Little Billy is just an average little boy; he plays sports, goes to school, and he loves watching his favorite television program, the Carebears. One night while little Billy is sleeping peacefully, evil bears called 'The Sinbears' take over his mind, transforming his peaceful dream into a crazy nightmare! In a desperate attempt to win back control of his mind, Billy manages to dream up three heroes based on his favorite cartoon characters: Glowheart, Soothie, and Charmly; they are charged with the daunting mission of defeating the evil Sinbears who threaten to control billy's mind and return the dream to normal before it's too late!