Grizzle has gone and done it; he created a robot who's kicked him out of his own lair! When he tells Big Brain that caring doesn't compute, she kicks him out for caring about taking over Care-a-Lot, and his mechanized suit gets left behind. The Care Bears stare him down and then make him a new suit covered in rainbows, hearts, stars and suns. Together, they teach Grizzle about caring and he even joins in a game of hide-and-seek. Yet when they send Wingnut as an envoy to ask Big Brain to allow him back, Big Brain rejects the offer. The Care Bears don't realize that while they're busy reforming Grizzle, Big Brain is still implementing the plan to take over Care-a-Lot and make it into an extension of Grizzle's lair, but the Care Bears stop Big Brain and Big Brain is destroyed.
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