted when two men appeared – sporting the insignia of the Caretakers. To her surprise and puzzlement, they came to her.

"You're Dina, correct?

-Yes…You're Caretakers, right?

-Exactly. And we're here to help you" replied Warren.

Dina was too shocked to say anything. She had heard about those Caretakers, but had never seen them…And why would they want to help her?

Arnold slapped his forehead, and said: "Uh, Warren – I just remembered something. I'll be back in less than a minute…

-Fine. Now, girl…I believe you have some problems, correct?"

Inside the huge skyscraper, Control answered a phone call: "Arnold? Everything is in place? Excellent. Go on." He then turned to his daughter: "My agent inside the Caretakers has now arranged for them to organize a caring mission in an area which I keep under constant surveillance.

-What for, father?

-I need to know more about them. Allow me to turn on this screen – there. See?

-That's Checkmate Warren!

-Yes, and here's my agent, Arnold. This girl – her name is Dina – is the person they're supposed to help. You see, I intend to watch and learn from this, so that when I need to manipulate this group, I'll know how to. And to make things more interesting, we'll make events go in a manner they don't expect – by sabotaging their mission. All I need is to place a call…"

"Look, I know you think no-one likes you. And I'm not going to tell you it isn't true, because, frankly, I don't have a clue – although I believe I should point out that a lot of young people your age who believe something like this eventually turn out to be wrong. But my point is, even if it was true – which I'm by no means certain of – it would still be of no indication whatsoever as to your own personal worth. And that's because people as a general rule are poor judges of character.

Do you understand what I'm saying?

-Yes sir…

-Then that's already something you're better at than most people your age."

Dina still looked depressed.

"Sigh…Am I correct when I surmise your depression is partially resulting from academic failure?

-I got a D-! Now even school doesn't need me. I'm worthless.

-Oh please. I'm sure this temporary setback was merely the result of your problematic emotional state. And anyway, even if you were completely devoid of any skill, it wouldn't make you worthless. As long as you're worthwhile to yourself, why should you care what other people think of you?"

Warren's speech was interrupted as an antipathetic young man, roughly Dina's age, approached them, and said: "Hey there, rat-face.

-H-hi Mike" Dina nervously half-smiled. "Um, I'd like you to meet, um, friends. They're from the Caretakers.

-Oh yeah? Taken over any small country recently?

-Don't say that!" shouted Arnold, looking furious. "Warren isn't a villain anymore!

-Sure. That's what they said at Nuremberg, and nobody believed them, either.

-Now that's just nonsense! Warren never did anything like that! Even when he was trying to take over, he intended to help the world!" Arnold kept arguing heatedly, not paying any attention neither to Warren nor to the crowd forming around the source of the commotion. As for Mike, he ignored Arnold, and turned back to Dina:

"Figures you only make friends with criminals.

-That's not true. You're a friend of mine too. Uh, not that I'm saying that you are criminals!" she said to the Caretakers. Mike simply replied:

"I'm not your friend.

-Don't say that.

-Then don't be so stupid.

-Okay," yelled Warren, "will anybody actually listen to me?! You", he told Mike, "you stay out of this. And…" he was interrupted by a woman dressed for the office that forced her way through the crowd, until she reached Dina and Mike.

"Dina! What are you doing here? Didn't I tell you not to talk to dangerous people?

-Yes, mother…But…

-No buts! Thanks for calling to warn me, Mike.

As for you" Dina's mother turned toward Checkmate Warren, "I don't know who you bribed to avoid prison, but I'm not letting a terrorist anywhere near my daughter!

-I presume it would be useless to point out that we were merely trying to help.

-'Help'? We don't need any help, and certainly not from you. Let's go."

Arnold, who had receded into the crowd, tried to intervene, but Warren stopped him: Quite obviously, the crowd wasn't on their side.

"Do you see the beauty of it, Shrieky? They believe themselves free in their actions, but one needs so little to manipulate them like puppets on strings! I've been slowly educating mike into being a complete sociopath, because I knew it could be useful every now and then to have one handy. I knew that he would do all the required sabotage work – he even called Dina's mother! And since she was having her lunch break not far at all from the scene…

-But what's the point?! We got nothing!

-On the contrary. We learned that Warren can get rather long-winded, even at the risk of losing his audience. We learned that he has a short temper. We learned that despite all his strategic skills, he's got lousy people skills. We learned that he knows to break off when he knows things just won't work. And we learned, as I suspected, that people in general don't trust the Caretakers at all. All of this should be rather useful for whatever plan we come up with.

By the way…Where's the magic mirror I gave you?

-I…Warren destroyed it during the battle for uncle No Heart's castle. He knocked it out of my hand, and it fell all the way down. Now it has a big crack in it, and it just doesn't work anymore.

-And you're letting that stop you? Now, I haven't sent you to your uncle all those years so that you'd waste your time. You've learned some magic – repair the mirror! I'll show you my wizardry lab, and you can use the ingredients and equipment…"

"…and then we came back. All in all, another disastrous mission. I know we have, on average, more successes than defeats…But it's still depressing.

-What I'm worried about is Arnold" replied David, who was talking to Warren in the mastermind's office. "I mean, he's so enthusiastic about the whole thing…And it was his first official mission. I just hope he's not taking it too badly.

-Oh, he's fine. Surprisingly enough, his enthusiasm wasn't hurt by the events. But the problem is – every mission that fails is another person with serious problems. I find it upsetting that this young girl will fail to meet her potential because we botched. And we most probably would have actually succeeded, if it wasn't for the general resentment against us!

-I know. It is upsetting how despite our good intentions, people mistrust us all the time. I don't know why they do – but hey, it's probably a normal human reaction to anything new. Eventually, they'll get used to us. It's just a matter of time before we earn their trust.

Anyway, I have to head home. Is there anything else you need me to do before I leave?

-A few, as a matter of fact. First, I need you to finish the inventory of the equipment for the lab. I have important projects that require a lot of materials, and Paul and Isaac also need their stuff.

Second, I'll need you to double-check next week's schedule. It's amazing how busy an operation like this can keep you.

And lastly…Stop acting like I'm a retard.


-That whole bit about earning the public's trust. Come on, David. You know I'm anything but stupid. I'm perfectly aware of the reason the public doesn't trust us. It's not because we're a new organization or any other ridiculous explanation you could come up with. It's because of me. Because this entire operation was founded – and is, in practice, led – by me. By the crime genius who tried to take over the world. The arch-villain who was responsible for everybody turning into apathetic rag-dolls for several hours. Of course they don't trust us.

Now, David, I want you to answer this question for me: Funding and the such aside, do you think that the Caretakers would be more effective if instead of me, we had the public's trust?


-And no pep talk! Say it as it is. The whole truth.

-Okay. Well, you're essentially right. It is because of you that people don't trust us. And yes, that's most definitely a hindrance – our job would be so much easier if people weren't so suspicious of our motives. It's hard to help someone care while he's trying to decide whether or not you're in league with SPECTRE or something.

And I think I can speak for the entire team when I say it's very upsetting to have to take all that because of what you did. And yes, I realize how ironic that is, coming from me, considering I used to be much worse than you ever were. But that's beside the point.

But as to whether we would work better without you? Even if it wasn't for the fact that our entire budget comes from the patents on your inventions…Even if it wasn't for the fact that you recruited us and organized us…It's still you who come up with almost all the clever ideas and solutions. You're the real genius here. In those last few months, I can't even count the times when it was one of your brainwaves that allowed us to succeed. So, no, I don't think we would be better off with the public's trust instead of you. I honestly don't.

-Thank you. Dismissed.

-One more thing, Warren…Even if I thought you weren't useful to the group, I'd still want you to be one of us."

Warren smiled briefly: "Thank you, David. I really mean it."

Part three: The Court of Public Opinion

"Hi Love-a-Lot! How did the mission go?

-Pretty well Tender Heart. Do you remember…When we went on our first caring missions, people were suspicious of us at first. But after some time, everybody knew we only wanted to help, and then our job became much easier. Well, after all those years we were frozen, there were a lot of kids who didn't know about us either – but now, everything's back to normal again!

By the way…I think there's a little problem with my rainbow roller. Do you know where Bright Heart is?

-In his workshop, as usual. He's still catching up with all the new technology. Wait, I'll come with you!"

"You really seem fascinated by all the new gadgets, Bright Heart.

-Ooh yes! It's unbelievable all the things that were invented in just a few years! Especially with computers. And miniaturization. Did you know that nowadays, they make components so small they're microscopic? They're also working on microscopic machines – nanotechnology!

-Uh…Right. But do you have the time to check my rainbow roller?

-Of course. I'll have time to work on it this afternoon. But…Tender Heart…I've noticed a little problem.

-A problem? What kind?

-Well, you see, I've been using the World Wide Web to get access to some of Earth's media. And I found this."

Bright Heart then handed Tender Heart a printout:


More than fifty years ago, madmen were judged for what was a crime against mankind. They were sentenced gravely, as fit their crime.

Two years ago, other madmen committed a great act of terror against our country, killing thousands. Their leader is now wanted, dead or alive.

Some months ago, a madman tried to destroy our way of life, and, worse, our very souls with an infernal contraption. He tried to establish himself as dictator of the Earth, threatening all of mankind with a weapon of mass destruction like the world had never seen before.

Is that man in prison? On the run?


He's currently regrouping in plain sight, with the complicity of our government.

I'm talking, of course, about the international criminal mastermind codenamed "Checkmate Warren". Probably the greatest evil genius of all times – who can roam free, planning his next attack against civilization!

And next time, we might not be so lucky. Because next time, the fiend won't be alone.

Hitler was nothing without the entire Third Reich at his command. Bin Laden wouldn't have been a serious threat without Al-Quaida.

The same isn't true of Checkmate Warren, who built the C-bomb all by himself, and held the world's governments hostage single-handedly.

I'd hate to imagine what he could do if he wasn't alone.

And guess what? He isn't anymore.

Over the past few months, Checkmate Warren has assembled a dangerous team, which he has named "the Caretakers". But don't let the name fool you: The objective is still world domination.

Several members have been recruited…Including some very dubious figures. Those questionable characters include Dr. Knock, one of the most talented mathematicians in North America – and, incidentally, an old-time friend and associate of Checkmate Warren. Other figures include a wizard named Nicholas Cherrywood, a dangerously talented inventor named Paul who was involved at a time with Professor Cold Heart, and a certain David Hall whose legal situation is murky at best, considering there's no birth certificate in his name.

The Caretakers aren't without resources. Warren still has immense financial revenues – and his laboratory (see photos) clearly shows that he's been putting them to use by developing cutting edge technology, whose nefarious purpose I can only speculate.

Officially, of course, this global crime lord claims that his group is just a human equivalent of the Care Bears – a lie so transparent, I find it unbelievable that this group hasn't been outlawed and dismantled yet. But then again, Checkmate Warren is extremely cunning and devious, and I wouldn't be surprised to discover he has bribed, blackmailed, extorted and otherwise manipulated legal authorities…Thus buying himself and his little round table of evil all the time they need.

I can only pray that somebody stops them before it's too late.

"Great!" fumed John. "Just when people were starting to whisper a bit less when I was on a mission – and now, suddenly, out of the blue, all the media in this country are out to get us.

-Not all of them, John. But still about half" corrected Isaac.

"Humph. Maybe we should have put the HQ in a bigger city, with more visibility. We'd have more fans by now…

-John, if we were located in any other city than Rainbow City, the local police would already have arrested David to examine his legal status" replied Warren. "And considering that the reason he has no birth certificate is that he used to be Dark Heart, that might be problematic.

-Okay, okay. I'm sorry I'm getting so upset over this…But…Well, we're helping people! When you're helping people, isn't the world supposed to be grateful or something?

-Where did you get that idea? Fairy tales? Excuse my cynicism, but it just doesn't work that way. Not always, at least.

When I tried to help the people of Salvation Town by revealing the truth, they hated me for it. If you want to be popular with the crowd, you're likelier to succeed by playing well at sports or lending your face to a movie than by finding the cure to some disease. Life isn't fair, John. And in this line of work, it's vital for you to realize it.

-I know, I know. I guess…I guess we're trying to make life fair.

-That's the spirit! Now if you'll excuse me…I'm trying to make heads or tails of this media attack.

-What do you mean?

-Well…I've read the articles, watched the shows, listened to the radio…All those who attack us seem well-informed. It shows research…Even among those who usually don't really bother with it. And that's not the only thing. I'm afraid I'm going to be busy today, trying to understand what's going on. 'Know thy enemies', as they say…If we want to have any semblance of legitimacy, I must discover a way to counter the media's attack."

"Hello, Shrieky. Are you done repairing your mirror?

-Yes, father. It's working again.

-And have you finished your 'homework'?

-Yes. I got Mrs Smith to do all the work for me, for nothing in return, and think it was her idea.

-Excellent. Are you done reading "Trudy's Tips for the Truly Evil"?


-Uh-hue. Remind what the first tip is.

-"Emotional scars last longer than physical scars. Launch a psychological attack whenever possible over physical violence".

-Excellent. But remember – don't destroy what you can use.

Well, it's certainly good to see that you're a quick learner. Perhaps it's time to start involving you in the business, and show you the ropes. Come with me, I'll show you someone."

"So…This is the lab?

-Correction: A lab. I have many different laboratories, in many different companies which I own. The technology they develop is extremely lucrative.

-But what do you need technology for? We have magic!

-Really, Shrieky. You should know better by now. Your magic wasn't enough to defeat the technology of Checkmate Warren, was it?

-No, but…

-You see, back in the old days, magic was the greatest power in the world. But the problem is, magic hasn't progressed much over time. Technology, however, progresses so quickly even the humans have a hard time keeping up. It is now the art of the machines which has become the greatest power – and Checkmate is well-aware of it.

Of course, there are still many things you can do with magic which machines are still incapable of. Shape-changing magic allows me to appear as a handsome playboy – none of those who see me would believe that in truth, my skin is as green as that of my brother. And mind-warping magic has allowed me to obtain numerous contracts, making me the business tycoon which I am now. But to dominate the human world, you need their technology. And even more important, you need their money. Complete control follows financial control – and, as I said, the technology we develop in my various labs is extremely lucrative.

But some of my labs work on projects so secret, only a handful of people know about them. And it's to that kind of lab that this door leads."

Control then opened the door and went inside. Shrieky followed, suddenly shivering – why did they put the thermostat so low in there? She looked up to the scientist in the lab – and quickly recognized the blue-skinned, white-haired, creepy, manic old man.

"Welcome, Control. I've been…Wait a second. What's the brat doing here?!

-What is this idiot doing here?!

-Now, now. This 'brat', Professor Cold Heart, is none other than my daughter. No Heart is my older brother, you see. And this 'idiot', Shrieky, is one of the most promising scientists I've recruited. He's on the run from the authorities after the events of Rainbow City, and I've contacted him for an important project.

Now, Professor…How is the 'Zhivago' module progressing?

-It should be completed within a few weeks. But don't forget, Control – when it's operational, I get to have my revenge over the Care Bears family and over Checkmate Warren!

-Trust me, Professor, I am myself quite eager to see them go."

"Thanks for inviting me to Care-a-Lot for the week-end, Friend Bear. I really needed a break. And right now, we need all the friends we can have.

-You're welcome, Christy. But I still don't understand why everybody's attacking you suddenly.

-I don't understand it either, Friend Bear. I mean, I knew everyone was afraid of Warren – I mean, when he showed at my doorstep to offer me this job, my first reaction was fear, too! But you'd think they'd realize we mean well by now…


-Secret Bear says that if it helps, Tender Heart said he'd issue a public statement in your favour this evening.

-Thanks guys. But I don't think it'll make much of a difference – the media just seem determined to make us look bad.

By the way, how are things going for you guys?

-Pretty well, actually. Since the fire in his castle, No Heart has been too busy to make any trouble. And Professor Cold Heart is still on the run, so we haven't had any villain trouble in a while. That leaves us plenty of time for caring missions – and plenty of time for ourselves. It also helps that Warren improved our schedule and upgraded the rainbow rescue beam – it works perfectly now. Good Luck even uses it regularly to visit Polite on Paradise Valley.

-Heh. You Care Bears and Care Bear Cousins are really lucky, you know? Everything just goes your way.

-What do you mean?

-Well…You have the best family, ever. You live in wonderful places. People like you. Paul once said that you were to us what the Fantastic Four were to Spider Man, but that's a comic book joke, and I don't know if you have those in the Kingdom of Caring…

-Not really. But look at it this way: Yes, we have family and friends. But we're your friends, too. And you have each other. Yes, we have a great home. But it isn't much different from Earth in a sense: 'Home' is in your heart, Christy. Any place can be just as wonderful as Care-a-Lot, if that's where your heart is. The clouds, the rainbows, and all the rest are pretty, but they're not essential – just a little plus.

And, yes, people like us. But the important part is that we like ourselves. Again, being loved by everyone else is just a little plus."

"And this is our lab" Warren showed the federal agents around. "You can examine what you want, but if you damage or take anything with you, I'll prosecute you into oblivion.

-No need to get so angry, Mr. Wilson. We're just doing our job – and that means protecting national security.

-Or, in this case, succumbing to media hype. I admit I didn't expect the FBI and the Department of Homeland Security to get involved in this…But I guess I was overestimating you.

-Hey, what's this gizmo?

-A prototype. You see, I've been studying the 'stare' the Care Bears use, and I think it can be replicated…

-And what's this?

-Exactly what it looks like: A flying car. Not made out of clouds, I know, but I sold a patent or two to Moller…

-And that?

-Communication gear. When we're on a mission, everything is recorded on our computers…By the way, I suppose it won't be long before the NSA will get involved too, will it? Oh, silly me – it's probably already involved, watching over any electronic communication we're having, correct? A lot of procedures have become legal since 9/11…"

"Looks like your predictions were correct, Warren" Isaac turned away from his computer. "We're now at the centre of attention of pretty much every agency in America – they seem to consider us to be as big a threat as Al-Quaida.

-Which I guess does make sense, after all. But I'm not sure their only motivation for this was the media hype…

-Whichever it is, it shouldn't be too much of a problem. I mean, it's not like we have any illegal activity to hide

-True. And anyway, the great strategist knows how to turn any situation to his advantage. And I'm the greatest of them all, Isaac – that's something I don't intend to let anyone forget."

"Hey Arnold. I was looking for you.

-What is it Warren?

-Well, I already told the others…But I think I've found the source of our recent problems. The recent media frenzy against us was orchestrated – by none other than Clifford Quentin.


-Exactly. You see, Quentin is one of the richest, most influential business tycoons of this continent. And I've discovered that he's behind all of this. He manipulated the media and the government agencies against us.

-Are you sure about this?

-Positive. And I believe it's time for a little payback.

-What do you intend to do?"

Warren smiled evilly and replied: "I've just e-mailed Quentin a little virus of my design. It'll wreck his main company's computer systems, causing incalculable damage. Mwa-ha-ha-ha-ha!

-B-but, Warren – that's illegal!"

Without answering, Warren went to his office.

"Yes, Arnold – I understand. Thank you. Great job."

Control put down the phone, and turned to his daughter: "Well, my little mole just informed me that our little chess-obsessed friend has committed a major blunder.

-What did he do?

-He apparently discovered I was the mastermind behind his recent problems. That's too bad. But his reaction, apparently, was to e-mail me a virus. The fool."

Control then took the phone again, and dialled an inter-office number: "Server room? Mr Quentin here. I've recently received an e-mail from the Caretakers' HQ. I want it erased immediately."

He then turned again toward Shrieky: "You see, we have now ensured that the virus won't hurt us. But since the Caretakers are under constant surveillance from the FBI, the NSA, and several other acronyms, there is simply no way Warren could have mailed a virus without attracting their attention. As a matter of fact, he probably couldn't send anything without attracting their attention – and considering how illegal those viruses are, and how eager the various agencies are to dismantle the Caretakers, Warren has just signed the death warrant of his little group."

Just then, the phone rang. Control answered: "Who is this?

-Hello. Is this the office of J.J.Jameson?

-Your voice…Oh, I recognize it. Checkmate Warren. To what do I owe this call?

-I just wanted to inform you how easy it was to see through your pathetic plan.

-I don't see what you're talking about.

-Oh come on. I know your internal office line is secured with illegal anti-surveillance technology. The NSA can't listen to our conversation.

-True. But how did you know about my line?

-Considering your resources and the shady deals you make, I figured it was an extremely safe bet. Too bad not everything you have is so well-protected.

-If it's my computers you're referring to, then I'd hate to disappoint you, but my computer is well-protected. The virus you sent me was neutralized before erasing a single file.

-Is that so? It wasn't the only thing I sent you, you know…

-Never mind that. What I'm more interested in knowing is how you figured out I was behind your woes.

-That was actually very easy. The whole thing just screamed "conspiracy". I mean, all those media were so coordinated…All of them attacking us suddenly for no reason…All of them with the same information…That indicated that someone was coordinating their attack.

Beside, they were just doing too much. It made me suspicious. You see, in this day and age, the media in general are in it for the money. They'll print what sells well. And from that point of view, there was no reason for them to attack the Caretakers so harshly. I mean, a good scapegoat always help, but they were seriously overdoing it.

So I figured somebody was pitting them against us for a reason. Somebody who had the actual means to manipulate them. So I did some research – and discovered the common link: All of those newspapers, radio stations and TV channels were controlled by the billionaire Clifford Quentin – while those he didn't own pretty much behaved normally.

So I pushed my research a bit further. It's rather obvious that your birth certificate is fake, and your appearance is just a little bit too perfect. I immediately suspected a shape-changer. Then I discovered that you were Shrieky's father. Which makes you not Quentin, but Control.


-I've spent weeks in charge of your brother's castle, remember? I've learned a thing or two.

-Very impressive, Holmes. But you're still playing for the losing team. When the NSA discovers about the virus…

-You greatly under-estimate my computer skills. The virus is too subtle for them to discover.

-You're making it up.

-Am I? Or am I just too intelligent for those little-leaguers? Think about it. And by the way…I think I know why you're trying to destroy us.

-I thought that was obvious. You're on the side of caring, and I'm on the side of uncaring.

-Not so simple. From what you've done during the last few decades, it's obvious that you're motivated not by hate, like your brother, but by greed and a lust for power. Which is why you've never attacked the Care Bears, and didn't mess with us at first.

-And why would I do it now?

-Because you've been watching us, and you discovered something: Too many of the products you sell promise dissatisfied people happiness for money, on a subconscious level. Of course, they fail to deliver – but people are desperate enough, gullible enough that they keep buying. But if people realize that true happiness comes from themselves, and if, even worse, they actually become happy, you're pretty much finished. So you wanted to make sure we couldn't help people.

-Nonsense. If that was my motivation I'd have destroyed the Care Bears, too.

-Oh, but you intend to destroy them. It's just not as easy. You can't use your media to make them look like villains – you might just as well try to convince people that Martin Luther King Jr. was a KKK member.

-I find your theories amusing.

-And I find them correct. Good bye."

In Warren's office, Warren put down the phone. As he did, the other person in the room spoke to him: "Warren…You didn't really send someone a virus, right?

-Of course not, David. But I don't want him to know that. Not yet, anyway."

David remained silent for a short while, then spoke up again:

"You know, I'm pretty sure that revealing important information to your foe while gloating is seriously counter-recommended by the "Evil Overlord List". Not that you're an evil overlord, but still…

-I know what you mean. But it was necessary. You see, Control doesn't know it, but he too revealed some important data…Which is exactly what I was hoping for.

-And what is it?

-Some gardening problems. Apparently, I have moles.

-…I didn't know you had a garden.

-I don't.

-I don't get it.

-I'll explain in due time. But I'll tell you this: What I sent to Control wasn't a virus, but financial files.

-Financial files? What for?

-Well, it's simple. Control arranged for us to be under tight surveillance from every government agency. And the great strategist knows how to turn any situation to his advantage…"

In Control's skyscraper office, the sorcerer was addressing his daughter:

"You see, by making him think that his virus was no match for our systems, I'm shattering his self-confidence. That'll make him all the easier to beat…Even if I must admit he took me by surprise, discovering my identity like that. Not that it'll do him any good – there's nothing he can do against me."

The phone then rang again. Slightly exasperated, Control took it – and suddenly lost his composure:

"What do you mean a full-scale IRS audit?! I've always bribed them heftily to stay out of my interests! What?! With the…Hold them off. Win us time. I don't care how you do it, but win us time."

He then turned to Shrieky again: "Apparently, the IRS thinks I'm involved with the Caretakers. I think I can guess what Warren sent me beside the virus. I guess it's time to play dirty!"

Part four: Psychological Warfare

"…and so, using the blueprints Checkmate Warren just sold them, this company will soon put flying cars on the market. The value on the stock market of our own car company has taken a serious hit" explained the vice-president. "Then our construction company lost the contract for the Wynand Building – apparently, our competition can do the job much faster than our own workers, now that they've borrowed a dozen robotic exoskeletons. Guess from whom. On top of that, our anti-riot weaponry sales are dwindling, now that Checkmate's impulse gun is on the market. And did I forget to mention? We're in the middle of a financial scandal that dwarves those of Enron and Worldcom. Mr Quentin, our empire is falling apart!

-Our empire?! It's my empire! Mine and mine only! And if that chess maniac thinks he can oppose me, he's got another thing coming!

…Is there a problem, Mrs Smith?

-There are people wanting to see you. It's a bit unusual, so I thought it might be best to ask you.

-What people?

-A delegation from the Kingdom of Caring.

-…Tell them to come. And keep my daughter busy elsewhere."

"Welcome to my domain…Tender Heart, Bright Heart and Grumpy, I believe?

-Yes. We wanted to talk to you. Warren told us everything. You see, we will fight against you if we have no choice…But we wanted to give you a chance to sort this out peacefully.

-Not that we expect you to accept" finished Grumpy.

"I see. I guess I should have expected it. Now, Warren has probably explained to you that I differ from most villains you have fought, including my brother: I have no interest in destroying caring just for the heck of it. It is power and wealth that I crave. Your caring, and the free psychological support you provide, just happen to get in the way. You see, I just can't afford to have the masses become less materialistic. That's bad for business. Nor can I afford for them to start thinking for themselves, or to stop behaving like sheep – it would make them so much harder to control! So, simply put, it would serve my interests to eliminate you. And eliminate you I will.

-I don't suppose you're going to give love and friendship a chance, are you?

-To quote our modern youth: Been there, done that. I have no feelings left, believe it – and from a practical point of view, that's one less obstacle on my pathway to power."

Just then, the beepers of both Tender Heart and Bright Heart ringed. They both tried to answer – but got only static.

"I don't think wireless communication works inside my office" said Control. "Maybe on the roof…Mrs Smith, lead the brown one and the racoon to the roof."

A minute later, Control and Grumpy were alone in the room. Control then spoke up:

"So, you're the luckless one, I gather.


-The burden of the Care Bears family.

-What do you mean by that?!

-Come on, Grumpy – you more than anyone else should know what I mean. Essentially, you're worthless. You fail at nearly everything you do, and get in trouble at every possible occasion, no matter what you do. You cause nothing but trouble to your family.

-That's not true! My family loves me!

-Exactly. And that's the problem. Of course they love you – that's why they keep you around. That's why they help you when you need it – which is very often. If they didn't love you, they'd have gotten rid of a burden such as yourself by now. Gently, of course, because they're too nice for their own good. But all in all, what do you contribute? Because your family loves you, they keep you – despite all the problems this entails. It's a sacrifice they're making. Now, let me ask you this: What will you do if one day, because they need to help you with one of your strokes of bad luck, they'll fall to one of us villains?

-Do you think I'm stupid enough to trust you? You're our enemy! Everything you'll tell us is a lie!

-I don't need to lie when the truth serves my purpose, foolish one."

Control was done talking when Tender Heart and Bright Heart came back, having failed to get anything but static. They still tried to reason with No Heart's brother, but to no avail. And as they left, Grumpy was lost in thoughts…

"Professor Cold Heart? Control here. Congratulation: You managed to get the right frequency. Yes, I got what I wanted…"

"As expected, the Care Bears' peace talks with our resident Lex Luthor were unproductive" concluded Warren while talking on the phone. "I'm still working out strategies to defeat him.

-I trust you. You'll find a way" replied Arnold on the other line.

"Thank you for your confidence. And I must say, Arnold, your track record so far is rather impressive. You've helped quite a lot of people.

-Just doing my job.

-Sure. Are you getting close to the coordinates?

-Yeah. So please fill me in on this mission.

-Well, it's this girl…Your computer gear will lead you right to her. She's dangerously depressive, at the point where suicide becomes a real risk.

-Jeez. What happened?

-A lot of things. A pity, really…She's a nice girl. She could have had a happy life. But some people just got in the way.

-Uh…Why are you chuckling?

-You'll see when you get there."

Warren then dialled another number, and said: "Mrs Smith? My name is" he winced "Mr Wilson. I've called to offer you an interesting position…"

Dina didn't even bother to look up when she heard footsteps. She had cried so much she didn't have any tears left. She was a failure as a human being. She was a nothing.

"D-Dina? Is that you?"

She finally looked up: "Oh. It's you.

-Um, yeah…My name's Arnold. I'm here to help you…I mean…I…I'm sorry I couldn't help you last time…I…

Please give me a second chance, okay?"

David was walking through the HQ's corridor, thinking. It had been quite a week…The discovery of who their true enemy was, and the subsequent battle of minds with Warren…Come to think of it, Control was a fitting enemy for the leader of the Caretakers – probably the only one who could rival him in terms of cunning and deviousness.

In the short time David had been working with Checkmate Warren, he had come to truly admire the man. Partly for his intellect, of course – it was amazing how Warren always found a solution, even when everyone else was convinced there was no way to succeed. But also for his determination: No matter what happened, Warren never gave up. David didn't doubt what the Care Bears had told him – how, when the C-bomb had blown up, Warren had had a short breakdown. But in such conditions, that was perfectly understandable.

Beside, David suspected that Warren dealt better than he did with his dark past. Ever since he had become a human being, David had been too afraid to be even slightly manipulative, even for a good cause. He had been constantly afraid of not being nice enough. And he hadn't done a single sinister laughter – he was too afraid of somehow reverting back to his old self. To Dark Heart. But he wasn't Dark Heart anymore, was he?

His musing was interrupted (and so were his breathing and his heartbeat for a second) when he saw Control walking in the very corridors of the Caretakers' Head Quarters!

"Wha- What are you doing here?!

-Why, I've come to have a talk with your boss.

-You think I'm going to let you get anywhere near him?!

-Oh come on. What do you think I'm going to do, kill him? I don't exactly want to get arrested for murder.

-That makes sense – except that you're a shape-shifter. You could take the shape of one of us, kill him, and kill two birds with one stone."

"Wait", he thought to himself, "where did this kind of devious thinking come from? I'm not Dark Heart anymore!"

"Ah, right. I guess you would know what a shape-shifter is capable of, wouldn't you – Dark Heart?

-Don't call me that! I am David Hall – nothing more, nothing less!

-It would then appear that in becoming a human, you have also acquired human foolishness. You're a fallen demon, and the operative word isn't "fallen". Even if you now care about some people, you're still the same person at your core. Don't fool yourself into thinking you can be good for that much longer.

-You think I'm actually going to listen to your lies?! I know better!

-Sure you do. Now, if you don't mind, I have to talk to your superior…

-I do mind, actually!

-Let him come, David," said Warren, who had suddenly appeared from the end of the corridor. "If he's done his research, he knows I'm more than a match for him."

"Fine, Control. You're here. Speak your piece.

-Well, first thing, I wanted to congratulate you. You're the first person in a long time whom it has actually been challenging for me to crush.

-Thank you. You're quite devious yourself. But go on.

-More importantly, I wanted to tell you this: I am going to destroy you, Warren. Completely and utterly. Because no-one threatens my empire and lives.

Unless, of course, he's more useful to me alive than dead. And I must say, Warren, I was as impressed with your inventions as I was with your strategies. So I'm making this offer to you: Cease your attacks on my empire, dismantle the Caretakers, and work as a freelance inventor for me. With your machines and my financial genius, I'll become the most powerful man on Earth – and I'll make you rich beyond description.

-I see. Now, allow me to answer with a question: What could there possibly be in this vast universe that might  have given you anything vaguely resembling the impression that there would be any chance whatsoever that I'll accept?

-Predictable first reaction. But in all honesty, Warren…

-You have no honesty.

-As I was saying…In all honesty, I understand what goes inside your head better than you do. Sure, I can't keep up with you when it comes to chess…But I know what your personality is like. And you're not like this. You're not a lovey-dovey do-gooder. You're only trying to convince yourself of the opposite because that's the least painful way you've found to cope with your defeat at the hands of my brother and Cold Heart.

-You mean, how they managed to detonate the C-bomb? I've gone over it. A chain of bad luck, and not enough foresight on my part. An error I won't repeat.

-Don't change the subject. The truth of the matter, Warren, is that you don't have any more feelings than I do. You're purely logical.

-Logic and emotion aren't contradictory.

-Maybe, maybe not. But you are a man of logic, no more, no less. And frankly, I find your attempt to hide behind feelings you don't even have pathetic. You can fool the humans naïve enough to follow you. You can fool the Care Bears family. You can fool yourself. But you can't fool me, Warren. I know you're devoid of caring and feelings. You live by and for cleverness. And if you don't embrace that nature of yours, you'll self-destruct.

-Get out of here.

-The truth hurts, doesn't it? Well, you have 24 hours to accept my offer. If you don't wise up by then, too bad for you. Goodbye, Warren."

In the Hall of Hearts, the entire Care Bears family was discussing the new situation.

"Control may not have as powerful magic as No Heart, but he has a lot more resources. And he's smarter. There's no saying what he'll do.

-Excuse me, but what could he do? I mean, I don't think he can unleash a cloud of uncaring or anything like that…

-No, but surely he'll find a way to hurt us" replied Bright Heart. "Several come to mind.

-The question is, what can we do?" asked Brave Heart.

"For now, we can – and must – remain vigilant" replied Noble Heart. "Checkmate Warren said he was working out a plan to defeat him, so we'll just wait."

At another end of the table, Cheer was leading a different conversation:

"Are you okay, Grumpy? You look even more down than usual.

-I'm fine.



Arnold finally reached Caretakers HQ.

"Hello Arnold" said Warren, who had been waiting for him in his office. "I've followed your mission. Not bad at all, I must say – you actually managed to make her laugh a little.

-Um, yeah. Eh…Warren? I need  to have a talk with you.

-Sit down.

-Okay. See, it's not easy for me to say…But…I've been working for Control.

-What else is new?"

For a moment, Arnold looked wide-eyed at Warren. Then, with some difficulty, he managed to say: "H-How…Since when…

-For quite some time. On the day you first came, there was this matter of your spotless record and your being perfect for the job – that was odd, but not enough to make me really suspicious. Then came your first caring mission – which you uncharacteristically botched. I mean, you had been much more competent than that during your trial week…But on that mission, you excused yourself at the beginning to place a phone call (which wasn't like the you I had been seeing so far), and you were pretty much useless. For a while I thought it was just the stress from being on your first official mission…Except that you didn't let the failure rattle you. Your enthusiasm remained exactly the same – which suggested it was fake, not genuine. So I did some research. Interesting how Dina Smith happens to be the daughter of none other than the secretary/assistant of Clifford Quentin, isn't it? But I didn't know there was something about Quentin yet, so that wasn't enough. But I also did some research on you – and you're pretty well-off for a guy whose only job prior to this was as a social worker. And I doubted it was inherited money, either – that villa of yours is brand-new.

That was enough to make me suspicious, but not certain of anything yet. Then came the media attack. And some of the information our enemies had just startled me – especially the photos. It suggested an inside source. A mole.

My research soon led me to discover that it was Quentin – the same Quentin – who was behind our woes. I was almost sure he had a mole inside our organization – partly because of how well-informed he seemed to be, and partly because I've done some research on him, and it was just like him to infiltrate any organization which he believed could be significant. And if there was a mole, it only made sense that it was you – not only because of your behaviour, not only because of some strange coincidences, but also because, simply put, Control had no way of knowing I'd recruit everyone else. And considering their personalities, I doubted they would betray the Caretakers.

Still, I needed some form of confirmation. A proof. So I told you I was going to e-mail Control a virus. In truth, I only sent him some financial records (which gave him more trouble than any virus could have) – but when I talked to him on the phone, he tried to break my self-confidence by telling me that my virus had failed. That proved it – you had been leaking information to him!

Some further research taught me more about you. You've been working for Control for years, as one of his most talented agents – some kind of corporate con man. But now that I knew you were a double agent…What to make of it?

Well, as I said, "the great strategist knows how to turn any situation to his advantage". And I quickly saw how to do it. I know your kind, Arnold – you're the kind of person who refuses any responsibility for all the evil he commits, refusing to see the consequences. You hit and run, not looking back. You're not heartless deep down – but in order to succeed, you play dirty, and then avert your eyes from the consequences, so as to not feel guilty.

So I just kept sending you on caring missions. I knew that for your cover's sake, you'd keep doing your best – and would actually help a lot of people. I knew that, all in all, you wouldn't be insensitive to the good that the Caretakers do. And to finish, I sent you on a mission where you'd see very plainly how destructive your actions had been. You'd be unable to ignore it. And then, you did your best to repair the damage, didn't you?

It took you some hours, but eventually, you managed to cheer her up. After promising to come back to see her, you headed for HQ – slowly. You've had time to think. And after what you've seen, you couldn't go on as the villain. So you decided to confess everything to me, hoping I'd give you a chance to redeem yourself. And I fully intend to give you that chance…"

It was rather late for a job interview, reflected Mrs Smith as she entered the five-star hotel. But this Mr Wilson had promised her a better position than the one she currently held – the same salary, but better hours, better job security, and, last but least, a good distance between herself and Mr Quentin and that wretched daughter of his.

Cautiously, she knocked on the door of room number 216. A voice which she thought she recognized as that of Mr Wilson told her to come in, which she did.

The room was as luxurious as should be expected from the best hotel in the big city. She suspected that Mr Wilson had only taken a room at that hotel to prove to her that he could afford whatever job he was going to offer her. But what really caught her attention was the man she supposed was Mr Wilson himself – his clothing wasn't unusual for the office, but what intrigued her was that his back was turned to her – and, somehow, he seemed familiar.

"Mrs Smith. What a pleasure to have you here. I take it that my offer interests you?

-Why, yes, Mr Wilson…But I'd like to know more about it.

-Of course. You see, Mrs Smith…I've become a rather wealthy man with technology. Most of the money I make this way goes to a certain operation I run…But there's much excess left. And I intend to have this excess go to charity and for the improvement of our youth's situation. It is they who will define the world of tomorrow, after all.

Now, I could just give the money away to any existing charity…But too often, they're just not very effective. If I send free food to a starvation-ridden third-world country, I'll put their farmers out of business, thus making the country dependant on outside help forever. The same applies to any kind of donation I could make – too often, the results would be far from optimal. So instead, I've decided to create my own charity organisation – one that will be competently organized, so as to make the best out of every dollar I invest in it.

You probably wonder where you come in. Well, Mrs Smith, as I have said, I run a certain operation…One which consumes too much of my time for me to run a charity. So I need someone else to do it. Someone competent, yet affordable.

You have been the secretary and assistant of Clifford Quentin for years. I've done my research on how things work there, and I know that you possess better management skills than any business-school graduate. So I want to put you in charge of this charity.

-Mr Wilson…I don't know what to say. It sounds like an excellent offer…Frankly, I find it hard to believe there is no catch.

-Perceptive girl."

Mr Wilson then turned around…And Mrs Smith hardly suppressed a shriek as she recognized Checkmate Warren!



-What do you want!

-I've told you already.

-What makes you think I'll work for you?!

-The fact that you're extremely career-minded. That, and a common friend."

As he said that, another person came in from the bathroom…A person Mrs Smith was quick to recognize:

"Arnold?! What are you doing here?!

-On the job, Ma'm. You see, Mr Quentin wanted to have a mole inside the Caretakers, so he had me join them, and secretly report to him. But Warren here was quick to see through it. So while I was supposed to be a mole for Quentin inside the Caretakers, now I'm a mole for the Caretakers with Quentin.

-I see. Give me a good reason not to report all this to Mr Quentin.

-First, because he'd fire you if he knew that you had a job interview with someone else. Second, because the job Warren is offering you is better that being Quentin's wage-slave. And third, because there's a matter you should be aware of – the matter of Dina.

-My daughter?

-Exactly. You see…"

"Then the Zhivago module is ready, Professor?

-It's working perfectly, Control. Now time to extract revenge!

-You are over-eager, Cold Heart. Before we use our new toy against the big leaguers, it would be wise to first test it against a less important target…"

"Noble Heart! True Heart! Quick!"

Cheer Was near-hysterical as she rushed toward the founders of the Care Bears family, with a note in her paw.

"What's the matter Cheer Bear?

-I was looking for Grumpy…I couldn't find him anywhere…Then I looked in his house…And I found this!" she handed them the note.

Dear family,

I need to leave for a while. Don't worry, everything's okay. I'll be fine. Good luck.


Part five: Mastermind vs. Mastermind

"Grumpy! There you are!" yelled Dawn from her flying car, in the middle of the forest. She proceeded to land. "What are you doing here? Nearly everybody's looking for you!

-Tell them I'm fine.

-Oh no you don't. You think you can just say that and go? Grumpy, everybody cares about you! We can't let you go who-knows-where! I don't know why you decided to leave, but…When I first met True Heart, she taught me that running away from a problem solves nothing.

-But I'm the problem.

-That's a new one to me. Please explain.

-Dawn, I have to leave. If I stay, I'm endangering everybody who cares about me. With my bad luck, I'm dangerous. You could get in trouble trying to help me.

-It's worse if you leave. Your family is dead-worried. Cheer is hysterical. You're doing much more damage by leaving than by staying. Besides, from what I've heard, you've never been useless to your family – you've helped just as much as anyone else.

-Dawn, please try to understand…

-No. I'm not the one with whom to discuss this. It's your family you must speak to, Grumpy. At least do it for them."

"How did the experiment proceed, Control?

-It met expectations, Professor – and my expectations were extremely high. All the money in the bank was retrieved, and they have no clue how it disappeared! With this new device, nothing can stop me!

-By the way…I haven't seen your daughter in a while. Not that I'm complaining…

-I decided it would be wiser to send Shrieky back to her uncle. With all the scandals, the last thing I need right now is for it to be discovered that I have an illegitimate daughter – or that her mother has met a rather violent death. And speaking of violent deaths, methinks that's exactly what will befall on the Caretakers now that I have this new toy!

-About that…I've been wondering: You can take the form of any person. Why not just assume the shape of Checkmate Warren, videotape yourself committing a crime, and send the tape to the authorities?

-Oh, but I did that. I anonymously mailed the tape to the FBI after he sicked the IRS on me. Why they haven't arrested him by now is beyond me."

At that moment, Control's cell phone rang. As he answered, his skin became green – apparently, the shock was big enough to make him lose his hold on the shape-change spell. He quickly regained his composure as well as his playboy appearance, and said:

"Change of plans. Something big happened. Professor, I need you to destroy every piece of evidence in the lab, and go see Fred in sub-level 8. He'll arrange for you to run away. If the need arises, you'll be given further information."

"Good job finding Grumpy, Dawn. Hopefully his family will sort things out with him.

-I was just lucky…

-No need to be so modest. But tell me – have you seen this?" Warren handed her a newspaper.


In a shocking new development in the scandals surrounding billionaire socialite Clifford Quentin, a deluge of new evidence – sources haven't been named yet – has been handed over to the authorities. According to IRS sources, this evidence is enough to convict Quentin of dozens of cases of tax evasion, bribe, fraud, and various other felonies.

Quentin only added to the list of offences when he escaped with several millions of dollars before the authorities could seize him. His location is currently unknown, but the FBI is combing the country looking for him, and his pictures have been issued to every airport.

The future of the conglomerate held by Quentin remains unclear.

"Of course, they won't catch him" Warren added matter-of-factly. "With his magic, he can elude them easily. But without his empire, he's not half as big a threat anymore.

-I suppose you're behind all this.

-Of course. You see, I…Convinced a couple of employees of Control to betray him. They gladly forwarded all the evidence.

-Ah. Does that mean that we won't get slandered anymore?

-I believe we will notice a sharp drop very soon. As a matter of fact, I've taken the liberty of organizing a press conference this evening. Attendants will include the Care Bears family, the director of the FBI, and, of course, ourselves."

It was a huge conference. A big hall, a respectable buffet, reporters from pretty much every media source, government officials, the entire Care Bears family, and all of the Caretakers. The director of the FBI was accompanied by a man he presented as his new assistant – and who kinda stood out, as he was about seven feet tall. Grumpy was present, although it was clear that he and his family still had to talk out a few things. Arnold was present (Warren had already explained his situation to the rest of the Caretakers, and they had been forgiving), although Mrs Smith hadn't come – Warren said that Control would probably learn rather quickly everything that was said at the conference, and it might be better to keep a few aces up their sleeves.

Many things were said, and much was revealed – but one thing that took all members of the press aback was Warren's assertion that Quentin was actually No Heart's younger brother, and that his name was Control. The Care Bears and their Cousins confirmed what he said.

At one point, the director of the FBI stepped on the podium to issue a statement. His huge assistant stood beside him.

"It appears now that shortly before Quentin's escape, he had completed an important project. The result" he paused dramatically, "is this." he pointed at his assistant – who, before the widening eyes of the audience, suddenly became what looked like a moving blob of liquid, silvery metal. He – it, actually – suddenly grew over thirty tentacles, with which it grabbed every single member of the Care Bears family in the blink of an eye. As it did, the features of the director of the FBI changed to those of Clifford Quentin – then to those of someone else, and his skin became green. Throughout the transformation, he had retained an extremely smug expression.

Several security guards rushed to attack the thing – but were defeated in an instant. Some of them shot at it, but the bullets were absorbed without causing any damage. Nicholas tried to throw a spell on it, but Control cancelled it with a snap of his fingers. Lumpy charged at it, and was knocked out with a single blow from a fist the thing had grown in less than half a second.

David rushed toward Control, and grabbed him. Control grinned and then told him: "Good. Show me your anger". David froze for a second – and Control zapped him with a purple lightning, not much unlike those used by his brother.

While Christy rushed to help David, and John and Paul rushed to help Lumpy, Warren grabbed a spoon from the buffet, and charged the thing. He stabbed it with the spoon, even removing a part of it, before a blow sent him flying across the room.

At that point, the sound of sirens, as well as all the policeman and FBI agents rushing in, were a clear indication for Control that it was time for him to leave. He turned away – but still yelled toward Warren: "I'll still have the last laugh, chess boy!"

The director of the FBI was eventually found, bound and gagged in his car. But no trace of Control, his creature, or the Care Bears family. Warren speculated that the thing had taken the shape of a vehicle, carrying both its master and its prisoners inside.

Warren also speculated that the thing was some form of nanomorph – a device made out of nanomachines in the same way that living creatures were made out of cells. The nanomachines could rearrange themselves, permitting the nanomorph to take any shape. That speculation turned out to be true when the little bit of the thing that Warren had scooped out (with analysis before the next battle in mind) was analysed: Apparently, the nanomorph was technomagical.

The FBI set to search through Control's skyscraper for evidence, after agreeing to share every bit of info with the Caretakers.

Back in the Caretakers' HQ, everybody was extremely busy.

"You…You don't think he did anything to the Care Bears and their cousins, right?" Alice asked Warren.

"Not yet. He needs them as hostages.

-So, maybe the situation isn't so bad" said Lumpy. "I mean, all he has is a fraction of his money and that nano-thingy. He'll be arrested eventually.

-I'm afraid you don't fully understand the power of this nano-thingy" replied Warren. "You see, its ability to take any shape means it can get anywhere. It can go through the smallest crack – or it can make a crack through anything. In laboratories, nano-engines have been able to lift up to 500 times their weight. Don't you remember how easily that thing defeated you at the press conference? With the nanomorph at his command, Control can steal anything, kill anybody, and do whatever he damn well pleases. I've had to spend the last hour installing new experimental security measures in case he sends his techno-magical monstrosity here.

-Didn't the FBI search find anything useful?" enquired Alice.

"Well, they found something interesting. Apparently, over the last few months, Control's payroll included none other than that good old Professor Cold Heart. He was developing something called the "Zhivago module". They couldn't discover what it was…But I think I've figured it out: At that level, machinery heats up very quickly. I suppose that if Control hired the world's leading expert in cryotechnology, it was to develop a cooling unit for the nanomachines…

-Okay. Well, we will defeat him, right?

-You're pretty optimistic, you know that? Control has disappeared without leaving any traces. He controls the most fearsome machine of all time. And he's captured the Care Bears family. I swear, the situation couldn't possibly get any worse!

-Uh, I really don't think you should say that" Lumpy said nervously.

"Oh, come on. It's just a superstition."

At that moment, Isaac, Paul, and Nicholas burst in the room. Isaac spoke up:

"Good news: We might have just found a flaw in the nanomorph's design.

-Excellent! Explain.

-Well, we've examined the sample, and it looks like the joints between the nanomachines are rather fragile. If something dislocates them, they'll get stuck – and the nanomorph will lose all freedom of movement, becoming a statue. Of course, we still have to actually find a way to dislocate them…

-Overheating the thing should do the trick.

-Uh…Right. But considering the cooling mechanism was built by Cold Heart, I doubt overheating the nanomorph is a realistic goal…

-On the contrary. All we need to do is neutralize the cooling mechanism, and the thing will defeat itself.

-But we don't even know how the cooling mechanism operates!

-On the contrary. Remember when I was manipulating Cold Heart through One of the things I obtained back then were the blueprints for many of his inventions. I know what their principle is.

-You never fail to amaze me. But even then, we still don't have a way of acting on the machine at the nanoscopic scale.

-Actually, I might have just the thing…"

Inside an abandoned warehouse, the Care Bears and Care Bear Cousins were all bound and gagged. The nano-morph was sulking around, with no particular shape, and Control was gloating.

"I underestimated the opposition at first, true. And I lost an empire I had spent decades building. But I haven't lost everything, as you can see: I have taken dozens of millions of dollars with me, I have numerous underworld connections, and I have this nanomorph. It will be child's play to rebuild my empire – except that now, it will be an underworld empire. No matter – with my nanomorph, I can have anyone assassinated. The authorities will have no choice but to let me do as I please.

You're probably upset that I involved you all in this. But, you see, I can't afford to have enemies who can actually oppose me. And that means that you have to go, and so do the Caretakers.

And the Caretakers will come. The video feed I gave them access to will prove to them that you're still alive, and I gave them my location. But they'll come alone. Warren knows that if he involves the authorities, I'll kill you. He'll try to come up with some plan to defeat me – but this nanomorph is just too powerful. Besides, I doubt Warren is presently operating at the best of his abilities…

The Caretakers will come, and will be defeated. They'll then try to flee and regroup somewhere else, so that they can launch another attack – but they'll never have that chance. You see, one of them is actually a double-agent at my service. When they try to flee, he'll pull out a gun to stop them – just for a few seconds, long enough for the nanomorph to grab them. And crush them. Game over.

Of course, once they're dead, I won't have any need for you anymore…So I'll kill you too. And then, there'll be nothing to stop me!"

As the Caretakers approached the abandoned warehouse, Paul enquired:

"So, Warren, will you explain to us? What is this device? It looks like some oversized wrist watch.

-It's more of a wrist blaster. It is coordinated by the will of the user – I'd rather not say too much now, please. I just hope it can neutralize the Zhivago module…"

The eleven humans stormed the building. They quickly looked around – Control, the nanomorph, and the helpless members of the Care Bears family.

"I knew you'd come. Time to die.

-Not yet, Control!" shouted Warren, pointing his wrist-blaster toward the nanomorph, and focusing.

Nothing happened. Not even a "click".

Control watched, puzzled. Then replied: "Whatever you were planning, it looks like you should have double-checked the wiring. Nanomorph, attack!"

The techno-magical horror jumped into action, just as the Caretakers began retreating to the door. To Control's satisfaction, Arnold began to pull out an object…But his satisfaction was replaced by further puzzlement when the object turned out to be not a gun, but a smoke bomb which Arnold quickly detonated. The nanomorph relied on vision like humans did, and when the smoke cleared, the Caretakers where nowhere in sight.

"So, Arnold has betrayed me. He'll die like the rest." Grabbing his cell phone, Control yelled: "Very clever, Warren! Very impressive! But you had better get back here and fight to the bitter end, or I'll kill one Care Bear every five minutes!"

Part six: Caretakers…Stare!

"Fighting against terrible odds, with everything to lose, and almost no time to think of a way out." reflected Checkmate Warren. "Feels like Junior High all over again.

-Warren, what do we do?" pleaded Paul. "Isn't there any way we might defeat the nanomorph without your gizmo?

-Virtually nil. The nanomorph is nearly invulnerable; this device is our only hope.

-Can't you repair it in five minutes?

-It doesn't need repairs. I've triple-checked every component. The problem is with me.

-What is it supposed to do anyway?

-It's a care blaster. Remember how I've been studying Care Bear DNA? I've been busy figuring out how their stare works. This device replicates the effect, allowing the caring of the user to manifest physically.

-Ohhh! But, then…

-The problem isn't with the blaster. It's with me. And before you ask, no, we can't have one of you use the device in my stead – I'm the only one here who understands well enough how the nanomorph operates to do this.

-But, Warren" intervened Alice, "you do care! We know you do!

-I suppose…But if it's true, I guess I have a form of psychological block…"

Suddenly, he rose. "You know, I think I haven't been thinking completely rationally lately. I didn't tell you about the device's nature, because I was afraid of failing. I was thinking of it as a sort of test for myself. With so many lives at stake, this is absurd!

And none of it would have happened if I wasn't so worried about my own ability to care. And my worries stem from what Control told me…That I was pure logic, devoid of feelings. At the time, I thought he was trying to recruit me…But he only wanted to throw me off balance. It must have exceeded all his expectations.

-Hold it" said David. "Are you saying that Control manipulated you?

-He knew where to hit. I was worried enough about the subject without his intervention, so it was a weak spot. And come to think of it, David…That evening, he spoke to you too. What did he tell you?"

David hesitated for a moment, then said: "He – he told me that deep down, I was still Dark Heart. That I was still the same person.

-I.E., something you were yourself already worried about. That explains how he could stop you dead in your tracks at the conference.

-I know it's stupid…I know he was lying, but…

-He wasn't. He just told you a partial truth.


-One never ceases to become the person they were before, David. Dark Heart wasn't erased when you became human – you've just become more than what you were before. You've built more of yourself. And your attempts over the years to convince yourself otherwise have made you slightly unstable…And an easy target.

-Is that why you're coping better than I do with your past?

-Partly. But back on topic…

-Yes!" agreed Alice. "We don't have much time. Warren, we all know you care. You know it yourself – at least intellectually.

-Correct, but considering the device at hand, I doubt it will be sufficient. But…" he hesitated for a second, "I guess this is a good time to tell all of you that I'm grateful to have worked with you during those months. You have all been good friends. I promise that if we live through this, I'll try to get closer to all of you. Thank you all.

-You're welcome" Isaac smiled calmly. "You're a better friend than you think."

Without any warning, Alice hugged Warren. He was surprised, but soon hugged her back. They were quickly joined by everyone else.

The eleven Caretakers remained like that for about half a minute, when suddenly, something started to glow. They all stepped back and saw: It was the care blaster on Warren's right wrist. A glowing symbol appeared on it…It had a big white chess pawn at the centre, with a few small red hearts describing trajectories around it, like the electrons around an atom.

"Just in time!" said Warren. "Less than one minute left! Let's let Control know – the Caretakers are back in action!"

{author's note: I actually timed this dialog with a chronometer. Less than five minutes.}

"You were almost late!" sneered Control. I was just wondering which cub to kill. So, Warren – got any clever strategy to grind me into dust? Any mind-boggling manipulation to bring me to my knees? Any super-cutting-edge-technology weapon to send me into oblivion? You're a lot less awe-inspiring when you're caught without a plan. Nanomorph – "

But before Control could finish his sentence, Checkmate Warren lifted his right arm and pointed in the nanomorph's direction. A ray of white light went from his wrist-blaster, hitting the techno-magical construct at full force.

"Wha-what is this?

-A care blaster. It allows me to make a stare identical to those of the Care Bears family. You were right, Control – I am a logical person. But that doesn't mean I have no feelings, just that I'm not illogical."

For a moment, Control remained speechless. Then he erupted in laughter.

"And they call you a genius! Did you really think you could destroy the nanomorph with this stare?! You should know that individually, a stare is almost powerless. It is only when several are combined that they possess enough power to do anything big!

-Oh, I don't need much power. I'm just trying to neutralize a microscopic mechanism – nanoscopic, as a matter of fact. The Zhivago module. I only needed the stare for the precision work."

Control's arrogant grin disappeared, and the ray of light did the same. It was now Warren who smiled smugly. The Caretakers, as well as the Care Bears family, looked with apprehension at the nanomorph, which moved – slowly now – toward the humans. As it did, it exuded more and more heat – the warehouse quickly became much warmer. Then, suddenly, the machine stopped dead in its track – completely immobile, like a statue, or a strange rock.

"You see, Control – there was a small flaw in the design. When it overheated, the joints snapped – and got stuck. Your nanomorph is now little more than a statue. Checkmate."

For a moment, Control didn't move – then he quickly put his hand in his vest, and pulled out a gun. But by the time he did, Lumpy was already next to him; with a quick slap of his hand, the muscular young man sent the firearm flying across the room.

"Trust me, you don't want to do that. We'd like to avoid violence, but we'll do what we have to."

Control replied by zapping Lumpy with his magical purple bolts, and trying to run away. But he had only made a few steps when Paul pulled out a small device, and used it to send a net flying on the sorcerer. Control fell down, but he quickly used his magic to make the net disappear. It was no use; David, Christy, and John were already on him. He struggled, but they were soon joined by the only-slightly-dazed Lumpy, as well as Dawn, Alice, and some magical help from Nicholas. Soon enough, Control was under control. As the members of the Care Bears family were liberated, Warren told the rival mastermind:

"You know, slandering us, and making me pass for a villain…Well, I had that coming. Playing mind-tricks on me…Well, that's just part of the whole mastermind thing. But when you had some of the media under your control declare that I couldn't be trusted because I was an atheist…That part actually upset me! Sensitive issue, you know…"

"I would like to inform you of this:" Warren told the physically and (thanks to Nicholas) magically bound Control as they drove him to the authorities, "You are very arrogant. Reminds me of myself, actually. But even if you are indeed a talented manipulator, I remain worlds smarter than you. I saw through your double agent with great ease, and got the proof I needed after telling him that I e-mailed you a virus – which I never did. You fell for that one like an amateur."

Control twitched. "So that's what happened…But…How come that…

-Are you wondering why the FBI didn't arrest me after you mailed them that incriminating tape? Please. Forging evidence was the first thing I did when I began my criminal career, and I knew it would seem obvious to you, with your shape-changing abilities. That's why I made sure to intercept any package you sent to the FBI. They never got your tape. I never told you your plan had failed, because you'd have simply done it again – but like this, when you were unsure of what had gone wrong, you didn't know what to do.

Wondering how I got all the evidence against you? It's simple. You see, the working environment you had created may have caused your secretary to grow further and further apart from her daughter…But she still cared enough that when she learned about your plots, she turned against you. She wouldn't have believed me, but she believed Arnold…Whom she hadn't realized was a Caretaker the first time we met. And of course, I'm only telling you that part because you'd have figured it out by yourself in jail.

-Of course."

Control had lost much of his self-assuredness. But before the Caretakers and the Care Bears family handed him over to the authorities, he still managed an exit line:

"You're not done with me yet. You'll pay for this…All I wanted was power. Now, I'm going for REVENGE!"

In the Caretakers HQ, humans and denizens of the Kingdom of Caring alike were throwing a party to celebrate their alliance, as well as their victory over a great threat.

"I'll have to admit, I was really scared of that nanomort" admitted Champ.

"You were scared? I almost passed out when it tried to attack us! Oh, and it's nanomorph." replied Paul.

"So you don't have popularity problems anymore?" enquired Tender Heart.

"Pretty much" replied Warren. "With the truth about the whole situation out, people are realizing that the whole thing was a media war…"

"Isn't there a risk that Control will use his magic to break out of jail?" worried Noble Heart.

"Not much" answered Dawn. "Warren and Nicholas helped build a special cell to hold him. Suddenly, we've become the authorities' best pals. Makes you wonder…"

"Say what you want, but Control was good at what he did" admitted David. "He really had me going where he wanted me. And I believe it was the same with you, wasn't it?

-Yes," said Grumpy. "I knew that he only said those things to get what he wanted, but that didn't mean that they weren't true. My family and I have had some talks about it, and they explained to me that I was useful to them, and not just a burden. But they also explained that even if I was a burden, they'd still want me to stay."

"I was really impressed with the design of the care blaster," said Bright Heart. "Will Warren provide more for the rest of you?

-He said he'd have one for each of us soon", answered Isaac.

"So how did things go with Mrs Smith and her daughter?" asked True Heart.

"Well, Mrs Smith is now in charge of CareNet. We've convinced her to spend more time with Dina, now that she has better hours" explained Alice. "It did both of them a lot of good. We're still working on Mike's case, though…"

"I just hope to deserve everybody's forgiveness" explained Arnold.

"I think you already did" reassured him Gram.

"Still," continued Tender Heart, "it's too bad we couldn't catch Professor Cold Heart.

-I know" said Checkmate Warren. "It would appear that Control wanted to make sure that he wouldn't get caught, so that we couldn't learn from him about the technology underlying the nanomorph. I've done some research, and it looks like he arranged for the professor's escape. I wonder why he didn't just kill him…"

A while later, Warren was discussing with Paul.

"You know, I've heard you've said that we were Spider-Man to the Care Bears family's Fantastic Four. But I don't think that's accurate – at least not anymore. I think we're going to be the JLA to their JSA."

In a dark, freezing, desolate house, Cold Heart and his two assistants were planning their next move – or rather, the Professor was planning, while Frostbite and Auntie Freeze were listening.

"The deal with Control didn't get us anywhere. But we have resources, and we're safe from the authorities for awhile. We'll just –"

The Professor was interrupted when a threatening man entered the house. The Professor replied with his usual amiability:

"Who are you, and what do you think you're doing here?!

-Control sent me. He told me to give you your next instructions if he was caught.

-I'm not interested. Control is in jail, and I'm not working for him anymore.

-He predicted you'd say that. But he said you'd like your new instructions."

With that said, the man left a letter on the table and left.

The End (for now)

Additional notes: While this story has some obvious references to comic books, it also has a few less obvious references to webcomics. Dina and Mike were intended as a tribute to "It's Walky" and "Trudy's Tip for the Truly Evil" was intended as a reference to ).