Pitch Black slammed the last cage shut and sneered at the captive tooth fairies. "Children all over the world will soon wake up to find that the Tooth Fairy didn't come to visit. They'll stop believing, soon enough." He conjured a nightmare, caressing the beast's powerful neck. "And without happy childhood memories to sustain them, the world will fall into fear and despair." The nightmare pranced around the room, deliberately knocking into cages, sending them swinging and banging into one another. The fairies shrieked in pain and panic. A wide smile crossed his face. "Music to my ears."

He gazed toward the tunnel that led further into the catacombs to Jack's cell. He so desperately wanted to look in on the snow child. See for himself how Frost reacted to his imprisonment. Was he in tears? Stoic? Maddened? He held himself back. "Patience, Pitch. Patience. Time will sweeten his despair and make the end results that much more satisfactory."

With one last fond look at his nightmare, he left his lair. Crossing the empty field, he idly created an arrow out of black sand and twirled it between his fingers. "Now, my dear Sandman. Let's see if we can take care of you, as well."

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It was impossible to guess who felt more surprise, Pitch or the three Guardians, when the four beings confronted one another only a few miles away from the Nightmare King's current lair.

"Pitch!" St. North boomed, reigning the sleigh to a halt and vaulting out with brandished sword. "Release Jack Frost at once!"

The Easter Bunny stood beside him, his boomerangs ready to throw and his whiskers quivering in anger.

Sanderson Mansnoozie dispelled his biplane and manifested two golden whips, his expression severe as he watched the Boogeyman with hard eyes.

"That nuisance? What do you care about what happens to a minor winter spirit?" Pitch widened his eyes comically, affecting a shocked look. "Oh. But he's to become a Guardian, isn't he? That makes all the difference in the world." He grinned cruelly at the chagrined looks exchanged. "Three hundred years you've shunned and snubbed him. Do you really think he'll join you just because the Man in the Moon finally deemed him 'worthy?" He spat the last out like a curse.

Bunnymund bristled at the insult, "What would you know about it, mate?"

"Humn, let me think," Pitch tapped a long finger against his bottom lip in mock thought. "Just what would I know about being alone? Ignored? Hated for acting upon my very nature? Not believed in, even though my name is invoked?" He cast a withering glare at them all. "You're right. I couldn't possibly have the slightest clue."

"Enough!" North's voice had dropped to an ominous growl. "Where is Frost?"

Pitch backed away, an insolent grin upon his face. "Safe enough. Out of your reach, at any event. And if you destroy me, you'll never find him. I can guarantee that he won't survive overly long where he's being held. It's the heat, you know." He chuckled at the aghast looks. "Guess you could say the snow child is my little insurance police against your 'good behavior'."

His laughter increased at the helpless rage playing upon their faces. "It won't take long to turn him to my side, you know. A few more nightmares tailored just for him, along with the heat, and well..." He splayed his hands out in a 'there you have it' gesture. "I'll sweep in to the rescue. He'll be so grateful."

He continued over their spluttering. "What? Does the truth hurt? You only have yourselves to blame. He already knows that you don't care much for him." He locked gazes with a furious Sandman. "I have you to thank especially, Sanderson. Over the years, Frost has had more contact with me via nightmares than any other spirit in the world. Perhaps if you hadn't ignored him so often that would not have been the case."

An angry looking dream cloud and then a question mark appeared over Sanderson's head.

"How?" Gray eyes widened in sudden realization and the Boogeyman bent double in gales of raucous laughter that careened through the air, causing the others to cringe. "Some Guardians you turned out to be. Protectors of children? Bah!" he spat. "How can you even consider claiming that title when you ignore one of your own? Frost may be a spirit, but he is still just a child. A neglected, abused child, at that. One you should have taken under your wing to guide and console. Instead, you did all you could to push him away."

Another bone chilling cackle echoed in the air as they stood gobsmacked by the revelation. Pitch snapped his fingers, summoning a few of his fearlings to distract the Guardians long enough to get away. He needed a bit more time before he was strong enough to rid the world of the Sandman. Then, no one would be able to stop him.

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Nicholas St. North sliced the last fearling in twain, his expression a combination of profound sadness and anger as the black sand pattered to the ground. "Damn the man! He slips away like one of his shadows!"

"Calm down, mate," Bunnymund advised, his own expression still somewhat shell shocked. "We'll catch him. Don't you worry about that."

North viciously kicked at a pile of sand. "Yes, but how do we find him?"

A moonbeam brightened, drawing their attention, glinting off a bit of ice that clung tenaciously to the edge of a pond, defying the gradually warming weather as spring approached.

With a huff, North nodded. "Aye. We find Jack Frost and we find Pitch. But, we need Pitch in order to find Frost. Circular logic will not help, Manny," the ex-Cossack groused.

A shadow formed within the beam; the silhouette of a tooth.

"Toothiana?" His belly clenched with a growing sense of dread. "Have either of you heard from her tonight?"

Sanderson shook his head, face troubled.

"We should check up on her," Bunnymund suggested, shifting on his feet, ears laid back against his skull.

The Sandman nodded his agreement, but sent an arrow in their original direction with a questioning look.

Pursing his lips, North came to a decision. "Sandy, you follow the dream trail as far as you can. See if perhaps you can locate Frost and rescue him. Bunny and I will find Toothiana." He jumped into his sleigh grabbing the reigns. "We need to hurry. I feel time is short.

The three Guardians split up, North tossing out another snow globe to the Tooth Fairy's Palace while Sanderson prodded the dream ribbon.

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Toothiana felt belief in her fade as dawn rose and children discovered their teeth still under their pillows. She sank lower and lower toward the ground as her wings refused to hold her weight. Only Jack's Wind allowed her to land more or less gently rather than crashing.

Folded over her knees, she could barely make out Jack's concerned face through her tears.

He crouched down beside her. "Toothiana?"

"Give me a minute." She took a deep breath to calm the panic welling in her breast as she felt herself weaken.

"What's wrong?"

"Children are losing their belief in me."

"That weakens you?" The tone sounded disbelieving and the youthful face looked confused and mildly horrified.

She nodded, wiping her eyes with the back of a wrist. "As a Guardian, I need a certain level of belief or..."

"Or?" the tone had hardened slightly.

She shrugged a bit helplessly. "I could cease to exist." She spotted a frown flit across the winter spirit's face, but before she could question him Jack shook his head and helped her to her feet, brushing a few tears from her face. She could feel the water freeze at his touch and the solid droplets land in the grass beside her with a soft rustle.

"So, we need to free your fairies so they can continue their job and allow children to believe in you?"

"And get back the teeth. The longer they're in Pitch Black's possession, the worse things will get. He can start making the children believe, or disbelieve, in anything he wants if he can get them open."

A huff of icy breath caressed her cheek before he stepped away, leaving her to stand on her own. "Okay. So, we need to get to Pitch Black's lair, free the baby tooth fairies, and recover the teeth." Silvered blue eyes darted around, searching their surroundings. He made a small noise of triumph and began digging into the leaf litter beneath a tree. He pulled out a large segment of bark with a delighted grin.

"What are you going to do with that?"

He set it down in front of her. "You can't fly and I can't carry you. But if you sit in this I can ice a path and we can use it as a sled to move quicker."

She blinked, studying the crude craft. It had been ages since she had last gone sledding.

The tiny fairy Jack had saved trilled excitedly and perched on one end of the bark sled, giving her an expectant look. She grinned. "Let's go!"

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Seated on the back of a large nightmare, Pitch Black studied the small town from a nearby hill, a cold smile upon his lips. The Sandman had already visited this particular hamlet and several children slept peacefully with golden sand images dancing over their heads. "Not for long, though. And soon, very soon, not at all."

He slithered into the bedroom of a small boy and reached down to lift the cavorting form of a playful puppy onto one gray palm. He studied it with a critical eye.

It had taken him years to learn how to produce his own black sand from the Sandman's dreams, but he'd finally figured the trick of it. "It just needs a touch of fear." With a touch of his finger the gold darkened and the puppy transformed into a large, growling brute of a dog that snarled and slavered, foam dripping from its snapping jowls.

The little boy's face contorted with fear and a pitiful whimper emanated from his throat as the rabid dog chased him through his dreams gaining upon him as he ran desperately through an empty house.

Just as the nightmare dog's teeth pierced tender flesh, the boy woke with a scream. "MOMMY!"

For the briefest of instants, wide startled, panic-filled green eyes locked onto dull yellow eyes that held a pinprick of red light in the center of the pupils. Another wail and the boy scurried out of his bed, slamming through the door and dashing down the hallway.

Pitch threw his head back, his laughter chasing after the child.

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Sanderson Mansnoozie tapped his foot in unconscious annoyance as the dream ribbon slid down a hole in the ground too tiny for him to follow. Gold colored eyes flickered around looking for another entrance that he could fit through. The scowl upon his face deepened as nothing stood out.

He huffed at the thought; of course it wouldn't stand out. Pitch wouldn't want anyone to be able to just stumble across his lair, so the entrance would be well hidden. But where?

His thoughts drifted to Jack Frost. He hoped he found the young spirit soon.

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Jack Frost formed an ice slide for the bark sled to travel along, using the natural dips and rises in the ground to give the sled some speed.

Though the situation was serious, he couldn't help the grin upon his face when a particular dip or turn sent Toothiana and Baby Tooth into gasps and giggles of pleasure.

Though his powers caused damage more often than not, he found he took more enjoyment in bringing delight and fun when he could. It helped make up for the times when all he could bring was sorrow.

Recognizing his surroundings, Jack brought the sled to a gentle halt. "It's close. We're going to need to walk the rest of the way." He held a hand out to her, helping Toothiana out of the sled, marveling at the warmth that emanated from her. He backed away a few steps as she unconsciously shivered, then blinked in surprise as the little tooth fairy flew to perch on his shoulder, seemingly unaffected by the cold. He stroked a careful finger across her head and down her back. "You okay there, Baby Tooth?"

The tiny creature nodded, beamed up at him, and ducked down into the hood portion of his sweater. He shrugged, letting her be.

"Jack?" Toothiana sounded hesitant. "How do you know where Pitch's lair is?"

Jack drew in a breath to answer when he caught a flash of movement out of the corner of his eye. Gripping his staff, he leveled it in that direction, shifting so that he stood between Toothiana and the oncoming threat.

"Jack?"

"Shhh," he commanded, ice blue eyes narrowed as he watched the bend and sway of the tree branches. "Something's coming."

Toothina grabbed a nearby branch, her own fingers turning white with the tight grip.

Another tree limb moved, and a gleam of gold glinted among the leaves.

Jack startled, as with a squeal Toothiana dropped her branch and threw herself toward the figure. "Sandy!"

Jack huffed a breath in frustration, shaking her head as the Tooth Fairy blithely ignored her surroundings to babble to the Sandman everything that had occurred. "You might want to loosen your grip, Toothiana. If Pitch is around, we'll need our wits about us."

She jumped away as if scalded, amethyst eyes wide in trepidation, "Oh!"

Responding to her distress, Baby Tooth flew to her, nuzzling her cheek.

The Sandman stared at him with a pleased, yet puzzled smile upon his face. A series of images appeared above his head: Pitch, Jack himself, an angry looking dream cloud, then a question mark.

"Yes," came a sibilant hiss. "I'd also like to know how you escaped."

Jack aimed his staff at the Boogeyman, but had to hold off as both Toothiana and the Sandman were in the line of fire (or ice, as the case may be).

"Pitch Black." Jack nodded respectfully at the older spirit, acknowledging the other's presence.

Dull coin yellow eyes widened momentarily, but the Nightmare King gave a nod in return. "Jack Frost." A calculating look appeared in his eyes, quickly joined by a hint of resignation."You weren't fooled, were you?"

Jack shook his head, ignoring the inquiring looks upon the other Guardian's faces.

"Damn." Pitch turned, kicking at the ground like a frustrated child. He whirled back around, expression avid. "Where did I go wrong?"

A thin smile tugged at Jack's lips but he said nothing.

"Not even a hint?" Pitch wheedled. "C'mon, Jack. Help out a fellow artiste. If a thing is to be done it should be done properly."

The smile widened minutely and Jack tipped his head in consideration. With a decisive bob, he decided to give one of the reasons the nightmare hadn't fooled him. "Bruises."

Jack stifled a chuckle as Pitch cursed to himself as he caught the reference.

Sandman and the Tooth Fairy looked confused, their gazes bouncing between the two like watching a tennis match, though Sanderson's expression had turned grim as he noted the injuries marring the winter child's skin.

The curses wound down and Pitch studied the youthful spirit, with his lips pursed and hands on hips, the fingers tapping absently on the protruding bone. "Ruined my chances at having you on my side, didn't I?"

Jack nodded solemnly, ignoring the gasp from Toothiana. "We're a lot alike, Pitch Would you help someone who treated you similarly?"

A deep, heart-felt sigh drifted in the air. "No. I suppose not. Pity."

The Boogeyman gestured and the sky darkened as fearlings began to swarm above them. "I'll give you a chance, Frost. I only want the Guardians. I've no quarrel with you. If you leave now, I'll spare you what is to come."

Regretfully, Jack shook his head. "You may not have a quarrel with me, but I've one with you, now."

Pitch nodded, "So be it." A sharp whistle and the fearlings descended.

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E. Aster Bunnymund hopped through the lower levels of the Tooth Fairy's Palace, a hard knot forming in his gut as he passed damaged walls and broken doors.

The room were Toothina kept the golden containers of children's teeth echoed mockingly at him. He dragged a toe through a pile of black sand that lay upon the floor tiles. "Why would Pitch want the teeth?"

"If he can open them, then Pitch Black would have access to all of a child's memories." Nicholas St. North answered him from one of the upper levels, his voice reverberating through the rooms. "He could dredge up their worst fears in same manner that Toothiana pulls happy memories. All children would remember would be fear."

"Can he open them?" He scattered the pile, scowling fiercely.

"Unsure. Would need cooperation of a fairy. Since he seems to have them all ..." he trailed off.

Bunnymand shuddered, shaking off the clinging grains of sand and continued to look around seeing more piles of sand. It was obvious that Toothiana and her fairies had put up a fight, but not a single container remained, and neither did any clue as to the fairies' whereabouts.

A moment later, he heard a noise of surprise from North. "Find anything, mate?"

"Perhaps. Come see."

The Pooka climbed the spiraling staircases, absently wondering why the palace even had staircases when the occupants all flew. "What is it?"

North pointed toward something in a shadowed corner. Moving closer, Bunny could see what North had found. A black sand fearling lay trapped in ice; a perverse statue that glittered malevolently in the scant light. Relief filled him at this evidence that the ice sprite had not remained in Pitch's clutches. "Frost was here?"

"And very angry at fearlings."

Sharp eyes pinpointed several other 'statues' as well as evidence where ice blasts had destroyed several fearlings around the Palace. "Good for him," he murmured, kicking the frozen figure, causing it to shatter and disintegrate. "But where is he now?"

"Long gone, if the ice melt is anything to go by. But whether by his own volition, I know not."

"I don't think we'll learn much more here. Now what?"

"Now, we return to Sandy. Now is time to stick closer together." Once back at the sleigh, North pulled another snow globe. "To the Sandman." He threw the globe causing a portal to form.

"What the..." Bunnymund trailed off as the opening of the portal seemed filled with shadows. Shrieks and wails pierced his sensitive ears causing him to snarl with the pain.

Once on the other side, the sleigh hovered over the dark cloud of fearlings and nightmares that circled three small figures in the center of a clearing. "Pitch Black!" North growled and leaped from the sleigh, swords brandished, to head into the fray.

Bunny had barely set foot on the ground before he had to throw himself to lay flat as an ice bolt blasted over his head. "Hey! Watch it!"

"You're the one who jumped in without announcing yourself," came the cold reply as Jack Frost chased a few fearlings away from Toothiana.

North scooped the downed Tooth Fairy and ran for the sleigh to lay her on the bench, slicing the dark minions that stood in his way.

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Sanderson stood on a swirling cloud of gold sand, duel whips dispersing Pitch's nightmares and fearlings with each flick of his wrist. The wave of monsters seemed never ending and for a moment Sanderson despaired at ever defeating Pitch.

A blast of icy wind knocked several fearlings out of the sky and the Sandman smiled, glad for Jack Frost's presence. The winter child had helped keep the two Guardians from being completely overwhelmed.

The injuries Frost sported worried him, but it had been Pitch's words that had nearly broken his heart. Had they really treated Jack so poorly that he'd have been willing to join the Nightmare King?

He mentally smacked himself in the head as something Pitch said earlier truly registered. Jack was a child. Yes, a spirit, but physically still a child.

It explained so much; the playful attitude, even the pranks that he now realized were a call for attention.

He had even felt the times when Jack summoned the dreams to the surface of the sand ribbons and play with them for a moment or two before letting them continue to their intended recipient. How could he have overlooked the significance of Jack's ability to interact with the dream ribbons he sent out to the children of the world? His dreams only reached children. How had he missed the fact that Jack was, for all intents and purposes, a child? He cursed himself for all kinds of fools.

That distraction cost him.

Pitch Black fired an oily barbed black arrow at him that screamed as if the very air felt pained at its passing.

His breath left his body in a rush as he was struck in the side and he lost control of his sand which spun away from him.

Falling, he heard Pitch screech, "Damn you, Jack Frost!" and realized that the winter child had shoved him out of the way of the arrow.

The ground rapidly approached, Frost's arms wrapped protectively around him and they hit the earth with breathtaking force. They tumbled and rolled, Sanderson spilling from Jack's embrace to land on the grass.

Blinking to clear the stars from his eyes, his vision was filled with a concerned bearded face. "Sandy! Are you well?"

The small man gingerly rose to his feet, accepting North's steadying hand, and shook his limbs finding himself whole. He flashed a thumbs up at North and craned his neck to locate Jack.

He bit his lip in consternation as Frost scrambled to his own feet, studiously ignoring Bunnymund's offered hand. With another pang, Sanderson guessed at part of the nightmare Pitch had 'gifted' the winter child.

The golden man glared up at where Pitch sat astride a nightmare. Then, his eyes widened and he ducked past North, his whips at the ready as with an oath, Pitch sent a concentrated swarm of fearlings at the small group, hoping to overwhelm them.

"Enough. Is. Enough." Frost slammed his staff into the ground with a loud cry that brought to mind the howling winds in the dead of winter. The air rippled in expanding concentric circles. As it touched the oncoming wave, the fearlings instantly froze over, falling from the sky to shatter on the ground.

Pitch Black wheeled his mount away and urged it over the hill before he, too, could become frozen. Before he vanished from sight, Sanderson saw the crazed smile upon the Nightmare King's countenance and heard the cackled, "Finally, someone who knows how to have fun!"

Jack sank to his knees, clearly exhausted.

The world fell silent and Sanderson ran to his side, keeping the younger spirit from falling over onto the ground.

"You alright, mate?" Bunnymund crouched nearby, carefully maintaining his distance.

Frost nodded, face gaunt. "Tired."

Toothiana, having recovered, peered over the edge of the sleigh, eyes wide. "How did you do that, Jack?"

Jack gave a slight shrug. "I didn't think I could."

North motioned toward the sleigh. "Come. We need to recoup our strength. Pitch is gone. Nothing more can be done tonight about him."

"We can't leave, yet," Frost protested.

"We're all exhausted, mate," Bunnymund cautioned. "We could all do with a rest before another encounter."

"Yeah, but if we leave now, Pitch could move the tooth fairies before we can come back." The winter child levered himself into a standing position, leaning heavily on his staff, his face determined, though Sanderson could see the dark circles forming beneath the silvered blue eyes.

"The tooth fairies are here?" North looked around the flat ground, expression skeptical.

Jack pointed off to the left. "I crawled out of a hole about two hundred yards that way. There's a lot of dead brush hiding it from view. Pitch's lair is a series of caverns and one had a bunch of hanging bird cages in it. They looked pretty new. Why else would Pitch have them if he wasn't using them for the fairies?"

Sanderson moved to stand beside the ice spirit and indicated for Jack to lead the way. A small smile appeared on his face as the last tiny fairy blurred through the air to land on Jack's shoulder with an excited trill.

Jack laughed shortly, giving a quick brush to the neck feathers with the back of his fingers, before the tiny fairy hopped to ride in his hood. "Okay, Baby Tooth. Let's go find your siblings."

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