| NICHOLAS WILL NOT LET THE SPIRIT SPOIL IT FOR YOU This article contains plot details that may ruin the plot of the story for you.
Read at your own risk. You have been warned.
This movie starts when, atop the roof of an observatory at their cloud-filled home of Care-a-lot, the Care Bears hear Wish Bear's story of how she (as a baby) found her new friend, a wishing star named Twinkers. The Care Bears are touched by this tale, but are a bit worried when she uses Twinkers' inherent power to wish them all some popcorn. Cheer Bear raises concern that this may be a frivolous use of Twinkers' power. Wish Bear, however, assures everyone that she is a trained professional.
The next day, Wish Bear uses the wishing power to help her friends. She wishes for plenty of rainbow sap for Share Bear, and for Grumpy Bear's rocket to have "zoom", but the wishes backfire when the sap overflows and the rocket spins out of control.
A monthly meeting of Care-a-lot's steering committee (with Champ Bear presiding) reveals a problem with the Caring Meter. The machine, which measures how much caring there is in Care-a-lot, has moved towards the raincloud side. Wish Bear suggests using her wishes, but is rejected since not all of them work as intended; they didn't like their wishes ("I Wish"). Disappointed, she decides to wish for other bears who like wishing as much as she does. This causes three new bears to arrive in Care-a-lot: Me Bear, Messy Bear, and Too Loud Bear.
Everyone is pleased to welcome the new neighbours at first, but things soon get out of control. The new bears unwittingly make a huge mess of everything (especially when the huge mansion they asked for causes pollution). Then, after a confrontation with them at a picnic ("Get a Lot") Wish Bear accidentally wishes Twinkers away to the new bears; they soon abuse the star's power with an amusement park focusing on Me Bear, a mud pie for Messy Bear, and a huge noisy motorcycle for Too Loud Bear. Once the new bears finally realise their problem, they try to fix it with more wishes, but to no avail—Care-a-lot becomes a blank white space (wishing that all of this was gone), the bears begin to glow in color (wishing for everything to be back how it was, but with more color), Grumpy Bear turns black and white (wishing for less color), and Messy Bear turns into a baby (wishing for everything to be like it used to be). When they try to wish Twinkers back to Wish Bear, the star ultimately loses his power from exhaustion (because they had been pushing him much too hard). Wish Bear uses Grumpy Bear's rocket to bring him to the Big Wish, a grandmother star, in the sky. Big Wish restores his power, but not before Wish Bear assures her that she has learned her lesson, which is wishing is fun, but it is far more important to work hard to achieve your dreams.
Wish Bear tells them that wishes are not an effective solution any more, and everyone works together to make their home beautiful again ("It Takes You and Me"). At the end, Me Bear, Messy Bear, and Too Loud Bear, having seen the error of their ways, apologize and ask if they can still live in Care-a-lot. The rest of the bears agree and decide to go on a road trip.