After once again ruining his plans to corrupt children using his sinister shadows, No Heart is at a lose at how to defeat his fuzzy adversaries. When Mr. Beastly comments that if the shadows looked more like bears they'd have an easier time blending in, No Heart gets an idea to create his own team of Care Bears to spread his malevolence and ruin the good bear's reputation at the same time. After sending Beastly to Care-a-Lot to gather one of the bear's measurements, he places four shadows inside special bear-shaped molds and enacts spell to bring them to life. Thus, the Who Cares Bears are born.