Disclaimer: I do not own any of the Care Bears or related characters or properties. But I created Kaira. This is my first fanfic, and I am revising it. 

Mr. Beastly looked into No Heart's steaming cauldron and chuckled, as he spied on the unknowing Care Bears. Grams Bear was busy bringing her home- made soup to Tenderheart and Noble-Heart, who where both sick in bed with a cold.

"There, there," Beastly heard Gram's kindly voice soothe them. "Just rest and have some of my good homemade soup. It will make you feel better. You poor dears-out all night on a caring mission in the freezing rain-no wonder you both caught colds!"

Noble-Heart tried to sit up in his bed. "Grams, no need to fuss-really. It's just a little cold, and there are so many caring missions to do today!" Noble-Heart was interrupted by a sudden cough. "Ohhh-." He fell back into his soft bed.

"Now, Noble-Heart, please. The others can handle those caring missions. Now rest." Grams said sternly.

Tenderheart turned over to look at him from his bed. "Grams is right, Noble, Brave-Hearts in charge of the caring missions for today, so you have nothing to worry about."

Noble-Heart weakly nodded, as he let Grams feed him some soup.

Back in No Heart's cauldron room at the castle, Beastly was still surveying the Care Bears, and he let out his strange chuckle:


Beastly pointed his furry finger towards the image in the cauldron.

"That's right, you have NOTHING to worry about, Noble-Heart. Especially since I am going to be helping out on the caring mission."

Beastly chuckled to himself again, and spun around to admire his loathliness in the broken mirror that was supposed to be right behind him. But instead of finding the shaggy reflection that he so expected, he found himself looking up into the red eyes of his master, No Heart.

"Beastly!" No Heart's voice boomed through the cauldron room, and No Heart's evil shadows scattered.

"What do you think you are doing in my cauldron room? I have told you never to come in here when I am not here!"

Beastly's heart was pounding as the cloaked wizard came closer and closer, and Beastly soon found himself up against the wall. With burning eyes, No Heart picked Beastly up by his scruffy collar and shook him.

"Well?!," No Heart demanded.

Beastly was shaking so much he could hardly talk. "P-p-please, No Heart, your mercifulness-"No Heart dropped Beastly to the floor, and crossed his arms.

"I am waiting, Beastly," said No Heart coldly and Beastly saw No Heart's eyes move over to the steaming cauldron. He knew what No Heart was thinking; the evil sorcerer had often thrown Beastly into the cauldron for punishment. Beastly gulped.

"No Heart, I have a plan. A plan to take care of those cutesy Care Bears."

He stopped to get his breath, and looked to No Heart, who was listening. Beastly went on:

"A plan to make everyone hate the care bears! I was just spying on the care bears in your magical cauldron. Two of the leaders are sick! And they'll be sick in bed for a while, hoo-boy! They where out all night one of those disgusting caring missions, yuck."

No Heart's eyes began to glow again. "Your losing my interest, Beastly, get on with it!"

Beastly nodded.

"Well, you see with two of the leaders sick they need more care bears to do caring missions. Now here comes the good part, No Heart," Beastly grinned.

No Heart, in turn, frowned.

"I pretend to join them, and I go on a caring mission and I'll mess everything up!" Beastly almost fell over then, with excitement.

"And you know, I'm good at messing things up. I'll make the kid cry! I'll steal his toys and turn his friends against him and get the school bullies after him, hachachacha!"

No Heart looked to his cauldron again, and Beastly stopped chuckling and cringed. But to his relief, No Heart began to walk away from him.

"And you shall bring the child to me, for I need to test one of my new potions of uncaring," No Heart peered into his cauldron, and began his evil laugh that always echoed through the castle and always gave Beastly the chills.

"Y-yes boss," Beastly stammered. "Hoo-boy, everyone's going to hate the care bears once I'm through with them!"

No Heart turned to his assistant and pointed. "Now go, Beastly, and do not mess this one up, or you will be very, very sorry."

Beastly fled to the door. "No problem, boss-well, I will mess it up, but only for the Care Bears!" and with that, Beastly was out the door.

No Heart looked to his cauldron where the images of the care bears sick in bed were still there.

"Now, Care Bears, doesn't it make you happy knowing you shall be helping me test out my uncaring potion thanks to your wonderful little caring missions." No Heart laughed again, and with a wave of his hand, the image in the cauldron faded.