Proud Heart gets a present unknowingly from No Heart which floods the Care Bear cousins out of house and home.

Treat Heart and Cheer learn to appreciate each other and work together when they are confronted by an evil two headed monster.

When Beastly ruins No-Heart's experiment to create a creature that would stop the Care Bears, Beastly creates a cloud monster. Shreeky uses the monster to eat the clouds of Care-A-Lot. Meanwhile, Brightheart is creating a cloud making machine that can get Beastly and Shreeky trapped in clouds instead of going to tummy symbol practice like Braveheart wants him to. When the monster attacks, Brightheart ruins the team's care bear stare. He lster uses his machine to stop the monster.

Cheer must prove herself to the rest of the crew when Beastly and Shreeky attack the SS Friendship.