Champ Bear, Cheer Bear, and Bright Heart Raccoon are making Happy Apple Pies for Grumpy Bear's party at Grams Bear's house until they heard carnival music outside. So they went outside for a few minutes off to Mr. Fantastico's Festival. Beastly thought it was the best idea he ever had. But it was actually Shreeky's and No Heart's best idea. She introduced Beastly a potion that turns someone into a plush.