The Cherrywoods are a middle-aged couple who run an orphanage. Mr. Cherrywood tells the orphans a story about the Care Bears and Care-a-Lot, their home in the clouds. In the story, Friend Bear and Secret Bear travel looking for people to cheer up. They meet Kim and Jason, two lonely orphaned children, who lost their parents in a car accident. Friend Bear and Secret Bear introduce themselves and remind the children of their ambitions, but neither of them are interested.