After the opening credits, viewers see Wish Cub out for a stroll. She sings herself a little song and then comes upon a bush, which it seems something or somebody is hiding behind. Wish Cub says that they can come out --- joking that she's a "Care Bear, not a scare bear." The hiding thing, which turns out to be a small little star, notices Wish Cub sit down and eat a sandwich.
Wish Cub offers him some, but it looks like the little star is still scared. So Wish Cub leaves a trail of crumbs for the star to follow. The star does so and reaches Wish Cub, who asks if he'd like some more. He does and ends up gobbling an entire sandwich. Wish Cub asks if the star would like to be friends and he agrees. Wish Cub calls him "Twinkers" and says that she wishes that they could be "together forever."
Twinkers flies high up into the sky and twirls about, then binds himself to Wish Cub's tummy. Wish Cub realizes that Twinkers is a wishing star. She tells him that she didn't mean "together" like that, just that she wanted them to always be friends. So Twinkers unbinds himself, but leaves behind Wish Cub's brand-new tummy symbol.
Back in the present-day Care-a-Lot, we see that this is a story that Wish Bear was telling to all of the other Care Bears. They're all quite touched by the story. Bedtime Bear says that he wishes for some popcorn, so Wish Bear says that she'll just wish for some.
It's suggested that maybe she shouldn't be wasting her wishes on things like popcorn, but she says that she's a trained professional. She makes her wish and Twinkers whirls and twirls and creates quite a stir --- popcorn everywhere! Wish Bear clarifies that she didn't mean enough popcorn for everyone in Care-a-Lot, just enough for everybody there.
The next morning, Wish Bear and Twinkers go through their morning routine and then head out to visit their friends. They find Share Bear, who is trying to gather rainbow sap to make rainbow syrup. It doesn't seem to be flowing well and Share Bear is worried she might not have enough sap to make all the syrup she wants. Wish Bear says that's not happening on her watch.
She wishes for Share Bear to have more than enough rainbow syrup and heads on her way, not knowing that Share Bear is now facing a flood of rainbow syrup. She goes to visit Grumpy Bear, who it turns out is having trouble also. He's created a bubble rocket, but it doesn't seem to have any zoom. So Wish Bear wishes for the rocket to have plenty of zoom.
Twinkers grants the wish and Wish Bear comments that it seems to take a lot out of him. She heads back on her way, not noticing that Grumpy Bear's rocket is now swerving out of control. Grumpy Bear ends up landing right in a pool of Share Bear's rainbow syrup.
Later on, the Care Bears are holding their Care-a-Lot Steering Committee Meeting. Champ Bear is heading the meeting. He taps his mallet to start things up, but instead of making a banging sound, it makes a squeak. Funshine Bear switches it out for the real mallet.
There's some old business in which it's announced that the preparations for the visit from Princess Gig from Joke-a-Lot are going well. Then, Tenderheart Bear has some very serious new business. It turns out that the Care-o-Meter that's used to measure caring in Care-a-Lot has moved away from the rainbow (mostly caring) side and towards the rain cloud (not so much) side. They're not at crisis point yet, but something needs to be done, so Good Luck suggests that they have a "Show How Much We Care" month.
Wish Bear says that she could just wish for there to be more caring, which causes an immediately backlash. They tell her that her wishes often seem to go wrong and suggest that working hard to make things better would really show how much they care.
As everyone heads on their way, Wish Bear is a little shocked. She didn't know that the Care Bears weren't liking her wishes. She sings a song, "I Wish," about how great her wishing power is and how she wishes there were others who like wishing as much as she does. This gives her an idea --- if there's nobody in Care-a-Lot who likes wishing as much as she does, then she'll wish for some new bears that do. So she does and Twinkers spins, whooshes and twirls, causing a huge flash of light that makes all the Care Bears come running.
They think something's wrong, but she explains that she just made a wish. Then, with a loud ruckus, a huge cloud camper comes barreling into a Care-a-Lot. Out pops a red bear with a megaphone tummy symbol who introduces himself as Too Loud Bear, saying that he's called that because some people think he's too loud. He introduces his friends, Me Bear and Messy Bear. "Care-a-Lot? What's in it for me? Me, me, me, me, me" asks Me Bear, while Messy Bear seems exciting by the opportunities for new food to eat. Too Loud Bear asks if Care-a-Lot is a nice place to live.
The Care Bears decide to welcome their new neighbours by building them a house. Wish Bear again thinks it would be a good idea to wish them a new one, but it's pointed out that it is Show How Much You Care month, so building it is. The Care Bears get to work, while Too Loud Bear shouts at them with his megaphone, Messy Bear eats some junk food and Me Bear admires her reflection in the window. Bedtime Bear manages to slip unnoticed into the new house to take a nap.
The next morning, Wish Bear decides to visit the new neighbours and bring them an apple pie. She sings her "If Wishes Were Fishes" song as she heads on her way. Over at the new neighbours' house, Me Bear has Messy Bear working hard --- painting portraits of her! "Oh, I can't wait to see me!" she says. As Wish Bear arrives, Too Loud Bear greets her as "Wish-a-Lot Bear" and calls Twinkers "Twinkles." "Whatever," he says when Wish Bear tries to correct him. She offers her apple pie, but Me Bear says that she can't eat apple --- acid reflux.
She says that it would be okay if it were a blueberry pie, so Wish Bear wishes for it to be one. Twinkers does his thing, but it ends up being a giant blueberry with a pie crust. The new neighbours are all impressed anyway and Too Loud Bear wants to know where she got a star like "Twitters." Wish Bear says that he's one-of-a-kind.
She starts to tell the story of how she got him, but Too Loud Bear cuts her off. The new neighbours send Wish Bear on her way and talk about Twinkers' power. They know that he belongs to Wish Bear, but suggest that they could borrow him.
Elsewhere, Tenderheart Bear notices that the Care-o-Meter has tipped even further to the rain cloud side.
The new neighbours decide to pay Wish Bear a visit. They mention the house that was built for them and Wish Bear asks if they like it. They say that they do, but it's a little small. They want it to be bigger, so they can have more room to "spread out." Wish Bear heads over and wishes for the house to be bigger. It becomes a momentous mansion, a palace, really. It's tall and wide with smokestacks on top.
The Care Bears have now called an emergency meeting of the Care-a-Lot Steering Committee due to the problem with the Care-o-Meter. Bedtime Bear suggests that lately there's been a lot wishes being made without too much caring about what happens with them. So Champ Bear suggests that they have a picnic and invite the new neighbours. They'll tell them all about why Care-a-Lot is the way it is.
The time comes for the picnic and all of the Care Bears are there, but the new neighbours aren't. Grumpy Bear asks if they can start without them and Good Luck Bear says that it would be bad luck if they did. They ask Wish Bear if she invited the new neighbours to the picnic. Wish Bear explains that she told them who, what, when, where and how.
They ask if she told them why they were having the picnic and Wish Bear sheepishly says that she should they should all do that together. Just then, the new neighbours come rumbling in on their cloud camper. They crash and make a big mess of the picnic, but eventually things are cleaned up. Now, Too Loud Bear raving about "Twittles" and all three of the new neighbours agree that they "love that star."
Wish Bear tells them that they wanted to tell them how they do things in Care-a-Lot. Too Loud Bear says that they already know. He launches into a song number, "Get a Lot." The new neighbours all sing about how they can wish all day and "get a lot in Care-a-Lot." The Care Bears try to explain that the reason why things are so nice in Care-a-Lot is because they share and work hard, but the new neighbours just aren't listening. They wrap up the song and power on out, leaving Funshine Bear absolutely shocked.
It starts to thunder and the flowers start wilting. Wish Bear says that it's all her fault. They try to console her, but she explains that she was the one who wished for them to come to Care-a-Lot. Funshine Bear says that maybe it is her fault. She decides to go to talk to them. Slam cut to the mansion, where Too Loud Bear, Me Bear and Messy Bear are laughing at Wish Bear.
She's trying to tell them that they've got to stop wishing, but they think she's just joking. Too Loud Bear suggests that she can't control Twinkers anymore and she should leave the wishing to them from now on. She gets annoyed, saying that she wishes it were as simple as saying that she wished for Twinkers to be theirs, but it isn't. Unfortunately, Twinkers, hearing "I wish," takes this as an actual wish.
Wish Bear's tummy symbol vanishes and reappears along-side Too Loud, Me and Messy Bears' existing tummy symbols. It seems that Twinkers is now theirs to control. Wish Bear is beside herself, but Too Loud Bear says that it isn't a problem --- they'll wish Twinkers back to her... .... around "4ish" tomorrow! Thing is, they have a lot of wishes they want to make first. "Better make it 5ish," they say.
Wish Bear is at home. Funshine Bear pays her a visit and finds her crying in a corner. He tells her that the Care-O-Meter has now moved from Mostly Caring to Not-Caring-Enough. He asks her what happened with the new neighbours and Wish Bear explains. Without Twinkers, she says she can't even bring herself to care about what's happening in Care-a-Lot anymore.
Funshine Bear puts in Groucho Marx glasses and, imitating Sigmund Freud, asks her to tell him about "caring." She says that she can't because she feels empty inside. He asks her to tell him about "empty inside." She says that she needs Twinkers. So Funshine Bear tells her to take action. He says not to wait until 5ish, go over and ask for Twinkers back now.
He says that the new neighbours may be different from them, but they're still nice. Wish Bear likes the idea of going over to get Twinkers back right away. She has just one more thing that she wants to get off her chest, though --- but Funshine Bear tells her that her time is up and leaves.
As Wish Bear heads over to the mansion, Care-a-Lot is wilting all around her. As she approaches, she can see large plumes of smoke blowing out of huge stacks and Too Loud Bear pulls up in front of her on a motorbike. Wish Bear tries to talk him, but he can't hear her over the noise of the bike. In fact, the racket is so loud that it's blowing the colour right out of Care-a-Lot!
It seems the situation is dire, so Wish Bear asks for Twinkers back, but Too Loud Bear doesn't have him. He thinks Me Bear might. So they head off to find Me Bear, who it turns out has created a huge shrine to herself. A chorus of adult female voices sings "Me, me, me, me, me, me, me, me" as we see that Me Bear as built herself a giant statue.
She announces that it's Me Bear World --- "Beautiful, isn't it? It's all me, all the time." She says that she manufactures all of her own trinkets and souvenirs. Wish Bear is not impressed and asks her if she cares about anything. She says that she cares about herself --- doesn't that count? As it happens, Me Bear doesn't have Twinkers either. Twinkers is with Messy Bear, who is in the kitchen, trying to create himself a "mud pie."
Wish Bear re-emphasizes the dramatic situation that's happening with Care-a-Lot, so the new neighbours head outside with her, where the Care Bears have gathered. But rather than wish Twinkers back to Wish Bear, Messy Bear wishes for everything to be gone. So it is --- really! The Care Bears and the new neighbours are now standing in total whiteness.
So Messy Bear tries again and says that he wants everything back the way it was, but with more colour. Twinkers tries again, but now the bears are glowing. Funshine Bear quips that it's actually a pretty good look for them. Next, the new neighbours wish for less colour and now everyone's no longer glowing, but one of them has gone grey.
Messy Bear wishes for everything to be like it used to be and ends up becoming a bear cub. Twinkers is now looking totally worn out, so the new neighbours finally agree to wish him back to Wish Bear. But it turns out that he's now totally used up, so the wish won't work!
Wish Bear is upset, but has an idea. She asks for Grumpy Bear's help --- she wants to use his rocket and travel up in the sky to Big Wish. Messy Bear asks to come along, since he really made a mess of things. So they all travel up into outer space.
Wish Bear asks if they can go any faster and Grumpy Bear gripes that he put in "high-octane bubbles." They finally reach Big Wish and Wish Bear explains the situation with Twinkers. Big Wish tells her that whether or not she can restore Twinkers depends on her. Wish Bear asks if Big Wish means "did I learn my lesson?" and she says that she did.
She knows now that while it's fun to wish, you have to work hard to make your dreams come true. So Big Wish restores Twinkers to full power and Wish Bear, Grumpy Bear and Messy Bear return to Care-a-Lot, where things are still rather a mess.
Wish Bear says that she's surprised to be saying it, but even though Twinkers has his power back, they can't just wish Care-a-Lot back to normal. She asks if Share Bear still has any of her rainbow syrup. It turns out Share Bear does, so the Care Bears hop on their various vehicles and work to restore Care-a-Lot as a song, "It Takes You and Me" plays.
The Care Bears and the new neighbours wrap up their work and then the new neighbours wish Twinkers back to Wish Bear. Champ Bear compliments Messy Bear on his nice wishing and Messy Bear says to call him Neat Bear --- he's going for a new image.
Too Loud Bear says that he knows they got off to the wrong start, but they really like Care-a-Lot and they'd like to continue living there. The Care Bears all agree and decide to celebrate with a road trip. As they head on their way, Too Loud Bear points out to Me Bear how happy Twinkers was when he went back to Wish Bear. Wish Bear notes to Twinkers that Too Loud Bear finally got his name right. "Whatever," says Twinkers, getting the last laugh.