Jack Frost was soaring contentedly over the south of England creating the country's first dusting of snow this year to herald the arrival of winter. He flew over office blocks and skyscrapers, and flats and houses, and when they saw him, children smiled at him. He'd never get over the novelty of simply being seen now; it was an amazing feeling, at times he even stopped and joined in the snowball fights for hours before moving on.

After a while he was clear of the mainland and out by the coast where he skimmed the rocks of the White Cliffs of Dover. He he flew sporadically through the air across the English Channel headed straight for Paris, which was long over due for a nice little snow storm, and he was just able to make out the beaches of France on the horizon when he first heard something unusual.

What he heard was a loud 'whoosh' a millisecond before something which resembled a blurred, black cloud rushed past him and the speed with which it did so created a strong gust of wind. It threw Jack off his course and he tumbled downwards through the air towards the sea, clutching his staff for fear of losing it. The loud roaring of the air rushing by him was almost deafening but he managed to control the descent and he turned his eyes up, searching for whatever it was which had made him fall.

"Whoa!" Jack gulped. It was three of Pitch's Nightmare horses, they looked almost rabid, and whereas as before they'd acted in graceful union, their movements now were clumsy and un coordinated. Two of them didn't even look back and they continued to fly away in different directions while one remained still and held Jack's gaze with a hateful golden glare. It hissed angrily and reared on its hind legs before bolting right at him.

Jack jumped out of the way before it reached him and he shot a blue bolt of glowing ice from his staff which managed to clip the hind of the creature, making it even more irritable. He attacked again and again then it rushed back at him with a strange hiss. It's hooves, tail, and mane seemed to be trailing more dark sand than Jack remembered and he noticed that its tail seemed to actually be disappearing as it ran. Its eyes were dim and it generally looked less imposing now that he thought about it.

He attacked it again and this time he hit it dead centre and the horse was thrown aside with a whinny. With one last look in his direction, the Nightmare horse surprisingly took off as fast as it had come and Jack was left alone and very confused. But, he could do no more about it, so he continued on to Paris.

A while later, Jack was hanging off the top of the Eiffel Tower with one hand gripping the structure as he leaned out into the air which was now thick with snow. He smiled down at the people he could see down on the ground playing in the snow and from this vantage point he could see for miles around in all directions, which was why he was able very quickly to see a second group of Nightmares running across the city attempting to attack people but they went straight through them. These ones, like the last were not running in sync and they were disappearing into dark sand which faded away into the air.

This time he saw them, Jack had more time to observe them and it only made him more confused; it was only early afternoon - still daylight, so what were the Nightmares doing running around like this? They were weak to light just as Pitch was, so it was very unusual to see them, and Jack couldn't help but be concerned. Pitch would never do something so risky as send his minions out into the light, even if it was only afternoon light, so what were they up to? Was Pitch planning something?

Jack and the four Nightmares stared at each other for a split second, all of them with a strange look of confusion before they attacked Jack. The young Guardian flew up from the Eiffel Tower and rained down a sheet of ice onto the Nightmares. One of them vanished into dust while the others remained frozen for a second before they burst out from the ice, but Jack attacked again before they had a chance to blink. Now that he knew they were weaker than he'd ever seen them, Jack wanted to deal with this as quickly as possible.

They continued to exchange attacks as they danced across the air and it didn't take long for Jack to defeat the remaining three. He thought it was strange that the Nightmares didn't seem very powerful and he needed to know what was going on. He sighed and took a moment to get his breath back before he took out the small snow globe which North had given to him for emergencies, and threw it forwards, whispering his destination before doing so.

Jack believed that this qualified as an emergency and he hoped that North would know what was going on. Jack flew through the swirling portal and he was greeted by yetis at the other end.

"Hey, Phil!" he called out over the loud hullabaloo of the workshop, "Where's North?" he asked, floating above the mass of moving yetis ferrying new toys around which were in various stages of completion.

Phil pointed over the room and garbled something in Yetish to which Jack only nodded as though he understood and he flew across the room looking for North. "North?" Jack spoke as he followed a flash of white he'd seen move quickly about.

"Jack!" he heard the man say and suddenly his line of sight was completely dominated by the large Russian. "Good, you are safe, was just about to send signal for you," he sighed in relief.

"I'm fine, but I..." Jack began as North dragged him off to the Globe Room.

"Tooth and Bunny and Sandy have all seen them, we have big problem, and no answer," North said as they moved into the room and Jack listened intently.

"You've seen 'em too, ey?" Bunny asked instantly with a smile and Jack furrowed his brow in confusion.

"You mean the Nightmares?" he asked and Bunny nodded.

"Thought they were long gone...knew it was too good to be true," Bunny muttered.

"They kept attacking me," the young Guardian said indignantly.

"Yeah, tell me about it," scoffed the Guardian of hope.

Jack looked around the room to see Tooth looking exceptionally flustered and Sandy who was falling asleep while still managing to float above the ground.

"What's going on?" Jack asked, "What are the Nightmares doing?"

"We don't know, Jack," Tooth answered, "I've seen a dozen of them attack randomly and they don't seem to have any purpose."

"What's Pitch doing?" asked the young Guardian.

"Maybe he is not in control," North suggested.

"He was when I last saw him," Jack shook his head.

"It can change," North told him.

"How?" Jack asked.

"They're not like my fairies, Jack," Tooth said, "The Nightmares have to be carefully controlled or they control Pitch..."

"But clearly he's not in control," North spoke over her before she could reveal too much. He wasn't sure it was best for Jack to know all about the Nightmare King just yet.

"Maybe he's just gettin' you back because you tried to be 'nice'," Bunny scoffed.

"Hey! That last time I really think he was listening to me; he wasn't angry...not really," Jack sighed.

"Well, I still say it was a bad idea; Pitch is nothing but trouble," the Pooka crossed his arms.

"Well, I..." Jack began.

"Please, do not start that again," North sighed, effectively stopping the argument that was about to ensue. He'd had enough of Jack and Bunny shouting and screaming over why they should and shouldn't help Pitch and North doubted whether he could listen to it all over again.

Jack still knew nothing about how Pitch had come to be, and he knew even less about just how much evil the man was responsible for over the years, but that was because the four original Guardians had decided it was best not to tell him yet. Pitch's origins, though tragic, failed to make up for all of the misery he'd caused throughout history, and Jack was convinced that even the Nightmare King had a purpose in the world.

However, Pitch hadn't meant to exist; unlike the Guardians, Pitch hadn't been created by Manny or by any other powerful force aimed for a certain purpose. He was thousands of years old and his story began with a brave general trying to do good and guard all of the evil of the world, but like Pandora, he had unleashed the evil and had been overwhelmed by it. What remained was not the general, but a manifestation of fear and evil and darkness using his old form and manipulating him. But North, in his more generous moods, liked to believe that the man Pitch had once been was still in there somewhere; that deep within the blackened heart and shredded soul of the Nightmare King was a good man that hadn't seen the light of day in many a century.

After the last fiasco and Sandy's death, and fortunate return, North wasn't so sure that he wanted to believe that anymore though. He, like Bunny, had a hard time in accepting the fact that Manny did nothing to curb Pitch's evil ways. Yes, he had warned the Guardians and he had lead them to Jack, but if he could do such powerful things as create Guardians in the first place, why didn't he simply remove Pitch from the world?

Perhaps Jack was right, perhaps Manny couldn't get rid of Pitch, because the world needed fear, but surely fear in moderation was enough. Was a being like Pitch - an embodiment of pure fear and darkness, really necessary? Wouldn't the world be better off without him?

"I'm gonna go look for him," Jack announced confidently and Sandy jolted awake.

"Are you off yer bleedin' rocker, mate?!" Bunny exclaimed in shock.

"Bunny's right, Jack," Tooth said, "That could be a bad idea; we haven't seen him in months, he could be anywhere."

"But he could stop the Nightmares from..."

"He could be doing this on purpose, it could be a trap," Bunny said sternly. They did not want Jack out looking for Pitch again and wind up in another fight with the Nightmare King.

"Or it might not be a trap," Jack countered.

"Odds are, it is," North replied and Bunny nodded.

"You could get hurt, Jack," Tooth said with concern.

"...Well...what if you all come with me," Jack suggested hopefully.

"No way," Bunny shook his head quickly.

"But I..."

"No!" Bunny yelled and Jack frowned.

Despite Bunny's protestations, the Guardians were soon walking out to North's sleigh, and the Guardian of Wonder himself used one of his snow globes to take them to the elusive Nightmare King. They found themselves beside an entrance to the Parisian Catacombs just before nightfall and begrudgingly, they braved the tunnels.

Jack illuminated his staff with a gentle blue light and immediately the light caught the empty eye sockets of the skulls that made up the walls, and he jumped back in fear.

"This place is really creepy," Jack whispered, afraid to speak too loudly.

"Yeah," Bunny agreed just as quietly, "But it's Pitch's sorta place."

"He must be here," North said, "Snow globe brought us here," he added and Jack sighed.

"Shhh," Tooth whispered.

"I hear something..." Bunny nodded and gripped his boomerangs before he threw them forwards with as much force as he could muster...

Pitch prowled the maze-like tunnels in all but total darkness, the only light came from the golden eyes of his faithful steed and first ever Nightmare horse; Onyx. (*1) The dim lights caught the dirty white colours of the exposed bones and worn old skulls of the infamous Parisian Catacombs. They were the perfect place for the King of Nightmares to stalk and if he was lucky, he'd run into anther 'ghost tour' and their fear would make up his first decent meal in weeks.

The walls were constructed from the bones of the dead and to someone like Pitch, the place was alive with fear, it was swimming in it. He'd taken to simply walking around old places like this with the design of sustaining himself but it wasn't as easy as it had once been. Fear was his source of energy, it was like food to a mortal, and maintaining so many Fearlings and Nightmares was becoming a strain.; he kept only Onyx close, especially after he'd seen one of his minions simply explode into un-animated dust not two days ago from weakness. Pitch hadn't been able to bring it back.

For him, now that the scramble for the top of the mountain was over, the fight for survival was constant. He had made one last effort for a constant power source, and he had failed. In part, his efforts had been driven by thoughts of revenge, but practically it was because he didn't want to continue his existence like this; scrounging for food on the edge of existence, watching his Fearlings and Nightmares vanish into the ethers; it wasn't exactly his idea of a good time.

So, to continue his existence, he scoured the earth for sustenance, and of course, that brought him to places like this; places of death and hopelessness and despair. It was rather degrading having to exist like this; feeding off old fears from the long dead but every human felt fear before they departed this life, whether it be fear of death itself, or a fear of leaving behind a loved one, or a fear of some sort of next life, it was all fear upon which Pitch could feed...And he couldn't afford to be choosy when his existence depended on it. He dug his pale fingers into the bones of the walls and he felt the weak power flow through his veins giving a small strength to both him and Onyx. It wasn't nearly enough.

His other Nightmares were all but running loose now in search of food because of his waning power, but Onyx, as his first Nightmare creation remained ever faithful and his link with her was for stronger than with the others. Pitch hadn't tried to stop the others from searching for fear, in fact he encouraged it, but they barely found enough to keep themselves going let alone enough to sustain Pitch. He detested being this weak again.

At the sound of a distant footstep, Pitch's eyes twitched and he froze on the spot, Onyx sensed the same thing her master did and her tail swished eagerly from side to side as her ears pricked up attentively. They listened carefully and shortly afterwards, Pitch could hear the boomerangs spinning in the air, heading towards him and with a sigh he disappeared into the shadows a second before they would've hit him painfully on the back.

"I wouldn't've though this was your sort of place," he drawled from the shadows. Part of him felt like laughing at their stupidity of choosing to attack him in a place filled with shadows and blanketed in darkness, but he was simply ruled with disinterest now and he just wanted to be alone. Onyx hissed at the Guardians but Pitch kept her from retaliating, she reluctantly obeyed and stomped the ground with her fore leg hooves in frustration. Pitch caressed her muzzle and she whinnied contentedly but still she glared at the Guardians.

"It isn't," Bunny scoffed as he caught his boomerangs as they returned.

"Then be so good as to leave me in peace," Pitch replied.

"Not without what we came for," North said and Pitch furrowed his brow.

"What more is there for you take away from me?" the Nightmare King demanded.

"How 'bout your head?" Bunny grinned and stepped forwards but North held him back.

"Your Nightmares...why are they out in the daylight?" Jack asked him.

"Did you ban them from going out in the daylight?" Pitch glared and Onyx hissed weakly.

"Well...no...but I thought..."

"They're doing what all animals do when threatened with starvation, Frost, they're taking a risk," the Nightmare King said simply.

"But why..."

"Because they're weak," Bunny said in realisation, speaking over Jack, "He's got no power again, none at all...ain't that a shame?" he said and Pitch scoffed. Bunny then tossed his boomerangs at Pitch again but he vanished back into the shadows, and one of the boomerangs tore straight through the Nightmare horse who was too weakened to move fast enough. The creature cried out in a high pitched scream and Pitch threw an attack back at the Guardians, to whom it was no threat in his weakened state. But when he continued to attack, the sheer onslaught pushed them back a little.

He knew this was a bad idea; he was using energy he didn't have to waste and this wasn't going to help Onyx who needed power to sustain herself but with Pitch wasting it she was only going to disappear faster. Onyx whinnied as her tail began to crumble away into dust and the same began to happen to her mane and her hooves. She glanced up at her master in realisation as she lost her footing and fell to the ground on her side.

Pitch felt something he didn't think he had the capacity for any longer; it was pity, pity for his favoured pet which would soon be gone. At this rate, the Nightmare would be gone in less than a minute and there wasn't a thing Pitch could do to stop it. He ceased his attack and settled for kneeling beside her and stroking the horse's muzzle as the creature whimpered in a last final defiant act.

"What's going on?" Jack whispered and he lowered his staff slowly as it was clear that Pitch was not going to attack them. "What's happening to...it?"

"The same thing that happens when we don't have believers, Jack," Tooth told him with a sad look in her eyes. She too remembered what it was like to lose ones familiars, but she reminded herself that it was Pitch who had created that feeling in her and for him she should feel no pity. And yet she did. "We fade away."

None of the Guardians could ever remember seeing Pitch so weakened, even after the shadow of the Dark Ages had been lifted they hadn't seen him so defeated. Perhaps it was because he'd put so much energy into this last scheme that he truly left no room for failure and now he, and his minions, were paying the price.

Sandy, meanwhile, was very deeply conflicted. He had an idea to save the Nightmare horse from vanishing but he was unsure as to whether it was a wise move; Pitch had proven to be their enemy and yet, the Nightmare King looked...sad...over the thought of losing this creature of nightmares. Of course it could be a trick, but he didn't think so. If he gave some of his dream sand to Pitch, the Nightmare King could turn it into nightmare sand and use it to strengthen himself. But if he did, would that only act an an incentive for Pitch to destroy him again?

As a Guardian though, Sandy didn't think he could live with the guilt of doing nothing so he began to slowly float forwards, towards the Nightmare King.

North was still transfixed by the black sand that flowed from the Nightmare horse as it slowly continued, little by little to fade away into the darkness. He blinked in confusion when a flash of gold hovered at the corner of his eyes and he turned his attention towards it in shock.

"Sandy!" North gasped and made to pull the small, golden Guardian back but the Sandman moved aside before North's large hand could touch him.

"What are you doing?!" Tooth demanded before she flittered across to him, "Stop," she pleaded in fear of getting closer to Pitch but Sandy flew past her and stopped when he was only a metre away from the Nightmare King. The dying Nightmare horse hissed in defence of its master as Sandy raised his hand which was instantly filled with dream sand and he only smiled gently at Pitch's weak look of anger and confusion. He held out the dream sand to a very wary Pitch and slowly, while not breaking eye contact, Sandy placed the following sphere of sand onto the floor in front of Pitch and he backed away.

The Nightmare King was very conflicted. As the flip side to the Sandman, he knew what the Guardian of dreams was offering to him; it was a way to save his companion and yet it was something which could possibly provoke Pitch in seeking out Sanderson's power again. It was a brave, or arguably stupid move, to aid ones enemy merely because of pity and this was what Pitch couldn't understand. Why, after everything he'd done, would Sandman help him? Why; it didn't make any sense at all to the Nightmare King. But what choice did he have; he couldn't lose Onyx as well as everything else. Onyx was his greatest creation as well as his only real companion and he had a link with her which, whether intentional or not, was rather valuable to him.

But said Nightmare horse was almost gone, so, with a reluctant sigh, Pitch reached out and grabbed the dream sand, which lost its shine immediately on contact and it was quickly infected with darkness. He lifted it to his eyes and as he found that it was now completely under his control, but with much more power than anything he'd created lately, Pitch used it to fuel Onyx and repair the damage dome by both his own weakness and Bunnymund's boomerangs.

Onyx's eyes immediately lit up as her body repaired and within seconds she was lifting herself up from the cold, dirty ground and then she circled her master, trailing black sand around him like a mini tornado.

"You helped him," Jack raised an eyebrow and Sandy shrugged with a small smile.

"Why'd you do that, mate?" Bunny frowned in obvious disapproval.

Onyx stared at them with the usual level of contempt in her eyes but she didn't step forwards to attack, even though her body language said she wanted to. Pitch had a hand on her back as he held his ground despite feeling as though he wanted nothing more than to melt into the shadows.

Jack walked slowly towards the Nightmare horse holding his staff loosely as he moved, "Is it...okay now?" he asked.

"What do you care?" Pitch scoffed weakly.

"Hey, we just helped..."

"No, Sanderson helped," Pitch corrected, "Although, why, I can't imagine."

"I don't suppose you would," North said quietly as he regarded Sandy with a fond eye.

"We didn't come here to argue," Tooth said gently, but Pitch was still trying to unravel their motive for, A - coming here, and, B - letting Sandy help him save Onyx. Perhaps they were proving just how much more powerful than him they were and gloating over his defeat. "The Nightmares, Pitch, they can't just go round attacking people," Tooth continued, "You need to stop them," she added and Pitch blinked his thoughts away.

"Why should I?" he demanded.

"Because if you don't, we will," Bunny answered, raising his boomerang.

"Wouldn't that be a waste of your precious time?" Pitch rolled his eyes.

"Nope," Bunny said honestly and Jack sighed. This wasn't getting them anywhere, Pitch was too stubborn; they'd done something as kind as help him save his pet and he was still wary.

"Remember what I tried to talk to you about...there's got to be something better than this, right?" Jack said tentatively.

"Don't start, Frost," Pitch sighed, "You and I both know you don't really believe a word of it."

"I do," Jack frowned, "Otherwise I wouldn't've tried to talk to you so many times, right?"

"Keep telling yourself that," the Nightmare King replied coldly and Jack growled.

"You're making it really hard to want to help you, y'know," said the young Guardian in frustration.

"Not enough, apparently," Pitch said, "You're still here."

"Fine," Bunny said, "I knew this was a bad idea, let's go," he finished and made his own way out of the tunnels.

"Pitch," North began curiously, "Maybe Jack is right, maybe we don't have to..."

"Just leave," Pitch told him in exasperation.

North sighed in defeat and he carefully turned around trying not to damage any of the old bones poking out at odd angles, and he too left the tunnels with Tooth and Sandy following him slowly while they looked back at Jack who remained.

"Why'd you have to be like this?" Jack asked but Pitch didn't answer him, so he took off after the other Guardians with a look of sad defeat on his young face.

Finally, Pitch was left alone once more and he let out a sigh of relief as he faced into the shadows of the tunnels and returned to his caves with Onyx still by his side.

(*1) According to Wiki, Pitch's Nightmare horse of choice is called Onyx so that's what I left it as.

A.N. Having still not read the books, I used the info on Wiki (thank the heavens for that site) as reference as to Pitch's back-story, so I apologise if I miss anything, or something isn't quite right. If any of you does know more than me about this, I ask you to skim over any errors in favour of my version of the story or at least let me know about it so I can correct it.