In this movie, an orphanage caretaker named Mr. Cherrywood tells the story of how the Care Bears come to help two children who do not care for anyone (Kim and Jason). The Care Bears live in Care-a-lot, a cloud-filled place up in the sky. As the two of them become friends with the Bears, a carnival magician's helper, Nicholas, turns from good to bad, because of an evil spirit he got from an old book.