The Care Bears live in a land high in the clouds, where they have a lot of fun together. But they also do care for the children on Earth, who they watch through huge telescopes from the sky, and come to help whenever there is need. Nicholas, a magician's apprentice, is in danger of getting under the influence of a bad spirit, which resides in an ancient spell book. Two siblings named Kim and Jason don't trust anyone anymore after being disappointed once too often. The Care Bears take them into their land where they experience exciting and dangerous adventures together and quickly become good friends.