When Care-a-Lot begins to experience mysterious "cloud quakes", the bears are at a lost as to what's going on. After some investigation, Love-a-Lot Bear is able to find the culprit: a large Cloud Worm who is gobbling up all the clouds around their home. Unable to convince him to leave, she re-groups with the rest of her friends and tries to get them all to talk to him together, but their pleas continue to fall on deaf ears. With the Care Bears in danger of literally being eaten out of house and home, they have no choice but to join together and defend their land, hitting the worm with a Care Bear Stare. Coming to his senses, the voracious visitor realizes the trouble he's caused, and agrees to find somewhere else to snack. The bears airlift him to another part of the sky in their Cloudmobiles, and say their goodbyes as he continues his duty in other place.