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Growing Pains is the first part of episode two of Care Bears: Adventures in Care-A-Lot.


A large group of Care Bears are visiting Share's garden to admire her flowers. Cheer Bear laments that she doesn't have a garden like Share's, but Share replies that Cheer could easily have her own garden, although it would take a few weeks for it to grow. The next day, Share is surprised to see that her garden is free of visitors. Oopsy Bear shows up, but quickly says his catch phrase and dashes off. When Share ask where Oopsy Bear is running off to, Oopsy explains that he was suppose to go to Cheer's garden and that's where everyone is. Share is shocked to hear the news, and proclaims that she's the only one with a garden. Oopsy tells Share to come see Cheer's garden, and Share agrees while bitterly adding that it couldn't possibly he as nice as her own.

At Cheer's garden, Share is in awe over all the neat plants that Cheer has. Surprise Bear proclaims that not only is Cheer's garden a nice surprise, but it's even more beautiful than Share's. Share is upset by this, and returns to her garden.

Back at Share's garden, Share concludes that Cheer's garden is bigger, more colorful, and more fun. The flowers growing in Share's garden hear this, and look sad. Share decides to make her garden more special in order to attached back all her visitors. Unsure of how to proceed with this idea, she leaves to visit Grumpy.

In Grumpy's garage, Grumpy is sprayed by water shooting from a fountain. When Share shows up, Grumpy explains the new fountain is for Cheer's garden. Share accuses Grumpy of working against Share's garden, and Grumpy ask if Share is jealous. Share doesn't understand and Grumpy explains how it feels to be jealous. Share doesn't think she's jealous, so Grumpy offers to give Share some grow glitter, which will help her plants bloom. Grumpy hands over the grow glitter, but warns Share to only use one pinch of it.


Grumpy gives Share the grow glitter.

Share returns to her garden and begins using the grow glitter. She concludes that she cannot be jealous if she only wants to share her garden with her friends. She uses the glitter, making her flowers grow, but still believers that Cheer's garden is superior. Share then uses a second pinch of grow glitter, which makes her plants grow even taller.

From Cheer's garden, Share's flowers are now visible thanks to their new height. The Care Bears run excitedly back to Share's garden to check it out. Cheer Bear attempts to stop everyone from leaving, but only succeeds in stalling Funshine. In Share's garden, Share is happy that her fans have returned, and begins to brag about her garden being better than Cheer's.


Funshine uses his belly badge to help Cheer's garden grow.

In Cheer's now empty garden, her and Funshine work to make the plants grow. Funshine creates suns using his belly badge as Cheer waters her flowers. Funshine questions if creating more suns will help Cheer's plants grow, and Cheer confesses that she wants her garden to be better than Share's. Funshine questions this, saying that both gardens are nice, but Cheer says that Share is trying to out do her. Cheer questions how Share could of gotten her flowers to grow so large. Grumpy appears with the fountain he was working on earlier and places it in Cheer's garden while over hearing the conversation. Grumpy explains that Share used the grow glitter that Grumpy gave her, and Cheer becomes upset that Grumpy didn't give any to her. Grumpy points out that now Cheer is acting jealous, but Cheer denies it. Grumpy accepts this, and gives Cheer his last bag of grow glitter. Cheer uses the glitter right away, which causes the Care Bears to flock back to her garden. Share waste no time using more grow glitter, attracting back the group of bears. Cheer and Share then continue to use glow glitter to make their gardens bigger and bigger, causing the Care Bears to run back and forth. Their gardens are soon so big that they become visible from behind the bear's houses. The Care Bears eventually get tired of running and plop down right in the middle between Share and Cheer's gardens and watch as they continue to grow.


A giant Share and Cheer Bear argue about their gardens.

Funshine runs into Grumpy's garage where Grumpy is working on one of his inventions, and questions how the effects of grow glitter can be undone. Grumpy wonders why someone would want to undo the effects of grow glitter, but then notices Share and Cheer's garden and gasps. Grumpy and Funshine run to Cheer and Share's garden, but by now the plants have grown so large that their gardens are now mini jungles. Share can no longer use the grow glitter, as she can no longer reach the top of her plants, so instead she uses it on herself. This causes her to grow into a giant. Cheer sees Share as a giant and uses her own grow glitter to make herself grow. Now both giant, the two bears begin to argue. In between each retort, they apply more grow glitter, making themselves bigger and bigger.

Meanwhile, in Grizzle's lair, Grizzle has finished building his sticky plane. Grizzle claims that it can seal away the Care Bears and Care-a-Lot in "stickiness" for good. Feeling confident, Grizzle opens the doors to the runway, only to see giant Share and Cheer Bear arguing. Grizzle comments that he will "need a bigger sticky plane," and closes the runway door.


Grumpy's belly badge creates a cloud plane while Funshine's belly badge makes the propeller.

Down in Care-a-Lot, the Care Bears run in fear of being crushed by giant Share and Cheer. Funshine runs to Grumpy's garage, where Grumpy is finishing up work on an invention. Funshine ask if the invention will help fix their currently situation, but Grumpy says it will only work if Share and Cheer Bear listen. Grumpy creates a cloud plane using his belly badge, while Funshine makes a sun that's used as the propeller.

Cheer and Share continue to argue as Grumpy flies up in his plane and scolds Share and Cheer for using too much grow glitter. Share and Cheer try to lie about it, but then Share confesses that she was jealous of Cheer's garden. Cheer admits she then got jealous of Share's garden, and as they confess their feels they begin to shrink. They apologize to each other and hug, having now returned to their normal size. Realizing that they've messed up both of their gardens, they agree to start over and grow a new garden together. Oopsy Bear runs up at the end and questions if he's still in time to see the giant Care Bears. The episode ends with Oopsy saying his catch phrase.



  • When everyone runs from Cheer's garden, her bow is incorrectly colored. [1]
  • Surprise and Love-a-Lot are sometimes drawn with their background designs, where they loose their pony tails and accessories. [2] [3]
  • There are several scenes where Surprise's hair tie is incorrectly colored the same color as her fur. [4] [5]
  • During the scenes where the Care Bears are running back and forth between Share's and Cheer's gardens, Share is shown running with them despite being in her garden using the grow glitter at the time. [6]
  • When Surprise says “Let’s go find out!”, her mouth doesn’t sync up with what she’s saying.
  • While the bears are looking back and forth at the growing gardens, the star on Bedtime’s hat disappears for one frame.


  • Cheer shows interest in gardening in this episode, while in Care Bears: Welcome to Care-a-Lot, she's a horticulturalist.
  • This episode marks the first time Bedtime Bear gets a speaking role.
Care Bears: Adventures in Care-a-Lot
Season one
Episode 1a
A Little Help
Episode 1b
Tell-Tale Tummy
Episode 2a
Growing Pains
Episode 2b
King Grumpy
Episode 3a
Ice Creamed
Episode 3b
Episode 4a
Episode 4b
Episode 5a
Care-Ful Bear
Episode 5b
Case of the Grumpies
Episode 6a
Cheer, There and Everywhere
Episode 6b
Episode 7a
Belly Ball
Episode 7b
Episode 8a
Rainshine Meadows
Episode 8b
Oopsy the Hero
Episode 9a
All You Need Is...
Episode 9b
Episode 10a
Episode 10b
Share and Share Alike
Episode 11a
Dare Bears
Episode 11b
Battle of the Bands
Episode 12a
Episode 12b
Flower Power
Episode 13a
Two of a Kind
Episode 13b
Stand Up and Cheer
Season two
Episode 1a
Trueheart's Big Trip
Episode 1b
Bumbleberry Jammed
Episode 2a
Desperately Seeking Mr. Beaks
Episode 2b
Good Knight Bedtime
Episode 3a
Bumpity and Tweazle
Episode 3b
Here Comes McKenna
Episode 4a
Surprise Day
Episode 4b
Tempus Fugits
Episode 5a
Whose Friend is Who?
Episode 5b
Present and Accounted For
Episode 6a
Harmony: Unplugged
Episode 6b
King of the Gobblebugs
Episode 7a
Night Shift
Episode 7b
No Snow Day
Episode 8a
Belly Blanked
Episode 8b
All Give and No Take
Episode 9a
Luck O' the Oopsy
Episode 9b
Episode 10a
Tour De Farce
Episode 10b
Bad News
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Episode 11a
Forget It
Episode 11b
Episode 12
Episode 13
Emma's Dilemma
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Episode 14
Cheer Up
Episode 15
Down to Earth