A/N: This is somewhat darker than the other fics I've written so far. I'm probably exaggerating the rating a bit, but better safe than sorry. It's rated for dark topics, and one scary scene. Soulful Heart Fox and the plot are © to me and all other characters are © to whoever it is that owns the Care Bears: Nelvana, DiC (i.e., not me). This is the first part in a series.

The Long Dark of Soulful Heart Fox

The sun rose. Soulful Heart Fox generally regarded this as a bad move and wished it would go away so he could get back to sleep. The sun never seemed to listen to the fox, which struck him as being horribly unfair. He knew life was unfair, but it still never ceased to annoy him that it was. Nothing to do for it, the fox got up and went through his morning rituals. He knew it wouldn't be long before…

"Hurry up Soulful Heart, we don't want to be late for the party!" Bright Heart Raccoon called through the door.

Soulful just grunted in lieu of answering verbally, which would've gone something along the lines of: Speak for yourself.

The cynically minded fox had been living with the Care Bears for over a decade and he was of the opinion that any excuse for a party in the Kingdom of Caring was a considered a good one. Something that, in his view, happened far too frequently: birthdays of individual family members, the birthday of the family as a whole, the birthday of Care-a-Lot, parties after various celebrations, races, parades, etcetera; as well as Earth holidays, like New Years, Halloween, Thanksgiving, Christmas, and so on. It seemed like scarcely a fortnight went by without some celebration.

Soulful, never much of a party animal, usually tried to avoid them when he could, or at least limit his appearances there when he couldn't. This time however, there was no avoiding this particular party. After all, without him they never would've held it in the first place.

Me and my big mouth.

He sighed. No matter how reluctant he was to go, there was no reason to take it out on Bright Heart, who did want to, by unnecessarily delaying him. Adjusting his costume, Soulful Heart strolled out of his home. Bright Heart was waiting for him outside, already garbed in his own costume.

"How do I look?" He asked. Soulful Heart crossed his arms and raised one brow in critical assessment.

"Like you just stepped off a kibbutz." Bright Heart just smiled.

"Then the illusion is complete." Soulful rolled his eyes and prepared to say something in response, but was cut off by the sudden appearance of a certain blue bunny they were both familiar with.

"You two are late." Swift Heart Rabbit pronounced importantly, already in her costume too.

"Late? For a very important date?" Soulful queried. Swift Heart just stuck out her tongue at him.

"Very funny, fox boy. By the way, what're you going as again? A desert fox?"

"Me a fennec? Hardly. If I were a fennec fox, my ears would be as tall as yours and as wide as Lotsa Heart's." Swift Heart giggled at the mental image.

"We could used you as a kite!" Soulful stuck out his chin, the very image of noble dignity.

"I will not dignify that remark with a response." Bright Heart cleared his throat.

"Now we're all going to be late. You two can banter later."

"Swift Heart Rabbit is never late!" She declared imperiously.

"Except when it comes to picking out a costume." Soulful needled her gently. "How long again did it take you to decide on the Baluba?"

"I had a lot of Caring Missions to choose from." She said, crossing her arms in a mock-pout. "Unlike some of us." Soulful Heart chose to ignore her.

Shaking his head in resignation, Bright Heart strolled on ahead, Soulful Heart following behind him. Swift Heart walked with them too.

Soulful let his thoughts wander a bit as he walked, something he was prone to doing, as he thought of just how this celebration came into being.

About three weeks ago, Tenderheart announced that he was going to writing up dossiers on past Caring Missions and use that information to help make sure future missions go as well or better. Soulful's only thought on the subject was: Better him than me. Perhaps it was karma or perhaps Tenderheart saw what Soulful was thinking, whatever the reason, Soulful found himself helping Tenderheart file the reports.

While he was writing them up, he found something that to him was mildly interesting but to Tenderheart was nothing short of stupendous: The Care Bear Family had assisted people in every country and region in the world. He was so excited that he told everyone and made preparations for this party, to celebrate just how far the Care Bears have worked their magic and as a way for everyone to share their experiences and what they've learned.

As part of the celebration, Tenderheart proposed that everyone prepare the food, drink, music, and ethnic garb of the people from one of their favorite Caring Missions. Tenderheart chose the garb of the Kikuyu people of Kenya, in honor of one of his Caring Missions.

Everyone loved the idea and spent the next few weeks going over their best Caring Missions in their minds, picking out the cultures and ethnicities they decided to represent. Bright Heart chose the outfit of a kibbutznik after a Caring Mission to Israel. Soulful Heart, recalling one Caring Mission that brought him to Yemen, decided to wear the traditional Arab headdress, the keffiyeh. Others had chosen cultures that ranged the full spectrum of humanity: Brave Heart chose Scottish culture while Cozy Heart chose the Inuit. For Lotsa Heart it was the Hindi while Goodluck picked the Irish. Harmony Bear selected the Saharawi, Love-a-Lot the Achenese, and so on.

By the time they reached the Hall of Hearts most of the others had already arrived. Soulful Heart was impressed with the decorations of the Hall of Hearts. From the walls and ceilings hung hundreds of flags from every country in the world, as well as the flags of provinces, regions, and ethnicities, nationalities, tribes, aspirant peoples, in addition to several other entities less easily defined.

Soulful adjusted his keffiyeh and headed in. It never ceased to marvel him at just how the Care Bears managed to accomplish their task all over the world. One of their lesser-known abilities—which Soulful didn't discover until after his arrival—was that all Care Bears and Cousins (including him) had the gift of tongues, the gift of languages.

Whoever spoke with the Care Bears heard them speak in their language or dialect of their choice. A Russian listening to a Care Bear would hear them speak in Russian, a Frenchman would hear French, a Chilean would hear Spanish, etcetera. A Care Bear could hold a conversation with two people with two different languages at the same time, yet both would be able to claim that they were spoken to in their native tongue. Even the accent is so attuned to the individual the Care Bears were helping would swear they spoke like one who had grown up next door to them.

All Care Bears could hear and speak any form of verbal communication people could speak (Secret Bear had an affinity with various non-verbal methods). It was not something they learned or were even aware of until the need arose. Soulful once idly wondered whether the Care Bears actually spoke any one given language. For all they knew, they were all speaking Farsi and no one realized it because they instantly translated it. Or perhaps each one spoke a different language. Or perhaps an entirely unique language to the family…He promptly got a massive headache thinking about it and swore never to dwell on it again.

It was hard not to appreciate this gift though, given the breadth of their Caring mandate. Of course, there were other things to appreciate in the Hall of Hearts at this moment. A long, long table containing foods from all over the world had been prepared. Soulful Heart suspected that the whole party was really just a pretext to have the food. Come for the culture, stay for the food.

He spied several family members and decided to hold off on the food long enough to see just how they were dressed. In one corner were Noble Heart and True Heart, dressed as a Sioux chief and an ancient Egyptian princess respectively. Talking to them was Cheer Bear dressed in Kazakh clothing and Champ Bear dressed as a Bavarian, liderhosen and all. It was all Soulful could do not to snicker. He also saw Playful Heart speaking to Funshine Bear, showing her the Greek food he brought and she was showing him the masks made by the Kayapo of the Amazon. Secret Bear, in traditional Kurdish garb, was whispering something to Friend Bear, currently wearing Ethiopian clothing, who was nodding appreciatively. Love-a-Lot was admiring Tenderheart's kikembe while Swift Heart was being offered a knish by Grumpy.

"Soulful! Glad you could make it!" The fox turned around in time to see Proud Heart Cat looking extremely pleased with herself—as usual—as she walked over in a beautiful kimono, befitting her mission to Japan. Loyal Heart, dressed as if he just came off guard duty from Buckingham Palace, accompanied her.

"Proud Heart. Loyal Heart." He nodded to each of them. Proud Heart laid her paw on Loyal Heart's shoulder.

"I should thank you. If it weren't for you Loyal Heart wouldn't have worn this lovely uniform," She purred absentmindedly knocking Loyal Heart's oversized guard hat down over his eyes.

"It was nothing. Really." Soulful protested. He wasn't being modest. One of the things the Care Bears had to muddle through on their own was learning what was or was not appropriate to each culture they encountered and helped. Soulful Heart was originally not assigned to Yemen, but to England. Loyal Heart went to Yemen. Neither met with any great success.

In the latter case, Loyal Heart couldn't really get the Yemeni children he was trying to help to open up to him. It was soon found out that among the Muslims (which nearly all Yemeni are) dogs are considered unclean in the way that pigs are shunned in the Jewish faith. In Soulful's case he was barely able to leave England with his hide intact and shortly afterwards wrote a strongly worded letter to Parliament urging a ban on fox hunting. It was at this point that Soulful Heart and Loyal Heart traded missions, with more positive results on both ends.

Soulful Heart excused himself from Proud Heart and Loyal Heart and started looking for Bright Heart. He found him next to the food table, pointing out a few choice dishes to Gentle Heart who came as an Armenian. Bright Heart idly brushed out a few imaginary wrinkles in his kibbutznik getup. Soulful grinned as he made his way over.

There was another case of a Caring Mission that nearly became a fiasco. Originally, Bright Heart wasn't going to be sent to Israel. Treat Heart Pig was. But recalling the trouble Loyal Heart had, someone realized that sending a pig to country that was almost entirely populated by Jews and Muslims—two peoples who both consider pigs unclean—might not be the best choice. So Bright Heart was sent to Israel and Treat Heart went to Belgium and promptly fell in love with the famous Belgian chocolates. In fact, she was at the party dressed in traditional clothing of Belgium's Flemish population.

"Hi Soulful!" Bright Heart said as Gentle Heart waved him over. "Care for some falafel?"

"Thanks." Soulful said as he popped a piece in his mouth. "How're you two doing?"

"Better than Brave Heart is." Gentle Heart said.

"Ah, I take it that his attempt to mix foods from different cultures together was less than successful?" Soulful inquired.

"I wouldn't recommend putting wasabi on latkes, if that's what you mean." Bright Heart answered.

"Speaking of which, where is…ah Grumpy!" The fox called waving the bear over to their little group. Grumpy, dressed as if he'd just come from an eastern Europen shtetl—or a production of Fiddler on the Roof—approached them, a plate in his hands.

"Latkes? Knishes? Blintzes?"

"Thank you Grumpy." Gentle Heart said as she helped herself to a potato pancake.

"Practiced your Hava Nagila?" Soulful asked with a smile. Grumpy groaned.

"Why do I have to be the one to dance?"

"Because I can't sing." Soulful answered judiciously. The others all winced. Soulful's speaking voice was nothing to brag about. But to hear him sing was even worse. Shrieky could hardly be worse. After his arrival, someone thought that speech lessons with Harmony Bear might curb the worst aspects of Soulful's rather unique, rasping and whiny voice.

Someone thought wrong.

His last speech session ended with an aborted attempt at singing that ended with Harmony's windows shattering and Soulful quitting singing for good.

To say the least, Soulful was seldom invited to karaoke night.

The conversation soon focused around Gentle Heart's visit to Armenia and Grumpy's visit to a burgeoning Jewish community in Eastern Europe. It was cut short however when the doors to the Hall of Hearts were flung open with a clatter and a shout came from the door.

"No Heart!"

Soulful promptly performed a spit take that would've gotten huge laughs had it occurred on screen. As it was, all he did was douse Grumpy.

"Gee, thanks a lot Soulful. I was feeling a bit thirsty." He said as he wrung his shirt out. Soulful wasn't listening. His attention was rapt on the doorway, where Bedtime and Birthday Bear were running inside, disheveled and looking scared.

"What is it?' Noble Heart asked them as he and True Heart made their way over.

"Share!" Bedtime exclaimed at the same moment Birthday shouted; "Wish!" And then together:

"No Heart kidnapped them!" A wave of murmuring broke out among the crowd.

"He's probably using them as bait for a trap." Noble Heart mused.

"We gotta rescue them!" Brave Heart asked. Tenderheart nodded as he thought of a plan.

"If the rest of you make a big enough distraction perhaps a few of us could sneak in and rescue Share and Wish." Tenderheart proposed. "I'll go."

"Me too!" Brave Heart agreed.

"One problem." Grumpy grumbled, even as Soulful shot him a questioning look that seemed to say: One? "How are we gonna find them? It's an awfully big castle. And then there's actually the matter of sneaking inside in the first place." Soulful nodded.

Noble Heart sighed. "I know it won't be easy, if only we knew some way in…" Tenderheart looked at Soulful, who started looking uncomfortable.

"Do you know a way in?" He asked Soulful. The fox nodded glumly.

"I do. There's a secret entrance."

"Can you tell us where it is?" Tenderheart asked hopefully. Soulful sighed.

"You'll never find it on your own." The fox said unhappily, his ears and tail drooping to show just how unhappy he was. "I'll have to…" He swallowed nervously. "…Show you."

Me and my big mouth. Soulful thought for the second time that day as he, Tenderheart, Grumpy, and Brave Heart crept along the outside wall of No Heart's Castle. He felt his fur rise as lighting struck in the dark clouds that engulfed the castle, keeping their air thick with static electricity…to say nothing of tension.

"Where's this entrance?" Tenderheart asked Soulful as he prowled around the wall, apparently looking for something.

"I think it's right about…here!" Soulful said as he pushed on a brick in the wall. Nothing happened. "Or not." He sighed.

"Great." Grumpy moaned as he leaned against the wall. "We might as well turn back and—WHOA!" He fell flat on his back as the section of the wall he was leaning against swung open.

"You found it Grumpy! Good work!" Brave Heart complimented as he helped him up.

"Yeah, great." Grumpy muttered as he rubbed the back of his head. Tenderheart peered inside. There was a large spiraling stairwell that led up and up…he couldn't even see the top through the darkness that enveloped it.

"Looks like a long way to go." Tenderheart said. "Might as well get started." Pulling a search lamp (heart shaped of course) out of the satchel bag Soulful had brought, Tenderheart led the way in.

The rescue party began to climb the stairs. The steps were steeper than what they were used to, having been designed for someone of a larger stride, and there was a lot of them. Their pace began to slow and Grumpy began to pant in exhaustion.

"Oooh, you call this a shortcut, Soulful?"

"Unless you wanted to try to scale the walls by paw." Soulful answered, his face beaded with sweat that had nothing to do with physical exhaustion. "Don't distract me."

"Why? What're you doing?" Brave Heart asked. Holding onto his patience with both paws, Soulful answered.

"Counting the stairs."

"Uh, why?"

"So I'll know where the booby-traps are." Soulful said flatly.

"Oh….BOOBY-TRAPS!" All three of them shouted at once, nearly knocking Soulful down a couple of stairs in surprise.

"I thought I told you." He said. Brave Heart shook his head.

"You didn't. You could try being a little more informative, Soulful."

"…I just don't like talking about this place, okay?" The fox said. "Look, the first booby-trap is a few minutes ahead of us. I'll go first and tell you guys what to do."

"And what if you make a mistake, like you did with the door?" Grumpy asked. Soulful looked like he wished Grumpy hadn't mentioned that.

"Then you'll still know how to avoid it." He said shortly as he took the lamp from Tenderheart and took the lead. Tenderheart looked worriedly at his retreating form, he was beginning to wonder if he did the right thing in bringing him here.

Too late to change things now, Tenderheart, Grumpy, and Brave Heart followed Soulful up the seemingly endless flight of stairs.

Soulful scowled in the darkness as he kept count, hoping he didn't miscount a step. Finally, when he reached the step he was waiting for he came to an abrupt halt.

"Now what?" Tenderheart asked.

"You see these next three stairs?" Soulful asked, pointing. The others nodded. "No, you don't." He corrected them. "They don't exist. They're just an illusion. We have to jump the gap."

"And if we miss and fall?" Grumpy asked, gulping. Soulful shrugged uneasily.

"Let's just say there's a reason why the saying exists that you can't jump an abyss in two leaps."

"I'll go first." Brave Heart said as he backed up, trying to give himself as much of a running start as he could. He took a deep breath and then, "CHAAARRGE!" He bellowed as he leaped, landing on a solid step. "Okay, your turn Tenderheart!"

"Wish me luck." Tenderheart said as he prepared for his own jump. He almost landed on Brave Heart's foot, but beyond that it was smooth. Soulful took a deep breath as he made his own leap. He landed a bit less steady than Brave Heart or Tenderheart, but he did have larger feet to absorb the landing shock.

Grumpy gulped once as he made his jump. One foot landed on solid ground, the other one dangled in the air. Grumpy flailed his arms to try to keep from falling backwards. Tenderheart and Soulful each managed to grab a paw and pull him forward just as he was about to fall backwards.

"Grumpy!" Tenderheart said. "Are you alright?"

Grumpy panted. "Oh…why do these things always happen to me?"

"He's fine." Soulful deadpanned.

"Funny fox…" Grumpy muttered without anger as Tenderheart helped him to his feet. "Thanks guys…Anymore surprises for us, Soulful?"

"He can tell us about those on the way up." Brave Heart said as he started bounding up the stairs again.

"Brave Heart, wait!" Soulful shouted.

"Huh?" Brave Heart asked, turning around. "What?"


"What—Yikes!" Brave Heart exclaimed as he hugged the ground, only narrowly avoiding getting his head sheared off by a wickedly curved axe that was now embedded in the wall. "That was close!" Brave Heart said.

"Closer than you think." Soulful pointed. Brave Heart looked down and saw several strands of his mane had been sheared off. Brave Heart shuddered. Another few seconds…

"Thanks, Soulful." Brave Heart said. Soulful just shrugged uncomfortably, ill at ease with thanks, especially from someone he never got on well with.

"Let's keep going." Soulful mumbled, not meeting anyone's eyes as he trudged up the stairs, the others soon following suit. The next few minutes were traveled in silence, which was just as well, as far as Tenderheart was concerned.

The longer he watched Soulful, the more he worried about him. I should never have brought him here. Tenderheart thought. Who knows what he's going through?

Soulful had been born---created, really—here and had spent years as No Heart's slave. Even though he had been with the Care Bear Family for over ten years, Soulful almost never talked about his time here…not even with those he trusted most, like Bright Heart and Gentle Heart. Tenderheart wondered at the wisdom of forcing him to face his inner demons, especially at a time like this.

Soulful said something, but Tenderheart didn't hear it. He was lost in his own thoughts. Soulful raised his voice. "Tenderheart!" Tenderheart shook his head to clear his mind and turned to Soulful, who had his raised forearm in what looked like a rude gesture. Tenderheart was about to ask Soulful what he'd done to offend him when he noticed Brave Heart and Grumpy doing it too.

"Why are you—" His question was cut off as he saw something drop in front of his eyes. Before he could even realize that it was a rope, it had already secured itself around his neck and was pulling him up, his toes on barely brushing against the ground.

"Tenderheart!" He dimly heard the others shout, but he couldn't really hear anything beyond the blood pounding in his ears. His vision started swimming and just before he was about to loose consciousness he felt himself fall and land on the steps. Hard.

"Are you okay?"

"Speak to us!"

"Are you alright?"

Tenderheart just coughed as someone pulled the severed noose off of him. He tried speaking, but ending up coughing even worse and rubbed his throat. Someone laid a paw on his back. Tenderheart looked up and to his surprise, saw that it was Soulful.

"I know…that's not pleasant." Soulful rubbed his own throat, partly in sympathy, partly in remembrance. Tenderheart tried to say something but ended up coughing again. "Don't try speaking for a while." Soulful said. "I think you'll be okay…It could've been a lot worse." He didn't say anything more but Tenderheart saw in his eyes that Soulful knew firsthand just how worse it could've been. "We're almost to the top." Soulful said at last. "Do you think you can make it?"

Tenderheart nodded, though he needed Brave Heart's help to stand up. That seemed to have been the last of the booby-traps as the remaining steps posed no further dangers or challenges. They finally reached the top and took a moment catch their breaths. Tenderheart rubbed his throat again. It was getting better but he knew that Take Care and Grams would be all over him when they got back to take it easy for a while.

But that was later. This was now.

"Which way?" Tenderheart asked Soulful, his voice still a dull croak. Soulful looked around and pointed.

"This way. And don't worry Tenderheart, that will clear up." The four of them made their way through the deep, dark, and drafty corridors of the castle. Grumpy shivered.

"It's freezing in here!"

"It's even colder at night." Soulful said though he wasn't actually answering Grumpy. His eyes sort of unfocused and it looked like he was reliving the events of decades past. "Freezing nights that seem to last for weeks. No blankets, no bed, not even a room. Just me and the cold stone floor…"

He didn't realize he'd spoken any of that aloud until he turned his head and caught the expressions of the others. Soulful felt his face heat and he turned his head. "Come on." He mumbled, "We should be near No Heart's spell room."

The others hesitated, exchanged a short series of looks then followed him. They made their way through winding corridors and passages, occasionally ducking out of sight to avoid being detected by a shadow.

Soulful held up a paw, bringing the others in his train to a halt. "What is it?" Tenderheart asked.

"We're here. That's No Heart's spell room." Soulful pointed at a door.

"Well what're we waiting for? Brave Heart Lion to the rescuuue—HEY!" Brave Heart yelled as Soulful caught his tail in his paws and yanked him back away from the door. "What's the big idea Soulful?"

"Those are." Soulful pointed at something above the doorway. It looked like a chalked symbol that none of the others recognized. "That's a magical ward. It protects the door."

"What'll it do?" Tenderheart asked.

"I'm not sure. It might teleport you outside the castle, light you on fire, or turn you inside out." The others gulped.

"How do we beat it?" Grumpy asked.

"Maybe a Care Bear Stare?" Tenderheart suggested, looking at Soulful.

"I guess it's worth a try." He said.

"Care Bears, Countdown!" Brave Heart said, "Four…Three…"

"Oh just do it already!" Soulful snapped. "We can't leave soon enough to suit me."

"STARE!" Tenderheart said, forestalling any arguing. Four beams of light converged on the ward symbol and it soon vanished, taking its magical protection along with it.

Tenderheart gently pushed the door open. It opened slowly with a creak that was far too loud to suit him…but nothing happened. Brave Heart peered inside.

"Come on, the coast is clear!"

"Famous last words." Grumpy mumbled as he followed Brave Heart in. Tenderheart held back for a minute.

"Soulful, are you—" Soulful held up a paw.

"Let's just get them and go and I'll be fine." Tenderheart nodded reluctantly.

"Okay, let's go." They walked inside to find Grumpy and Brave Heart looking at a cage in the corner. Inside it was Wish Bear and Share Bear, still in their costumes from the party. It seemed like days ago…Soulful mused to himself as he rested his hand against a desk. His eye drifted over its contents, some parchments, inkwells, and…a book? Soulful felt strangely drawn to it. He picked it up. It looked like some sort of journal or entry book. He pocketed it in the satchel for later before turning back to the others, who were trying to wake the girls.

"Wish! Share!" Tenderheart called. "Are you two okay?" No answer.

Hurrying up to the bars Tenderheart saw that they were both unconscious. At least that's all it is. He sighed in relief.

"We've got to get them out of that cage!" Brave Heart said as he pulled on the bars. "But how?"

"How about this?" Grumpy asked as he used his tummy symbol to create a key.

"Grumpy, you're a genius!" Tenderheart said as Grumpy opened the door.

"Well why doesn't anyone ever notice more often?" He grumbled.

"Wish? Share?" Brave Heart asked, shaking Wish. "This isn't the time to take a nap!" They still didn't stir.

"It must be a spell…" Tenderheart guessed. "Soulful, do you still have those smelling salts?" Soulful rummaged through the satchel he brought. Take Care insisted they come fully stocked with First Aid gear. He handed Tenderheart a smelling salt and he took another for himself. Tenderheart waved his under Wish Bear's nose as Soulful did the same for Share.

Their eyes flickered open. "Wha--?" Share asked as she woke up to find herself practically eyeball to eyeball with Soulful.

"Tenderheart?" Wish asked as Tenderheart helped her to her feet and escorted her out of the cage.

"Don't worry, we're here to get you both home."

"Glad to see you're both okay." Brave Heart said as Wish gave him a hug. That started a brief lived exchange of hugs and well wishes…at least until Share tried to give Soulful a hug. Without thinking the fox simply took half a step backwards and drew away from her, flinching.

Share looked hurt and it wasn't long before the others noticed the awkward moment.

"Come on," Tenderheart said gently, rubbing Share's shoulder. "We should go before No Heart comes back." He caught Soulful's eye as he passed him. The fox looked sorry that he hurt Share, but even after so long with the Care Bear Family, he still wasn't that outgoing. He sometimes was in private with one or two of his closest friends, but not like that. Not here. Not in No Heart's Castle.

I'm with you, not of you. Soulful's mournful eyes seemed to telling Tenderheart. Tenderheart didn't buy that for a minute, but now really wasn't the time.

"Let's go." Grumpy urged as they made their way out. "The other's can't be a distraction forever and I don't want to be here when—"

A sudden crack of lightning heralded the arrival of the wizard whose company they'd hoped to avoid.

"NO HEART!" They shouted in unison.

"You miserable Care Bears won't escape me so easily!" With another crack of lightning No Heart transformed himself into an enormous jackal.

"Run for it!" Tenderheart yelled as they ran in the other direction. "Don't split up!" He added, he didn't intend for this to be a repeat of when No Heart trapped them in a maze.

Soulful hadn't joined the family when that had happened, but he seemed to understand perfectly. "The hallways here are like a maze. Unless you want to end up running around in circles until he wears us down, follow me!"

The five other Care Bears followed Soulful as led them through a twisting path that led them down corridor after corridor after corridor. No Heart couldn't move nimbly enough to avoid the walls, the pillars, and the various odds and ends; suits of armor, statues, and shadows. It slowed him down, but he was still right behind them, his hot breathe right on their necks.

Tenderheart thought that Soulful had forgotten where he was going. That he had no purpose in mind beyond running. Just when he was about to ask him what he had in mind, it revealed itself to him. At the end of the hall was a crack in the wall. It wasn't large, but it was big enough for a Care Bear to slip through.

If only we can reach it in time. Tenderheart thought. "Hurry!" He yelled. No Heart hadn't given up and had only begun driving himself harder when he saw what the Care Bears were planning.

"You wont get away from me!" He bellowed. Soulful ducked his head and fairly slid into the crack.

"Come on!" He shouted. Wish Bear was the next one to squeeze through then Share, then Grumpy, then Brave Heart. Someone called to Tenderheart:

"Hurry up Tenderheart, he's gaining!"

Tenderheart huffed and puffed as he ran for the crack, he was so close

Just as he thought he was in the clear, No Heart raised a massive paw and swiped at him. Tenderheart leapt to avoid it, but in the process tripped and skidded on his belly before coming to a halt.

"Now I have you!" No Heart gloated as he pounced. Tenderheart saw the jackal No Heart take up a larger and larger field of vision before he felt a pair of paws on his shoulders, dragging him into the crack bare seconds before No Heart landed where he just was.

Tenderheart panted in exhaustion and terror. "Thanks…" He looked up to his rescuer. Soulful just looked uncomfortable, as he always did with praise.

"We should go before he calms down enough to transform and follow us."

"Where do we go?" Grumpy asked. "There aren't any stairs!" Tenderheart looked and saw Grumpy was right. They were all standing on a small protrusion that jutted out into darkness. Below them was a deep pit. Tenderheart guessed they were inside one of the many towers of the castle.

"There's a way down…but you're not going to like it." Soulful said as he pointed at the wall. Tenderheart followed his finger. Sure enough there was a slender ledge that stretched from the platform they were on around the wall and spiraling down and around in a gentle slope, presumably until they reached the bottom of the castle.

But was a very narrow ledge. It wasn't even wide enough to walk down. They'd have to walk crab fashion, with their backs to the wall.

"What happens if we fall?" Wish Bear asked Soulful. Instead of answering her directly, Soulful just picked up a loose rock and dropped it. The others leaned over waiting to hear it impact on the bottom.

They never heard a thing.

Grumpy gulped. "Are you sure about this Soulful?" Brave Heart asked him.

"This isn't my first choice either." Soulful said bitterly, his nerves fraying. "But I just want to go home. If anyone else feels the same way, follow me." With that, Soulful flattened himself against the wall and started walking sideways down the ledge. Tenderheart followed him and soon all six of them were making their way down the spiral ledge. About five minutes later, Tenderheart saw something go whishing past but it was gone again before he could be sure what it was.

"What was that?" He asked.

"It was that rock." Soulful answered grimly.

"But, how?"

"A spell." Soulful said with a faint undertone of…was that fear? Tenderheart wondered. "No Heart cast a spell in this place. If something falls down it just keeps falling. A spell teleports it just before it his the bottom back to the top again. There's no loss of speed, there's no loss of momentum…there isn't even any time lag. It's just like falling forever…" Soulful gulped and looked ill.

"Did No Heart…?" Tenderheart asked softly too low to be heard by anyone else but him and Soulful. The fox just nodded,

"I-If I forgot an ingredient," Soulful whimpered. "If I d-dropped something h-he would, he would…" He gulped again, trying not to throw up.

So that's why he's always had a sensitive stomach, oh Soulful…why didn't you ever tell us?

Soulful's face turned pale, then green, then a sort of weird purplish color…it looked like he was having a stroke or a panic attack…or both. His foot missed the ledge and he nearly tottered over. Tenderheart quickly held out one arm and shoved Soulful back against the wall, nearly knocking the wind out of him.

"Thanks." Soulful wheezed.

"I'm so sorry." Tenderheart said, aghast. "I shouldn't have brought you back here…I shouldn't have…" He trailed off. Soulful was beyond listening.

"I just want to go home! I want to go home and never come back here again! NEVER!"

"And you wont." Tenderheart said. "You'll never have to see this place again. I promise." He wasn't sure Soulful was listening or if he even heard him. He just started half-mumbling and half-singing:

"Down once more to the dungeon of my black despair….Down we plunge to the prison of my mind…Down that path into darkness deep as Hell!

"Soulful…" Tenderheart asked, concerned.

"…Let's just hurry up. The sooner we reach the bottom, the sooner I can go home and crawl into bed."

"Sounds like a plan to me." Tenderheart agreed. The group continued making their way down, ignoring the rock that continually fell past them only to reappear and fall past them again and again.

After what felt like hours of walking against the wall, they finally reached the bottom and promptly collapsed. They were weary, they were stiff, and they were starving. The first thing Soulful did before sitting down was to look up at the rock as it once again fell towards the bottom. Using his tummy symbol, he knocked the rock against the wall, where it ricocheted and landed on the floor. Satisfied that nothing would have to fall forever, Soulful Heart too, collapsed.

"Now what?" Grumpy asked.

"Now…" Soulful said. "We walk out down that tunnel and we're out. Then we call some cloud cars…"

"And get the heck outta Dodge!" Brave Heart finished.

"What tunnel? You mean the one coated in spider webs?" Wish asked. Soulful turned rigid.

"Did you say…spider webs?" His voice trembled. Wish nodded and pointed. Sure enough the only way out was through an arch that was almost completely covered with thick spider webs.

Soulful turned white as a ghost and cursed. He cursed again, and again. He swore magnificently in several languages mixed to a truly blistering effect. Tenderheart felt himself blush and knew he wasn't the only one. It was a wonder the walls didn't start to peel!

Soulful eventually wound down and finished by kicking a rock across the room. "Darn…" He said, too exhausted to come up with anything fouler.

"What's wrong?" Brave Heart asked. Tenderheart knew though. Soulful hated spiders. Regal had the same problem, but Soulful—if anything—seemed worse.

"Don't worry Soulful." Tenderheart said, putting a comforting arm around his shoulder. "We'll be there for you. There's nothing to worry about."

Soulful shook his head. "You don't understand. These aren't normal spiders. No Heart made them. They're huge. They're main bodies are as big as us." Tenderheart swallowed. So did the others. "They're venomous too. Their poison causes…" He lowered his voice. "…Nightmares. Permanent nightmares." The way he spoke didn't sound like he got this information second-hand.

Tenderheart felt his own face pale…That would explain Soulful's arachnophobia…and his nightmares. He didn't think Soulful knew that he was aware of the nightmares Soulful had. Soulful never had any pleasant dreams. Not ever. And now Tenderheart knew why…No Heart, you have a lot to answer for. He thought angrily before pushing that anger aside. There'd be a time for anger later. For now…there was Soulful.

"Soulful, we're here for you." Tenderheart assured him. "We'll help you see this through. We're all going to get out of here and go home. Together."

Soulful gave Tenderheart's paw a squeeze in thanks before they walked over to the group.

"All right everybody." Brave Heart said. "Listen up. We've been through booby-traps, wards, spells, shadows, No Heart, and near-bottomless pits. Are we gonna let a bunch of bugs stop us when we're so close to gettin' out?"

"No!" "Nu-uh" "No way!" "Not a chance!"

"Here's what we're going to do." Tenderheart said. "We're going to make for the exit and stop for nothing, no one gets left behind. Everyone, prepare your tummy symbols."

The darkness in the castle started to retreat as five tummy symbols lit up. Soulful couldn't manage it. Tenderheart wasn't surprised, nor could he blame him. He'd always wondered why Soulful always acted so differently. No more. Now he'd wonder how Soulful managed to be as normal as he was!

Tenderheart got them in to a formation where Brave Heart was at the front…and Soulful was safely enveloped in the center.

"Let's go." Tenderheart said. Brave Heart let out his trademark roar and shouted.

"CHAARRRGE!" With that, they were off. They ran through the spider web screen that covered the tunnel's entrance. Tenderheart wiped his face free of webbing only to find his paw covered with tiny spiders. He shook them off as best he could as he ran. The others were having the same problem. Brave Heart's mane was practically alive in the little creatures.

If that had been their only problem, they could've counted themselves lucky.

Too bad it wasn't.

Brave Heart nearly plowed head onto a spider as big as he was that was crawling in the middle of the tunnel, blocking their path. The arachnid reared on its hind legs and let out a dreadful hiss.

"Tenderheart…we're not alone anymore." Grumpy said nervously as he pointed. Within what felt like seconds, other large spiders joined the first and began to surround the knot of Care Bears.

"STARE!" Tenderheart yelled, dispensing with the countdown entirely. Five Stares leapt out in the near darkness, pushing several spiders back. But not all of them.

One of them raised a hairy leg and swung, knocking the Care Bears down like so many bowling pins. Soulful sat up, holding his head only to find himself eye to eye, or rather, eye to eyes with one of the spiders. He paled looking a split-hair away from keeling over on the spot.

I really wish I had stayed in bed. Soulful thought as he braced himself for death. And to think, today started out as such a nice day…

He threw up his hands in a last ditch effort to avoid being eviscerated, when a Stares impacted against spider, forcing it to withdraw. He looked to see who his rescuer was: it was Share Bear.

"You okay?" She asked him, concerned as she helped him up. Soulful nodded numbly. "Good. Let's go!"

The group tore through the hallway, correctly believing their lives to be on the line. Their Stares knocked aside every spider that was unfortunate enough to be in their way. Finally they reached the end of the tunnel…only to find it blocked!

"What now?" Tenderheart asked the shaken fox.

"I-I don't know…No Heart must've sealed it!"

"Great a dead-end." Brave Heart said bitterly.

"Did you have to call it that?" Grumpy moaned. The six of them exchanged looks and turned around. The spiders were still coming…and there was no way out.

We can't hold them off forever…Tenderheart realized sadly. He shook his head. He couldn't believe it. All that time and trouble…and we're stopped by something as simple as a wall, when we're so close to freedom?

A sudden rumbling derailed Tenderheart's train of thought. He turned around to see the blocked entrance crumbling, beams of light coming through the cracks.

"Move, everyone!" He yelled as he figured it out. The others scurried aside just as the stones that had blocked their way blew in. Light poured into the hole, but it wasn't ordinary daylight…

"STARE!" Came the call from over a dozen throats as beams of light entered the tunnel, pushing the spiders back long enough for Tenderheart and the others to get outside. Waiting for them was the rest of the family.

"You're all right!" True Heart said in relief as the others used their tummy symbols to block up the tunnel entrance again.

"Well, I don't have anything a shower wouldn't fix." Tenderheart said, picking spider webs out of his fur.

"Let me help you all with that." Noble Heart said as his tummy symbol glowed. Within moments, the webs and dust that had coated Tenderheart were gone, the same for the others.

"Thanks." Tenderheart smiled. "I needed that." Anything else that might have been said was drowned out in the general chorus of cheers and applause when everyone saw the kidnapped girls were safe and unharmed. Bedtime and Birthday Bear were especially vocal in voicing their relief that Share and Wish, respectively, were back and safe.

"Wish!" "Share!" "You're both alright!" "I was so worried!"

Soulful Heart drew himself away from the group. He just wanted to go home and forget this day ever happened. He felt a paw on his shoulder and turned around. It was Share.

"Thank you…for everything." She said. "Wish and I really appreciate what you went through for us." And so does Birthday and Bedtime. He read in her eyes, not that he'd embarrass her by saying it.

"Welcome." He mumbled awkwardly. Share gave him a brief smile before returning to Bedtime and the others.

"Come on everyone, let's go." Noble Heart ordered. "No Heart knows he can't take us all on, but I'd rather not stay here and tempt him." Those words were just the right ones to get everyone to head for the cloud cars and return home.

Soulful—never having successfully learned to drive—had to have Tenderheart drop him off outside his home.

"Thanks." He said as he started heading for the door, intending to sleep for a week.

"Soulful…" Tenderheart called, causing the fox to turn around.

"It's…okay, Tenderheart. I'll be fine."

"It was a brave thing, what you did today." Tenderheart said. Soulful looked decidedly uncomfortable at the praise. "Take the next few days off. You've earned them."

Soulful nodded. "Thank you." Tenderheart just nodded.

"Anytime." With that, Tenderheart drove away and Soulful headed inside his home. As soon as he got in, he locked the door behind him, as if he could shut away all the bad memories today had brought back just as easily. If only it were that easy. He thought as he stumbled into his room. Barely remembering to drop the satchel he had forgotten he still had—and making a mental note to return it to Take Care later—he plopped face down on his bed and was sleep within seconds.

Soulful Heart awoke some time later, feeling somewhat refreshed. Yawning and stretching, he got up to find something to eat. He hadn't had a thing since the party that morning. Was it this morning? He asked himself, glancing outside. It was already getting dark when they returned from No Heart's Castle. Now it was pitched black out.

As he headed to the kitchen he nearly tripped over the satchel he brought with him, spilling some of contents. Soulful reached down and picked up the book he found in No Heart's spell room. Now, as then, he felt strangely compelled to read it.

Deciding he could hold off on eating for a bit, Soulful went back to his room and sat down on his bed, opening the book. As he had surmised when he found it, it was indeed a journal of sorts. Soulful flipped through it, resolving to read it more in depth later. It was written in No Heart's own handwriting, describing his plans and some of the more complicated spells he'd attempted…Soulful felt his heart race as he found a section devoted to the spell that created him.

Soulful read like a fox possessed. He fairly tore through the book, hoping to find some knowledge, some information about his background, his origins…trying to discover just what he truly was. An hour later Soulful had his answer. That was the reason why he found himself huddled in the corner of his room, his knees drawn up under his chin as he cried; his spirit bruised, perhaps broken. Perhaps forever.