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Warning!: This story contains mature content and discretion should be used when reading it.

This version of Take Care Bear belongs to Take Care Bear/Amber

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Hallows' Eve

*CRASH*

*THUMP THUMP THUMP THUMP THUMP*

"oopsy..."

Take Care Bear sighed and set down her pen. Much as the stack of paperwork was giving her a migraine the red bear with a smiling apple for a tummy symbol knew those noises meant another headache to deal with.

Take Care headed upstairs to her library where she found the contents of three shelves on the floor with Oopsy Bear buried underneath them, his eyes spiraling. Take Care sighed and walked over to the light green bear with freckles and short messy hair, "Alright, Oopsy, get up," she grabbed Oopsy Bear's hand and pulled him to his feet where he stood, stumbling around until his vision went back to normal.

"Sorry, Take Care. I was just trying to get an art book off the top shelf." Oopsy looked guilty.

"And you climbed on one of the shelves." Take Care sighed then muttered, "Not sure if using the rolling ladder would have been better or worse," she stared at the pile, "Where's the book?"

"In there, somewhere." Oopsy turned to the pile, "I'll put them back."

Oopsy Bear was the newest member of the Care Bear Family. They had found him on earth two years ago on a caring mission. He was overjoyed to join the Care Bear Family, until they tried to give him a tummy symbol and it had failed. Oopsy was disappointed but quickly found out that he could somehow draw clear pictures on his tummy symbol with crayons and easily wipe them off with his bare hands, so he decided that he would keep drawing different pictures until one stuck which would be his "real" tummy symbol. Most of the time he drew a cartoonish shooting star as his standard symbol and he could still perform a Care Bear Stare as long as there was something on his tummy, but it was much weaker than a normal stare. Sadly, he was also clumsy and accident prone which lead to his 'oopsies' as everyone called them.

"Hello, Take Care?" the voice came from Loyal Heart Dog, a blue dog with a heart shaped medal for a tummy symbol, as he entered Take Care's library, "I heard the noise up here..." he paused when he saw the pile of books on the floor and Oopsy Bear digging around in the books. "Want help?"

"Yes please. Thanks, Loyal," Take Care grabbed one of the books and checked the numbers on the spine. She had started the library because she had the largest collection of books, fiction and non-fiction, in the Kingdom of Caring, so she opened up her library for everyone to use, especially after the Care Bear Cousins kept giving her old books they never read anymore.

Take Care put the book back on the shelf when she heard the door bell for her waiting room go off. "Oopsy, find the book you were looking for and let Loyal Heart put the books back. I have to see this patient."

"OK..." Oospy sounded dejected as Take Care left the room. She was the least tolerant of his accident prone nature. Accidents in a medical clinic could be very serious.

Take Care entered the waiting room to find a very congested Hugs Bear sitting on one of the chairs. The young adult pink bear's eyes were hooded as she looked up at the doctor, "Hi Dake Gare," She snorted.

"Sounds like you got a cold," Take Care pointed to the exam room, "Alright let's get you checked out." Hugs nodded then followed after her. Hugs was no longer a cub in diapers, she was now 18 years old along with her twin brother Tugs. Her tummy symbol was a smiling star coming out of a heart.

Take Care checked the examination notes, "Yep, you've got a cold. Sorry but you're staying home for the next couple days."

"Nooo!" Hugs whined then started coughing, "I wanna go out for Halloween!"

"Well you're not going out this year," she saw the sorrowful look in Hugs' eyes, "I'm sorry but you'll make yourself worse if you go out tomorrow night. Go home and rest and I'll check up on you tomorrow."

Hugs would have sighed, but she was too congested. Every year the Care Bear Family went out in force on Halloween night. Between pranks, children being scared of costumes and decorations and ghost stories that went out of hand there were a lot of children who needed help that night. Even though it was work they had fun dressing up in costumes while they were out in force that night.

OoOoO

"There it is," Oopsy grabbed the art book and the one underneath it when he heard heavy footsteps coming up the stairs. He pulled both books up against his chest as Lotsa Heart Elephant entered the elephant. Lotsa was a male pink elephant whose tummy symbol was a triangular weight with a red heart on each side.

"Hey, oh my," Lotsa looked at the mess Loyal Heart was still cleaning up.

"Sorry, I had an oopsy," Oopsy Bear stared at the floor.

"It's alright," Lotsa ruffled Oopsy's hair, "I was pretty clumsy when I was younger, and that's the truth."

"Really?" Oopsy looked up at the pink elephant.

"Yep. Don't worry, I'll help Loyal clean this up, I was going to return a book anyway." Lotsa carefully stepped around Oopsy and started picking up books.

Oopsy felt a little better as he left the library, and ran into Hugs as she was leaving. "Hi Hugs," Oopsy blushed slightly, "Not feeling well?"

"I hab a gold," Hugs said, sniffing again but managing to smile, "You?"

"Just picking up an art book for new tummy symbol ideas," Oopsy clutched the books to his chest.

"Don worry, you'll fund it," Hugs snorted again then smiled, "Maybe you're supposed to be an artist."

"Maybe... Thanks, Hugs. I gotta go." Oopsy darted out the door, thankfully not stumbling as he did so. Hugs smiled then headed home.

OoOoO

Take Care headed up to the library and was surprised to find Lotsa helping Loyal Heart, and most of the books back on the shelves.

"Hi, Take Care," Lotsa turned to see the doctor enter, "I just dropped by to return a book and, well I guess I'm returning a lot of books."

"Just hand it up here," Loyal Heart turned from where he stood on top of the rolling latter to reach down and take a book from Lotsa and shelve it.

"I appreciate it, Lotsa," Take Care smiled and joined in. "Worried about staying home this year?"

"Not really," Loyal Heart said, I'm happy to just have a chance to sit home and relax.

"Unless No-Heart attacks," Lotsa Heart shuddered but kept working.

Every since the "Super Grumpy" incident a few years ago, it was decided that no fewer than 10 members of the Care Bear Family would have to remain in the Kingdom of Caring at any time, outside of an emergency evacuation. Every fourth Halloween all of the Care Bear Cousins opted to stay behind because they were close with each other and Take Care, who never went on caring missions anyway.

OoOoO

Oopsy Bear's house was upside-down. No one knew exactly how it happened, not even Bright Heart Raccoon and Grumpy Bear, who had designed and built his house. The most likely answer was that Oopsy had tried to help out during the construction. Thankfully the interior was right-side up with a door in the "attic" along the ground, but that didn't stop it from being an odd sight to anyone who visited the Care-a-Lot.

Oopsy immediately went into what had become his art studio. He had started by just drawing on the floor of his bedroom but as he came up with more and more ideas for what his tummy symbol was supposed to be, and kept them around so he wouldn't forget what he had tried already, he turned the "game room" Grumpy had put in the house into something resembling an art studio. By now the pictures of attempted tummy symbols covered most of the walls but Oopsy was undeterred as he sat at his drawing table and opened the new book.

He flipped through the pages for over an hour, testing each new symbol, wiping it off then drawing it again on a sheet of paper to add to the stack he'd put up later. Eventually he slumped forwards, face on his latest drawing, "Too many pictures, my head hurts," he grabbed his head.

"Maybe you don't need art to help you."

The harsh female voice caused Oopsy to jump and spin around on his chair. "Who's there?"

"I am, look down." Oopsy looked down to see the second book he had accidentally taken. It was a green book with a round face molded onto the cover.

Oopsy dropped into a crouch from the chair and picked up the book. "Who are you?"

"I'm a magical spirit that makes dreams come true."

"Like a genie?" Oopsy asked hopefully.

"No. A genie simply grants your wishes without any effort, I help someone to achieve their dreams by giving them what they need. Just open me and I will help you."

Oopsy looked at the book cautiously for a moment, then carefully opened it.

OoOoO

Trying to sleep with a cold is one of the hardest things to do, as Hugs was finding out. Every 30 seconds she had to grab a tissue from her bedside table to blow her nose then lie back down and try in vain to sleep for the few seconds she could breathe normally. She lay back and coughed several times before she closed her eyes and tried to sleep.

A flash of lightning and a crack of thunder jolted Hugs awake. Hugs felt her heart jump into her throat as she did her best to breathe calmly, then was forced to blow her nose again. She jumped when she heard a long baleful howl coming from outside.

Hugs sniffed and got up to get a drink of water, "So tired," she mumbled.

She had just set her water glass down on the counter when she heard the howl again.

"AROOOOOOOOO!"

Hugs tensed up. It sounded a lot closer to the house. She held still for a minute then she heard it, scratching at her front door. Hugs gulped, then coughed again. The scratching became slower, then she heard her door knob starting to turn. No one ever locked their doors in the Kingdom of Caring, there wasn't any real reason to.

Hugs wanted to run but she could barely breathe and she wheezed as she approached the front door. She thought about turning the lights on, but decided against it, hoping it would go away. She closed her eyes and tried to focus, if it was something from No-Heart she should be able to use her stare to chase it off, she'd known how to since she was a toddler.

Hugs heard the door knob click and she started her countdown, "4...3...2...1..."

The door pulled outwards and a dark furry mass burst into the house. Hugs didn't react fast enough as she felt something bite her arm. In pain she shouted "STARE!" Her tummy symbol lit up and fired off a pink beam of energy that struck the creature. She felt it release its hold on her arm and whine before taking off back out the door.

Hugs just lay on the ground, her head spinning and breathing heavily as her arm throbbed in pain. She forced herself to stand and stumbled to the door, shutting it and turning the seldom used deadbolt this time. She looked at her arm, no blood, good. She stumbled back to bed too tired to do anything else, and finally fell asleep.

Morning brought with it immense relief as Hugs got up. She felt great! Better than yesterday, not that that was hard, in fact her cold seemed to be gone. She was brimming with happiness as she ate breakfast, then she saw some spots of red on the floor near her front door. She crouched down to check, blood... She had hoped last night had been a dream but when she tried to leave the house she found she had dead bolted the front door. Worried, she immediately set out for Take Care's clinic

OoOoO

"I don't believe it, Hugs, but you don't have a cold anymore," Take Care looked serious as she checked the notes again, "Did something happen last night?"

Hugs was hesitant to tell Take Care what happened last night but the doctor bear had a way of compelling the truth out of her patients, like a stern older sister. "Someone broken into my house last night and bit me. I hit them with a Care Bear Stare and they ran away."

"Where did it bite you?" Take Care asked. Hugs held out her right arm and Take Care took it, "It doesn't look like you were bitten, it must not have broken the skin."

"So can I go out tonight?" Hugs grinned.

Take Care shook her head, "No, this sort of miraculous recovery is concerning and for all I know you could relapse if you go out. That and everyone left earlier this morning because some early pranks got pulled last night."

"Aww..." Hugs groaned.

Once Take Care dismissed Hugs, she heard her heartphone ringing. Heartphones were smartphones created for the Care Bear Family by Bright Heart Raccoon each color coded to whom they belonged and with their tummy symbol emblazoned on the back.

"Hello?"

"Take Care, it's Loyal Heart. Have you see Lotsa today?" Loyal sounded worried.

"No, what happened?" Take Care asked.

"Nothing yet, but I stopped by his house and he wasn't there, hold on..." Take Care heard Loyal Heart sniffing, "I think I smell him. I'll call you back if I find him."

"OK, just be careful." Take Care heard the phone hang up then did the same. She was a bit worried but that was a holdover from when she was younger and helping Noble Heart raise the cousins as cubs. She knew she could depend on Loyal Heart to find Lotsa or call in if something went wrong.

OoOoO

Loyal Heart was down on all fours, sniffing as he followed Lotsa's scent. Loyal Heart had resisted his animal instincts while growing up but had learned that they were a part of him, granted he still was embarrassed the few times someone saw him doing this. He pushed the thoughts out of his mind as he stood up, Lotsa's scent was much clearer now. He jogged down the path through the trees, stopped then turned as the strongest scent was coming from nearby, mixed with something... different.

Loyal Heart's hackles raised as he stepped into the trees. "Lotsa?" he called out. The scent was getting stronger now. Loyal's ears perked up but everything was quiet, not even the birds made any noise.

The scent was strongest when Loyal Heart almost tripped over a large grey rock. Loyal re-oriented himself and turned on instinct to look at the rock. "LOTSA HEART!"

The elephant lay there, his eyes and mouth hanging open, his trunk lying along the ground and his skin and eyes having changed to a dull grey. The only splash of color was from a few red spots on his neck.

Loyal Heart stared at his friend in horror for a moment before rational thought reasserted itself and he pulled out his phone. "Take Care! I found Lotsa but he's been turned grey, like Drab City and the cloud of uncaring!"

Take Care had to suppress her shock, if only to keep Loyal Heart from panicking, "Did you check his pulse?"

"No, just a moment," Loyal Heart leaned down and pressed his fingers into Lotsa's neck. "He still has one, but it's slow."

"Good," Take Care breathed a sigh of relief, "I'll be down there in a few minutes. Any sign of what did this to him?"

"No... wait..." Loyal Heart sniffed the air again and shuddered, "I smell something... it's..." He turned and saw to red glowing eyes attached to a small furry creature, "It's AAAAAAAAA!" Loyal Heart's scream made Take Care jump.

"Loyal! Loyal Heart! Answer me!" Take Care didn't hear the screaming anymore, only a scratching noise. She dropped into her office chair, trying to process what had happened. "OK, just stay calm," Take Care took a deep breath. She checked to make sure that Loyal Heart's GPS was still transmitting then reluctantly hung up and dialed Brave Heart.

"Brave Heart, we have an emergency. Call Swift Heart and tell her to meet us at Loyal Heart's location."

OoOoO

Swift Heart Rabbit was a blue female rabbit with a winged heart for a tummy symbol, and was proud of being the fastest member of the Care Bear Family, so naturally she arrived at the scene first.

"Oh my stars! What happened?!" Swift Heart's hands shot to her mouth as she stared at the two grey bodies that lay on the forest floor. Loyal Heart's entire body was grey and he wore the same blank expression that Lotsa did and the same bite marks on his neck. Swift Heart gulped as Brave Heart Lion (a tawny male lion with a heart wearing a crown for a tummy symbol) and Take Care Bear arrived, "Bite marks on the neck... is it a vampire!?"

"Maybe it's Doctor Fright," Brave Heart's face turned serious, "If he's doing this to our family I'll take him on myself!"

"First help me with these two," Take Care said. "Swift Heart can you hear anything?"

Swift Heart's ear's twitched as she listened, "Nothing, it's spooky," she shuddered and clutched herself.

Take Care did her best to give a reassuring smile, "Just help with these two and you can go home to relax. Swift Heart nodded then helped load her friends into Take Care's cloud ambulance.

OoOoO

Take Care wished she'd had a chance to study the effects of Drab City or the cloud of uncaring in detail, that would have at least given her some experience with what had happened to Loyal and Lotsa. The dog and elephant lay on exam tables in her clinic as she ran every test she could on them. She was nearing her wits end when she heard the door chime for her waiting room go off. Sighing she started up an automated blood test that would take some time and left to see who it was.

Oopsy Bear stood in the waiting room, hands folded in front of his tummy. "Hi, Take Care. Bad time?"

Take Care didn't like to mince words, "Yes, it is. Is this something serious, Oopsy?" She had to bite her tongue to stop herself from speaking any further, needless to say his 'oopsies' tended to generate a lot of smaller injuries on himself daily.

"Maybe, I mean it might be. I didn't hurt myself..." Oopsy trailed off.

"Are you sick then?" Take Care was becoming agitated, "I have something serious I have to look after right now."

"No... I..." Oopsy gulped when he saw Take Care was getting mad, "I'll come back later." He turned and almost ran out of the door.

Take Care sighed, she didn't want to be hard on him but she had more important things to worry about. She went back to check Lotsa and Loyal Heart's test results. "Still alive, but they're fading. Even on IVs they might not last the night." Worry flooded her thoughts but that only hardened her resolve, "I'll find a cure for this, in the meantime," she pulled her heartphone out of her tummy symbol, "I need to tell everyone what's going on," she sent out a text to every Care Bear Cousin to meet at her clinic.

Outside the clinic's front door, Oopsy stared down at his tummy and the full moon he had drawn on it last night. He tried once again to wipe it away with his paw like he always did but the moon didn't even smudge. "Come off, please," he said, "This can't be my tummy symbol."

He heard the sound of cloud cars approaching and panicked before he ran back to Care-a-Lot.

OoOoO

It didn't take long for the rest of the Care Bear Cousins to assemble at Take Care's clinic. In addition to Brave Heart Lion and Swift Heart Rabbit there was: Proud Heart Cat, a female orange cat with red heart inside an orange star for a tummy symbol; Bright Heart Raccoon, a male light and dark purple raccoon with a heart shaped light bulb for a tummy symbol; Gentle Heart Lamb, a female light-green lamb with a pink heart shaped pillow for a tummy symbol; Cozy Heart Penguin, a female purple penguin with a heart wearing a toque for a tummy symbol; Playful Heart Monkey, a male yellow monkey whose tummy symbol was a red heart shaped balloon surrounded by a party hat and confetti; Treat Heart Pig, a female yellow pig with an ice cream cone that had a red heart shapes scoop of ice cream on the top; and last but not least was Noble Heart Horse, a purple horse with a blue and green striped mane and tail whose symbol was a small yellow star inside a rainbow colored heart. Noble Heart was the founder of the Care Bear Cousins and had been a father to all of them.

Everyone listened as Take Care described what she had found, "They've been drained of their feelings, left essentially catatonic. I'm working on a cure right now but I need to find something fast before they fade."

"I bet anything that No-Heart's behind this," Brave Heart snapped his fingers, "I'm gonna charge in there and make him stop."

"You're probably right," Noble Heart said, "But don't go alone."

"I'll go with him," Playful volunteered.

"Me too," Swift Heart's hand shot up.

"As for the rest of us, stay in groups and keep close," Take Care said, "Whatever did that to them is still out there. Bright Heart can you help me? I need a second mind to help with this."

"Of course. You can count on me big sis." Bright Heart took her hand. Take Care gave the raccoon a concerned stare. The cousins only called her 'big sis' when they were feeling nervous.

"Everyone else pick a partner and stay with them until we find out what happened," Noble Heart said.

"I'll stay here, with Take Care and Bright Heart," Gentle Heart turned to Take Care, "If that's alright."

Take Care touched Gentle Heart on the shoulder, "Of course." She smiled, "Don't worry, I'll get this fixed."

"I'm sssstaying with Noble Heart," Cozy whistled

"Guess that means I'm with you," Treat Heart took Proud Heart's hand.

The cat's tail was frizzed out, "Yeah, don't worry. Let's go home." She and Treat Heart headed out.

"I'll call Oopsy and Hugs and tell them to stay inside and lock the door," Gentle Heart pulled out her heartphone.

Oopsy was trying to wash his tummy symbol off with shampoo when he heard his phone ring from the bathroom table. He couldn't store things in his old fake symbols and he didn't want to try with this one. He didn't even bother rinsing off as he answered, "Hello?"

"Oopsy, it's Gentle Heart. There's something dangerous in the Kingdom of Caring. I just called Hugs and she said she's going to your house. Once she gets there lock the doors and stay inside until we call you, OK."

Oopsy jumped, "What?! But she can't!" he stammered.

"She's closer to your house than hers, just stay indoors and if something tries to force itself in, call us."

Oopsy wanted to protest when he heard a knock on his front door.

"Oopsy? Are you here?" Hugs called.

"Yes, I'll be down in a minute." He heard Gentle Heart hang up and sighed. He stopped by his bedroom to grab a solid green t-shirt before he went downstairs. He wasn't any less nervous when he opened the door and saw Hugs standing there.

"Hey Oopsy, why are you wearing a shirt?" Hugs stepped in.

"Well... I was just feeling a little cold." He shuddered only now noticing that his wet belly fur had all but soaked the front of his shirt. "Oopsy," he muttered.

"You're not gonna get any better if you're wet," Hugs smirked.

"Alright," Oopsy turned around before he noticed his tummy glowing and the full moon symbol appearing on the front of his t-shirt. "Oh no!" He jumped and bolted for his bedroom.

"Oopsy? What's wrong?" Hugs took off after him as she heard his bedroom door slam.

Oopsy threw the t-shirt in his laundry hamper, actually landing directly in. He stopped and stared at his perfect shot, in fact he hadn't stumbled or tripped even once today. He jumped when he heard Hugs knock on her door, his tail tingling at the same time.

"Oopsy, are you alright?"

"I'm... I don't know..." Oopsy said.

"Can I come in?"

Oopsy blushed, "I'll come out, just a sec." Oopsy opened the door, but kept his hands in front of his tummy.

Hugs put her hands on her hips, something she had picked up from Love-a-Lot Bear, "Oopsy what are you hiding?!!!! Oopsy! Your tail!"

"What!?" Oopsy turned his head and almost fell over, his normally stubby tail had grown into a long furry tail. "Oh no!" He hastily tried to grab and push his tail back in.

Hugs caught sight of Oopsy's tummy as he tried to push the tail back, "Oopsy, is that your tummy symbol?"

Oopsy gulped as he realized he'd uncovered his symbol, "Yeah, it won't come off."

"So you found your tummy symbol at least, congratulations!" Hugs forgot for a moment why she had freaked out and gave Oopsy a hug. Oopsy forgot for a moment that he was panicking and blushed.

OoOoO

Brave Heart landed his cloud car right in front of the doors to No-Heart's castle. "Alright team: we go in, find out what No-Heart's up to and stop him. Ready?" he climbed out.

"Ready and raring to go!" Swift Heart hopped out of the car and began to jog in place.

"Always ready," Playful jumped up and turned a summersault in the air before landing next to the two.

"Alright! Let's go!" They marched up to the front doors of the castle and pushed them open. Despite his bravado, Brave Heart was no fool and the three of them snuck through the castle making a little noise as possible. But as they walked, Playful was the first to notice something was wrong.

"Where are all the shadows?"

Swift Heart and Brave Heart stopped and looked around. "You're right," Swift Heart's ears twitched, "Not a moan or a flicker anywhere."

"I'm sure they're just hiding, waiting for us to get far in," Playful said.

"I don't like it," Brave Heart folded his arms.

Swift Heart and Playful both turned to their leader, who had a serious and rather dour look on his face. "Brave Heart?" Swift Heart saw his serious face.

"No-Heart isn't subtle, he's as boisterous as I am and he wouldn't leave the place unguarded." Brave Heart unfolded his armed, "Let's keep going but keep your eyes and ears open."

Playful Heart gulped, "If Brave Heart's being careful..."

"Yeah, I know," Swift Heart said as they fell in step behind Brave Heart.

The walk was eerily quiet, too quiet for any of their liking. By the time they got to No-Heart's throne room all three of them were on edge. No-Heart's throne room was empty and the massive wooden throne had toppled, smashed in half top from bottom with a trail of debris leading to the wizard's laboratory.

"Did a tornado come through here? I mean besides No-Heart?" Playful Heart couldn't resist a giggle.

"It must have come from there," Swift Heart pointed into No-Heart's magic lab, then revved up her feet and darted into the room.

"WAAAAAAA!" Swift Heart's sudden scream of terror made Brave Heart and Playful run after her.

"CHAAAAAARGE!" Brave Heart shouted, hand raised as he led Playful towards the open door. They skidded to a stop when the saw Swift Heart sitting on the ground, and staring in fear at No-Heart who lay on the ground, completely motionless.

"What happened here?" Playful Heart edged closer and prodded No-Heart with his tail. No response.

"I don't know, but I thought he was going to get up as soon as I came in," Swift Heart carefully got to her feet.

"Let's just see," Brave Heart gulped an walked over to the purple robed figure lying on the ground. He gripped the edges of No-Heart's hood, paused for a moment, then pulled it off.

The three of them gasped at what they saw. "Grey skin," Playful found one of No-Heart's hands, which was grey instead of its normal green.

"And bite marks on his neck," Brave Heart leaned closer then shrank back and looked around the room.

"Is it a vampire, an emotion vampire?" Swift Heart shuddered as the thought occurred to her.

"But No-Heart doesn't have any emotions," Playful Heart backed away from the catatonic No-Heart.

"Hatred." Swift Heart and Playful Heart turned to Brave Heart, "He hated us, I think that was the only emotion he was capable of." He shook his head, "That's not important now, we need to get back to Care-a-Lot."

"But what about what he did?" Playful searched around for anything he could read.

"Even if he did this, what can we learn here?" Brave Heart looked around, "Wait..." he saw a small pile of grey dust on a table nearby. Curiously, he approached it and reached out to touch it, recoiling when he saw his fingertips start to turn grey.

"Yow!" he jumped back, looking at his fingers returning to their tawny color, "Uncaring crystals."

"We should take them with us," Playful Heart approached the table and started to reach out for the crystals.

"No," Brave Heart grabbed the monkey's tail and held him back, "I don't want to know what will happen if we bring those back to the Kingdom of Caring, but at least this gives us some idea."

"It's scary seeing you act rational," Swift Heart.

Brave Heart sighed, "This is a serious situation, of course I'm being rational. I've learned from my mistakes." Brave Heart pulled his heartphone out of his tummy symbol and dialed Take Care's number. The phone rang a few times before Take Care answered.

"Brave Heart?"

"Yeah, it's me. No-Heart's been attacked too, same thing that happened to Lotsa and Loyal, and there's uncaring crystals here." Brave Heart sounded grim,

"What?! But then...It's fitting if he caused his own fall but thank you, that should help me figure out a cure." Take Care said.

"Good, we're on our way back," Brave Heart hung up, "Let's go."

"Should we do something for him?" Swift Heart looked back at No-Heart. Despite being their enemy, the Care Bears couldn't help but feel sorry for No-Heart."

"Nothing we can do for him," Brave Heart said, "We have to worry about just what he unleashed on our home. Let's go," he led Playful and Swift Heart back towards the entrance.

OoOoO

Take Care hung up and looked over at Bright Heart, who was working with her in the exam room on Loyal Heart and Lotsa Heart. "They found uncaring crystals in No-Heart's lab."

"That makes sense." Bright Heart looked up from a microscope where he was looking at a sample of Lotsa Heart's blood. "All I can find is that they've been drained of feelings. If uncaring crystals are involved, then we need to go to the mines to get some caring crystals."

Bright Heart was about to leave when Take Care put a hand on his shoulder, "It's getting late, and I need you to help me here. I'll call Noble Heart and ask him and Cozy to go to the mines before it gets dark." Take Care dialed Noble Heart's number.

"Alright, big sis, I'll go see how Gentle Heart's holding up," Bright Heart headed into the living room.

Gentle Heart had relocated to the living room and tried to watch TV while Take Care and Bright Heart worked on a cure. She felt so useless just sitting around and waiting for something to happen. She almost jumped when Bright Heart came in.

"Hey, are you alright?" Bright Hear took a seat next to her on the couch.

"As much as I can be," Gentle Heart fidgeted, "I just wish I could do something to help."

"You being safe is all the help I need," Bright Heart gave her a soft kiss on the lips, "Just stay close and stay calm and we'll get through this."

"Thank you, Bright Heart," Gentle Heart smiled and gave him a kiss back.

OoOoO

Proud Heart and Treat Heart had almost reached the pig's house when Proud Heart stopped and sniffed the air.

"Something wrong?" Treat Heart asked.

"I smell something nearby." Her ear twitched.

"I thought that was Loyal Heart's thing, wait," Treat Heart sniffed, "I smell it too. This way!" Treat Heart headed into the trees.

"Don't split up!" Proud Heart followed after the pig.

It wasn't long before Treat Heart stopped, "Oh no, this isn't good."

"What... Oh my stars!" Proud Heart's hands flew up to cover her mouth. Among the trees there was a crash-landed helicycle, and on the main bike lay Shrieky, No-Heart's short-tempered and loud niece. Her skin and normally purple and green hair also drained to gray. And in the passenger car there was a shattered cage, looking like something had burst out from inside it.

Proud Heart edged backwards, "We need to go." She grabbed Treat Heart's hand as they heard a growl from the trees nearby and she took off. They heard the thing behind them seemingly going after the downed Shrieky but they kept running, until Treat Heart tripped.

The pig stumbled and was pulled forwards by Proud Heart, who was still running strong, and fell to the ground. Proud Heart turned around as she felt her hand come loose and was about to run back to Treat Heart when the pig shouted, "RUN!" As something grabbed her and began to climb over her.

Proud Heart didn't wait to see what it was but turned and ran. Treat Heart felt the thing's scraggly fur scrape across her back then a sharp pain as it bit on her neck. She gasped in pain then watched in horror as her yellow skin began to turn grey, spreading out from her neck and up her arms, then overwhelming her brain as she slumped to the ground, senseless to the world around her. Her attacker cackled then slunk off to search for more victims.

Proud Heart didn't slow down for an instant, her breathe was ragged and her lungs were burning, her legs screamed at her to stop as she felt a stitch in her side but she didn't stop even as the sun was setting until she crashed into the door of Take Care's clinic. Proud Heart was dazed and crying as Gentle Heart opened up the door for her.

"Proud Heart? What happened?" Gentle Heart helped her inside and locked the door behind them.

"I saw the thing! It got Treat Heart!" Proud Heart sniffed as Gentle Heart guided her to the couch.

Gentle Heart rubbed her back, though she was scared out of her mind she did her best to reassure Proud Heart, "Don't worry. Bright Heart and Take Care think they have a cure, they just need to wait for Noble Heart and Cozy Heart."

Proud Heart sniffed, "I hope so... I can't believe I left her out there..."

"If you didn't run it would have gotten you too, don't worry we'll save her." Gentle Heart reassured her.

OoOoO

Oopsy and Hugs sat at his kitchen table drinking tea. It was some that Hugs had given him for his last birthday and he had to admit, it was calming him. Oopsy's tail still hadn't returned to normal and he didn't feel like eating.

"So what made you decide to draw a full moon?" Hugs asked.

Oopsy was nervous, "Well... it was this book..." His heart was racing when he felt his mouth go all tingly. "Excuse me, bathroom!" He got up and bolted from the room. Hugs watched, open mouthed, as he managed to sprint up the stairs without so much as stumbling. She waited a moment before she got up and followed him.

Oopsy stood in his bathroom and opened his mouth, seeing that his canines had elongated and many of his teeth had become sharper as well. "Nonononono!" He shuddered, then immediately left his bathroom and headed for the art room, just before Hugs came up the stairs and saw the door slam.

Oopsy grabbed the book and threw it to the ground where I fell open to allow a bald yellow female face to emerge from the pages. "What did you do to me!?" Oopsy growled, then covered his mouth at the very animalistic noise that issued from his throat.

The spirit from the book gave an sinister smile, "I did what you asked, helped you find your tummy symbol, it wouldn't have worked if you weren't meant to have it. Last night was just a prelude, a taste of what is to come when it truly settles in."

"Oopsy! Where did you get that!?" Hugs had appeared at the door and was pointing at the spirit.

Oopsy yelped and whirled around, "I took it from Take Care's library by mistake!" he said. His ears began to tingle and his hands shot up to cover them before he bolted from the room.

Hugs watched him go for a moment then turned on the book, "What did you do to him!?" She demanded as she marched over to the book and picked it up.

"I just helped him realize his potential, and no I didn't lie about it. That symbol wouldn't have stuck or had that effect if he wasn't meant to have it. I was drawn to him," she looked at Hugs' arm, "And as for you..." She didn't get any farther as Hugs slammed the book shut and threw it on the floor then ran out the door.

The Spirit Book laughed, "Just you wait and see. It's a full moon tonight."

OoOoO

Brave Heart landed the cloud car at the communal garage right as the sun was going down and he, Playful and Swift Heart climbed out. "We're going to Take Care's. Follow me and stay close," Brave Heart was still on edge as they began their walk. Swift Heart couldn't keep herself from shaking as she followed Brave Heart.

They heard a hiss and a cackle nearby and whirled around, "This isn't the time for jokes, Playful," Swift Heart's voice was shaky.

"It's wasn't me, but I think I know that laugh," Playful searched around as the light faded.

Something lurked closer as the darkness closed in. Brave Heart had the sense to conjure a lantern from his tummy symbol and hold it up as something came closer.

"Shakakakakakaka."

Normally the goofy cackling would have made them relax or even feel annoyed, but it was deeper than they remembered and it sent chills down their spine. Playful Heart created a flashlight from his tummy symbol and pointed it towards the sound. A hiss issued forth from the beam of light as the creature covered up its face.

Playful Heart's jaw dropped, "B-Beastly?"

The creature did look like Beastly: scraggly fur, pig nose and stubby tail, but he had grown a fair bit and was now green, his arms were more muscular and ended in sinister claws, his eyes were blood red and he opened his mouth to show off razor sharp teeth. He snarled and leapt at Playful Heart, catching him off guard and knocking him to the ground.

"HELP!" Playful shouted. Brave Heart and Swift Heart immediately leapt on Beastly and tried to pull him off, but Beastly swung his arm back and knocked them both to the ground.

"NO! STOP!" Playful tried to push him off as Beastly leaned down and bit Playful on the neck.

"Playful!" Brave Heart jumped to his feet. "Care Cousin Call!" he didn't bother with the countdown and fired off the wavy blue musical energy wave. Beastly didn't even flinch but kept his teeth latched onto Playful as the monkey's color began to drain away.

"He's been doing this?" Swift Heart managed to get to her feet and was about to join in when Beastly dropped Playful and turned on the two, then the both noticed the stare wasn't slowing Beastly down, it seemed to be being sucked into his body.

"He's absorbing it," Brave Heart stopped his call. "Swift Heart, run to Take Care now, I'll hold him here. Don't argue," he shot back before Swift Heart could protest.

Swift Heart knew she was the fastest, and now was no time to let her ego take over. She turned and ran even as Brave Heart tried, and failed, to wrestle Beastly down. Swift Heart didn't look back but she couldn't avoid hearing Brave Heart's cry of pain.

OoOoO

Noble Heart opened Take Care's door with Cozy waddling behind him, right as night fell, both carrying large sacks full of caring crystals. "We're here, Take Care," Noble Heart said as he headed for the exam room.

"Good, just in time." Take Care emerged from the exam room and took the sack, checking the contents.

"Don't trust me?" Noble Heart couldn't resist a chuckle.

"Force of habit, I'm on edge," Take Care said. "Bright Heart and I have developed a serum that we think can reverse the effects. I just needed some caring crystals."

"We trussst you, jussst help them pleassse," Cozy handed over her sack to Take Care.

As Take Care vanished into the exam room, the front door burst open ad a visibly terrified Swift Heart entered the clinic.

"IT'S BEASTLY!" She blurted out as she fell to her knees. Gentle Heart closed the door as Noble Heart helped Swift Heart to stand.

"Beastly?" Noble Heart said.

Swift Heart nodded, "He looked like a real monster. He bit Playful on the neck and his color drained away!" She started crying. "The call d-didn't work, he just s-sucked it up."

"It didn't?" Noble Heart's was shocked but helped Swift Heart to the couch as Cozy Heart locked the front door. Swift Heart shook her head.

Take Care and Bright Heart ignored the commotion outside in the living room as they took a blood sample from Loyal Heart. Though still red they could just feel that it was barely 'alive' somehow. Bright Heart set the test tube on the lab counter where Take Care had just finished adding powdered caring crystals to their serum.

"Here goes," Take Care used a syringe to draw out some of the serum and carefully dripped it into the test tube. Bright Heart careful put it in the machine they'd used to test the blood before and watched the display.

Bright Heart smiled as he watched the readings on the display climb, "It's working. Now we just need to give it to the rest of them and find this monster."

"Maybe not right away." Take Care said, going to the computer, "Mix the full doses now I need to write instructions."

"Just in case we're incapacitated and someone else needs to cure us," Bright Heart's face became grim, "What if no one comes home till tomorrow?"

Take Care didn't reply as she typed the instructions, until she hit print, "We'll just have to hope we survive long enough to be cured."

Bright Heart gulped but continued to prepare the serum.

Back in the living room, Swift Heart had calmed down enough to sit still. Noble Heart as pacing, his mind racing, "He could be on his way here, we need to find a way to stop him."

"But what do we do if the call doesn't work?" Proud Heart asked.

"Much as I hate to resort to it, we may need to use physical force to knock him out," Noble Heart's jaw tightened, "Find something you can use as a weapon if it comes to that. A lamp, an umbrella, a heavy book, anything."

"A weapon?" Take Care had emerged just in time to hear Noble Heart's order.

"It's Beastly. If what you told me is true he's been made stronger by uncaring crystals." Noble Heart said.

"So why do we have to get violent?" Take Care asked.

"He just absorbed Brave Heart's call," Swift Heart said, "I saw it before I ran here!"

Take Care just stared at her, "Really?"

Swift Heart nodded, "He got Brave Heart and Playful."

"And he's either on his way here or Care-a-Lot," Take Care turned back to the exam room, "I hate to condone this but get ready to protect yourselves, I need to make sure he doesn't destroy my cure."

"There's a cure?" Gentle Heart brightened up.

"Yes, but I can't administer it yet, not until this crisis is over or we might run out if Beastly shows up and keeps draining us." Take Care paused in the doorway, "If worse comes to worse we may have to wait for the bears to get back to beat him, for now we just need to survive. I left instructions on how to administer the cure even for an untrained hand."

As Take Care left Proud Heart spoke up, "She knows we'll revive her first right?" A chorus of agreement echoed through the group as they got up to look for something to defend themselves.

Discussion was cut short as there was a banging and scratching on the door. Everyone froze but the noise didn't stop. Then Gentle Heart screamed as Beastly's savage face appeared at the window and began to bang on the glass. Everyone backed away as Take Care and Bright Heart emerged from the exam room and saw Beastly bashing at the window, which was starting to fracture.

"Big sister, what do we do?!" Gentle Heart turned to Take Care.

Before Take Care could answer the window shattered and Beastly began breaking the shards out of the window, not even caring as he cut himself as he forced his way through.

"SCATTER!" Swift Heart shouted and took off towards the front door. Everyone scattered except for Take Care who grabbed Gentle Heart, who was rooted to the spot with fright, and pulled her away from the window as Beastly finished tearing through. He was about to leap at the two when Swift Heart turned and tackled him, the force from her speed knocking him to the ground.

"RUN! AAAAAAAAA!" Beastly turned and bit her on the neck. Gentle Heart watched in horror as Take Care and Bright Heart managed to drag her away and Swift Heart's color drained away.

"Out the other door, we're trapped in here!" Take Care said. Gentle Heart's legs faintly stared to work and she started to run along with them and out the back door.

Cozy Heart couldn't get far fast enough, waddling towards the door before Beastly was finished with Swift Heart and pounced on her.

"Leave her alone!" Noble Heart grabbed an umbrella from by the front door and began striking Beastly over and over with the crook. It worked and Beastly let Cozy go and she scrambled away as the monster turned on Noble Heart. Beastly tried to bite at Noble Heart only for the horse to block him with the umbrella which Beastly bit into. Noble Heart wrestled Beastly back and forth but was forced back against the wall as Beastly grabbed at his arms to try and force the implement away.

"Get off my daddy!" Proud Heart's voice had become shrill as she attacked Beastly from behind, actually extending her claws and trying to slash at him.

"Proud Heart! Run!" Noble Heart was silenced when Beastly pushed the umbrella up against his throat, dislodging his fangs from the item.

"NO!" Proud Heart tried to pull Beastly off but couldn't stop him from biting Noble Heart on the neck. Noble Heart let out a gasp as his color drained away.

"STOP IT!" Proud Heart managed to scratch into Beastly's back, but it was too late. Noble Heart's eyes were vacant as his grey body slid to the ground. Beastly turned to Proud Heart, blood still staining his fangs. Proud Heart was in tears, but didn't back down as she slashed at Beastly's face, making several marks but doing no real damage as he grabbed her. She struggled but couldn't stop him from biting her on the neck.

Cozy Heart waddled as fast as she could out the front door but even with the lead she was given Beastly caught up to her once he was done with Proud Heart and knocked her to the ground. Cozy Heart only had time for a strangled scream as Beastly bit her and drained her feeling away.

OoOoO

Oopsy was pacing around the kitchen, hands over his ears when Hugs re-entered. "Oopsy, where did you find that book?"

Oopsy turned to face Hugs, keeping his hands over his ears, "I don't know, I brought it back from Take Care's library by mistake. She said she could help me find my tummy symbol. What is that book?"

"It's an evil spirit that tried to destroy is, it was before you joined the Care Bear Family," Hugs took his arms, "It almost destroyed the Kingdom of Caring. It's a long story." Hugs shook her head, "What did it make you do?"

"It said it saw great potential in me an told me I had to draw the full moon in the just the right way to bring it out," Oopsy brought his hands down and touched the full moon on his tummy, "I spent a couple hours trying to get it just right then... everything went hazy and..." his look of confusion turned to one of horror as he looked at Hugs, "Oh no! I ran to you and, I'm sorry I didn't mean to attack you I just..."

Hugs' eyes were misty but she shook her head, "No, it's alright you were confused and... Your ears!" She had looked and saw that Oopsy's ears were no longer round bear's ears, but larger triangular ears atop his head.

"No, nononono!" Oopsy backed away from her as he started to panic, not helped by the strange noises he could hear as his muzzle elongated slightly. Hugs watched, wanting to approach but too afraid to do so.

Oopsy froze, hands to his face, as he finally heard what had been muffled by his hands. He pulled his hands away from his nose and sniffed, his eyes widened. "They're in danger."

"What?" Hugs didn't have any more chance before Oopsy ran to his front door, unlocked it and forced his way outside. Hugs followed but froze in the doorway and watched.

Oopsy stood under the light of the full moon then dropped to all fours. He issued forth a growl as his muzzle grew even farther forwards and he drew back his lips and his teeth all became sharp and pointed, his torso elongated, his pudgy belly shrinking down as his fingers and toes spread, growing longer claws as his now four legs became digitigrade. He arched his back then raised his head and let out a piercing howl.

"AROOOOOOO!"

Hugs stared in horror because where Oopsy once stood there was now a full grown feral wolf, his fur color was the same and she could even make out the full moon on where his belly would be.

"Oopsy?" She whispered.

The Oopsy wolf turned to face her, his eyes were the same color and they stared at each other for a moment, before Oopsy turned and took off towards Take Care's clinic.

"Wait!" Hugs ran after him but slowed to a stop when she lost sight of him.

OoOoO

Bright Heart, Take Care and Gentle Heart tried to flee into the forest of feelings when they heard the front door open. Bright Heart turned to see Cozy being taken down but they kept running. But Beastly was too fast for them and ran around in front of them, cutting them off. Beastly growled and slowly advanced towards the three.

Take Care stood in front of Bright and Gentle, "I won't let you hurt them."

Beastly cackled, "Shakakakakaka!" Then leapt at her. Take Care dodged back, causing Beastly to land on his face. Bright Heart grabbed Gentle Heart right as Beastly jumped up and attacked Take Care.

Take Care pushed Beastly's face back as he went for the bear's neck, missing and snapping at her. She felt her arm give for a moment then Beastly forced his way in and bit her on the neck. Take Care gasped as she felt her mind go blank then slumped to the clouds as her color drained away. Beastly turned his attention to the fleeing couple and took off after them.

Gentle Heart felt her lung burning as she tried to keep running, Bright Heart pulling her along. Bright Heart looked back to see Beastly gaining on them and dropped back, Gentle Heart didn't notice until she heard Bright Heart's cry of pain. She turned and saw his color being drained away as Beastly bit into his neck and his purple fur drained to grey.

Gentle Heart covered her mouth and backed away until she bumped into the wall of Take Care's clinic. Beastly licked the blood from his teeth and slowly advanced on her.

There was a sudden growl from nearby and a green wolf leapt out of the darkness, tackling Beastly to the ground, Gentle Heart slumped to the ground and watched wide-eyed as the green wolf and Beastly separated then began circling each other before the wolf lunged again, snapping its jaws at Beastly.

OoOoO

Hugs was still processing what had happened. Oopsy was a werewolf? No wait... Bright Heart had said that "were" was an old English word for "man" so he was a bearwolf? Even in the crazy world they lived in this seemed a bit too much, even and after hearing about vampire Dr. Fright (if he even was a real vampire). But it made sense, he turned into a wolf under the full moon. Did the spirit do that to him to make him try to kill them?

Wait! If Oopsy was a were...bearwolf and the thing that attacked her last night, and bit her... She grabbed at her arm where she had been bitten, would she become one too? It was a full moon! She found herself unable to resist looking up at the bright light that streamed down on her. The full moon filled her vision and she just stared for a moment, then she drew back her lips and growled.

Hugs felt the energy flow through her and her shoulders hunched up almost automatically. Her exposed teeth elongating into sharp canines as her muzzle pushed forwards and her fingers splayed out as they became uncoordinated paws as her fingers elongated into less flexible digitigrade paws. Her ears elongated into triangles as she dropped to all fours, her legs turning into longer digitigrade hind paws with the same claws, her torso elongated and her tail pushed out into a long wolf's tail. She felt a growl emanated from her throat as her tongue lolled out and she raised her snout towards the moon.

"AROOOOOOOOOO!" Her mind was overwhelmed with powerful adrenaline and instinct as her nose and ears were assaulted with smells and sounds she never could have conceived of. She heard the sounds of fighting and could smell Oopsy's trail. She gave a growl then took off towards where her instincts led her.

OoOoO

Gentle Heart wanted to look away but she couldn't, she could only fear for her life no matter who won as the green wold and Beastly rolled over each other. Despite the wolf's power it was being overwhelmed by Beastly's increased strength as he tried to bite the wolf. The green wolf tried to snap its jaws at Beastly but missed again and Beastly rolled to pin the wolf down as he went in for the neck.

There was another growl as a pink wolf lunged into Beastly and knocked him off the green wolf and onto the ground. The Green wolf was on its feet again and it lunged at Beastly as he tried to force the pink wolf to the ground, separating the three of them. Beastly got to his feet and watched as the two wolves circled him. The pink and green wolves seemed to be able to read each other and as soon as Beastly turned his attention from the green wolf, it pounced. Beastly turned back and it was his last mistake as the pink wolf leaped at him. Beastly was able to avoid the green wolf but the pink wolf got its jaws around his leg. Beastly gave a yowl of pain and the green wolf grabbed his arm.

There was a sickening crack as Beastly's leg snapped under the pink wolf's jaws, then another wrenching noise as his arm was twisted around and a bloody RRRRRIP when the green wolf twisted the arm all the way off.

Gentle Heart covered her ears and shut her eyes but couldn't shut out all the sickening ripping and crunching noises. She shivered as her imagination played out what she thought was happening and she curled up into a ball.

Finally, everything was still but Gentle Heart didn't move.

She felt hot breath on her face and opened one eye to see the eyes of the pink wolf and its nose right up against her. She let out a mournful bleat and waited for the end. Then the green wolf stepped forwards and nudged the pink wolf's face aside. Gentle Heart opened both eyes and saw the two seeming to communicate with each other, the green wolf pushing the pink one back. Gentle Heart hazarded a look behind them, and saw Beastly's severed arm for an instant before feeling her stomach turn.

The wolves seemed to sense her discomfort and the pink wolf moved to block her view. Gentle Heart watched the green wolf approach her, then it smiled.

Gentle Heart watched in amazement as the creature shrank, it's tail turning into a small stub, its ears became smaller and rounded, it reared up as it shrank down and its face pulled back into a bear's face.

"Oopsy?" Gentle Heart stared at the green bear with the full moon on his tummy.

"Hi, Gentle Heart, where is everyone?" he asked.

"They got bit and... Take Care said she had a cure," Gentle Heart stood up with the building for support, "I have to help them." She paused when she saw the pink wolf, "Who's that?"

"I don't know... wait..." Ooosy approached the pink wolf and crouched down, he saw the star emerging from the pink heart on the wolf's stomach, "Hugs?"

"Hugs?" Gentle Heart saw the Wolf's tail start to wag and it seemed to grin. "No, I need to save them now." She turned and headed into the clinic.

The blue serum was easy to find; Take Care had even helpfully labeled it "cure for the grey" on the side of the test tube tray, three of them in different spots around her lab. Gentle Heart found the instructions printed out and carefully used a syringe to extract some, tapping it until the air bubbles were removed. She was shaking as she took a deep breath and turned to the exit. She paused when she saw Lotsa and Loyal were still lying on the tables.

"No... I'm sorry Loya, Lotsa, but I need Take Care, I can't do this without her." She picked up the instructions and carefully carried the loaded needle out into the night.

Oopsy had retrieved a flashlight from Take Care's house and carefully led Gentle Heart towards where Take Care lay. He held it up so she could read and carefully guided the needle towards Take Care's arm. Gentle Heart gulped, then took a deep breath and carefully prepared the spot on her arm for injection. "I can do this, I can do this," her hand steadied and she carefully stuck the needle into a vein on Take Care's arm, then pressed the plunger.

The effect was almost immediate and Take Care's dur began to brighten up to red from the injection point and spread across her whole body. Once her fur was back to normal, Take Care coughed and she looked up at the two, squinting her eyes against the bright light. "Gentle? Oopsy? Is it over?"

"Yes..." Gentle Heart couldn't ignore the smell from Beastly's body nearby, "I need...need you to do the rest I just can't..."

Take Care sat up, "It's alright. I'll take care of everything." She patted the lamb's wooly hair then stood up, smiling at her accidental use of her own name.

"Thank you. I...I need to sit down." Gentle Heart let Oopsy help her to the house.

Take Care balked at the full sized pink wolf but when it didn't move to stop her she decided she had more important things to do and went to start the cycle of cure distribution.

OoOoO

Treat Heart Pig blinked as she felt her feelings coming back and the small prick of a syringe leaving her arm followed by a wipe down from a sterile pad.

"Take Care?" She turned to the red doctor bear, wearing a white lab coat.

"Good morning. You're the last one," Take Care said. "Everyone's sitting in the living room." She helped Treat Heart off the exam table then yawned.

"She's been up all night," Noble Heart patted Take Care's shoulder. "Up to bed, we can handle the rest now. No arguments, young lady," Noble Heart wagged a finger in front of Take Care's face.

Take Care sighed, "Fine, but wake me if anything else happened." She left the exam room into her home.

Noble Heart guided Treat Heart into the living room where the rest of the Care Bear Cousins, Oopsy and Hugs were seated or standing. Hugs and Oopsy had their heads down as Noble Heart sat across from them.

Once the sun had risen they had all seen the remains of Beastly, what little the could find strew across the ground and clouds. They had done their best to clean it up but very little was identifiable.

Noble Heart sighed, "I want to be mad at both of you, but I don't know how I can be. We should have told you about the Spirit Book, Oopsy, then maybe you wouldn't have trusted her." He looked over at where Lotsa held the book shut, his strength keeping it muzzled as they spoke.

Oopsy touched his tummy symbol but said nothing.

"Much as I hate to admit this, if the symbol stuck then it has to be yours, and I can't deny that neither of you did this on purpose or that you saved our lives from Beastly." He looked up, "Oopsy, why did you come here?"

"I heard and smelled you in trouble, I had to come and help," Oopsy shuffled his feet.

"Me too," Hugs added.

"It seems you two are still you. I won't punish either of you but I want you two to work on controlling this new part of yourselves if you can, and don't bit anyone else." Noble Heart stood up.

Everyone could see Oopsy and Hugs visibly relax as Noble Heart continued. "Just come to us if anything bad happens, alright?"

"YOU WERE SUPPOSED TO DESTROY THEM!" The spirit's voice screamed from Lotsa's arms.

"I guess you underestimated how much our family loves one another," Lotsa covered the book's mouth, "And that's the truth."

"It definitely is," Loyal Heart said, "What about No-Heart and Shrieky?"

"Take Care told me that her cure didn't work on Shrieky, she was drained just a little too long ago to be saved, Lotsa just barely made it." Noble Heart gave a sympathetic look to the elephant. "We're going to have to put Shrieky in psychiatric care, somehow."

"No-Heart was brought down by his own hubris," Bright Heart sighed. "I almost feel sorry for him."

There were murmurs of agreement before Noble Heart spoke again, "Alright then, let's get the cleanup done before the Bears return. I called True Heart and they ended up doing a full earth tour and should be back in a couple hours." He clapped his hands together and they headed out, Oopsy and Hugs heading back to Oopsy's house.

"So now what?" Hugs asked, "The full moon will last a couple more days."

"Well...did you enjoy it?" Oopsy asked.

"I felt so... alive." Hugs smiled, "I'd like to do it again, as long as I don't go berserk."

Oopsy chuckled, "I can help with that." He stopped and closed his eyes. Hugs turned to him and watched as Oopsy began to change, his ears pointing, his tail pushing out his fingers growing claws and his muzzle elongating and growing sharper teeth. He stopped, looking like a Care Bear Cousin wolf as he turned to her.

"Wow. How can you do that?" Hugs asked.

"Because this is part of me," Oopsy touched his full moon tummy symbol, "I'll show you how to do this eventually, just let me fix this oopsy." The green bear blushed.

Hugs blushed and nodded, "Ok, let's start tonight."

OoOoO

Take Care slept till late afternoon so she was unable to sleep that night and settled for cleaning up and preserving her cure just in case it was needed again. She went to her library to find something to read and to check on the soundproof safe Noble Heart had brought her from earth where they kept the Spirit Book locked up now.

Take Care had just chosen a book and was off the rolling ladder when she heard two piercing howls from outside. She nearly jumped then went to the window where she saw two silhouettes illuminated by the full moon on a small rise nearby: a large wolf and what looked like a Care Bear Cousin wolf.

"Good luck you two, just don't wake everyone else up," Take Care sighed, smiled then went down to her living room to read.