In the Forest of Feelings, Brave Heart Lion, Bright Heart Raccoon, Champ Bear, and Treat Heart Pig were starting to grow small cute trees when Brave Heart senses that someone needs help, so it is decided to send Treat Heart to take care of it.

Meanwhile at No Heart's castle when Beastly was trying to make his pet plant Spot grow, No Heart looks at a letter that tells him that his niece Shreeky would arrive to meet him.

Shreeky opens the door by screaming out loud causing him to turn into a crocodile.

Meanwhile in the country, a city girl named Ann gets scarce when a ladybug flies on her finger when Treat Heart arrives, Ann tells that she is staying with her grandparents for the summer but is scarce of the nature around her, So Treat Heart decides to take Ann on a trip.

When Beastly was done bringing all of Shreeky's bags into his room, Shreeky looks through her magic mirror and sees that the care bears and care bear cousins and planting trees, so she plans to turn the forest into a horrible woods.

Meanwhile when Treat Heart and Ann were having fun on a cloud boat through the stream, Shreeky and Beastly spot them and with her magic mirror, Shreeky turned the water into a rapid waves, then the sky into a storm, then a pile of sand into a mud slide in an attempt to ruin their fun, but unintentionally causes them to have more fun, much to her frustration.

After the ride Treat Heart invites Ann to join the care bears and cousins at the forest of feelings to grow trees. Meanwhile, Beastly looks through No Heart's potions (plans to use the Beauty Cream later) and finds a super growth solution, which makes Spot grow too big.

Shreeky finds the super grow solution and plans something nasty to do with it to mess with the care bears. Meanwhile in the forrest of feelings Ann had just finished helping the cousins and bears with the trees, Shreeky and Beastly appear and started making the trees grow big and haunted, Ann and Treat Heart get to No Heart's castle to find a cure for the super growth solution.