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INT. LAUNCHING SHED - A MOMENT LATER
North shoves open a set of double doors, followed closely by
Bunny, Sandy, and Jack. Several Yeti's rush by as they
prepare the hangar for launch.

Everyone was on the edge of their seats. Pitch leaned forward slightly, wondering if this 'trouble' was what he thought it was.

NORTH (O.S.)
(to Yetis)
Boys, ship shape. As soon as
impossible.

"Impatient much?" Jack laughed.

"Like you aren't." North replied.

"Touché." Jack replied.

JACK
North, North! I told you, I'm not
going with you guys!
There is no way I'm climbing into some rickety
old...

Suddenly: the SOUND of POUNDING HOOVES. BEASTLY SNORTING.
SANTA'S INCREDIBLE SLEIGH comes into view. It's a huge,
shiny, tricked out, jaw-dropping hot-rod of a sled.

Every child's mouth dropped, including Jack's.

"Everyone loves the sleigh." North chuckled.

JACK
...sleigh.

"Okay, maybe one ride." Jack said.

Jack is understandably gob-smacked, so much so that he almost
gets knocked over by one of the reindeer.

"Look out! You need to be more careful!" Tooth exclaimed in a motherly manner.

JACK
Whoa!

NORTH (cont'd)NORTH
(to reindeer)
Hey! Moi deti, moi deti. Quiet,
quiet.

The sleigh comes to a standstill as the Guardians prepare to
climb inside. Several Yetis are still running around making
last minute preparations.

JACK
Okay, one ride, but that's it.

The kids snigger at the similarities to his earlier comment.

Jack jumps aboard. North smiles knowingly, and climbs
inside. Sandy hops up into the back seat.

NORTH
Everyone loves the sleigh.

"See! I'm not the only one!" Jack exclaimed, pointing at North.

North grabs the reigns, wrapping them around his arms. He
turns to see Bunnymund standing there, frozen and unnerved.

"Afraid of heights?" Jack teased.

"No." Bunny replied.

"Afraid of falling?" Emma asked innocently. Bunny didn't reply.

NORTH (CONT'D)
Bunny, what are you waiting for?

BUNNYMUND
I think my tunnels might be faster,
mate. And um, and safer.

NORTH
Ah, get in.
(hoists Bunnymund up)
Buckle up!

Bunny desperately looks around his seat.

BUNNYMUND
Whoa, whoa, whoa, where are the
bloody seatbelts?!

"Language, Bunny, there are kids here!" Tooth scolded.

"You know this is in the future, right?" Bunny asked. Tooth still shot him a sharp look.

"Just agree with her." North sighed.

"Fine."

NORTH
(laughs)
That was just expression!

"I don't like experssions." Jack said.

"Why?" North, oblivious, asked.

"What do you think I am to most people?" Jack replied sadly.

North turns to one of the Yetis .

NORTH
Are we ready?

"Then let's go!" Jack said happily.

"You're insane." Emma said, shaking her head.

The Yeti throws his hands up in a fit shaking his head no.

NORTH
Good! Let's go! Clear!
(cracks the reigns)
Hyah!

"Whoo!" Jack cheered.

The sleigh is off. Elves and yetis scatter out of its path.
Sandy, Bunny, and Jack fly back into their seats. Bunny
clutches the edge of his, terrified. Jack can't help but
laugh.

"Scared?" he asked.

"I do not like riding in that death trap." Bunny replied stiffly.

NORTH
Out of the way!

The sleigh heads down a luge-like track. North and Jack are
enjoying the ride.

NORTH
Hyah!

BUNNYMUND
Ohhhhhh no!

North cracks the reigns, the sleigh plummets, an almost
vertical drop. Sandy holds his hands in the air like he is on a rollarcoaster. Jack loves this.
Bunnymund - not so much.

BUNNYMUND
(walla)
Slow down, slow down!

"No, speed up!" Jack exclaimed. North laughed.

"See, he appreciates it!"

North pulls a lever, kicking the sleigh into overdrive. He
looks back as the sleigh enters a corkscrew.

NORTH
I hope you like the loopty loops!

"I do!"

BUNNYMUND
(nauseous)
I hope you like carrots.

"Now that I don't like." Jack made a face.

NORTH
Here we go!

WIDE SHOT as the sleigh reaches the bottom of the ramp, and
shoots upwards, launching them into bright blue sky

JACK
WOOO-HOOOOOO!

EXT. SLEIGH - FLYING THROUGH THE SKY - CONTINUOUS
North, reins in hand, leans into the wind as the reindeer
climb higher.

NORTH
Klasno!

Jack, in his element, leaps up onto the rear of the sleigh to
watch the North Pole fade into the distance.

JACK
(laughs)
Whoa!

Bunnymund peaks off the side of the sleigh, then leans back,
and holds on for dear life.

JACK
Hey, Bunny-

Bunny turns to see Jack standing on the back edge of the
sleigh.

"Jack! Get down from there!" Emma laughed. Jack inhaled sharply, his eyes slipping out of focus. He was upside down, hanging by his knees off the ground from something. There were voices laughing.

He came back to the room with an unpleasant bump.

"Are you alright?" Tooth asked worriedly.

"Yeah. I'm fine." he said after a beat. Emma glanced at Faith, who shrugged.

JACK
Check out this view-
EEEYAAAAGGHGHH!

Jack is SWEPT OFF the sleigh and disappears!

"Jack!" Tooth yelled worriedly.

Bunny gasps in
horror and looks over the side...only to see Jack lounging on
the sleigh's skid.

Tooth let out a breath of relief.

JACK
Awww...you do care.

"Rack off!" Bunny snapped at a laughing Jack.

BUNNYMUND
Ah, rack off you bloody show pony!

Bunny glowers as Jack makes his way back into the sleigh.

NORTH
Hold on everyone, I know a
shortcut.

BUNNYMUND
Oh strewth, I knew we should have
taken the tunnels.

"I didn't think tunnels reached the tooth palace. You have to fly to get there normally." Faith said.

"Yeah, but Bunny's an exception." Tooth explained.

North holds a snow globe up to his face.

NORTH
I say, Tooth Palace.

An image of the Tooth Palace appears inside the snowglobe.
North throws the globe into the air and a giant vortex opens.

"Whoa!" every child gasped.

NORTH
Hyah!

EXT. SKY - NEAR TOOTH'S PALACE
The sleigh suddenly comes out of HYPERDRIVE at the outskirts
of the Tooth Palace. Streaks of black rapidly approaching.

"What?" North exclaimed.

NORTH
What!?

"I just said that."

Suddenly our heroes find themselves in the midst of mayhem,
as hundreds of Nightmares and terrified Tooth Fairies jet
past. It's like a meteor storm. North yanks the reins, and
the sleigh veers sharply, dodging the oncoming Nightmares.

NORTH
What are they!?

"Nightmares." Faith snarled. The kids were holding their breath in worry. Tooth was stiff in her chair, Baby-Tooth-Who-Has-Yet-To-Be-Named-In-The-Present worrying along with her mother.

Sandy and Bunny duck the onslaught.

BUNNYMUND
Whoa!

Jack now sees that the Nightmares are actually GULPING DOWN
the fleeing fairies and flying off with them. It's chaos.

"NO!" Tooth yelled.

"Pitch I oughta-" North muffled Bunny with his hand.

JACK
They're taking the tooth fairies.

Jack looks up to see a lone fairy with a Nightmare snapping
at its heels

The little fairy whimpered and hid in Tooth's shoulder.

Jack leaps into the air and rescues it before
the Nightmare can snatch it away.
Jack lands back in the sleigh. He opens his hand to reveal
Baby Tooth, who's shaking with fear.

JACK
Hey little Baby Tooth, you okay?

Baby Tooth smiled. She had a name now! She flew over and hugged his neck.

As Baby Tooth nods, North steers the sleigh forward through
the storm toward the entrance of Tooth's Palace.

INT. TOOTH PALACE - A MOMENT LATER
A vast chamber supported by pillars containing millions of
tiny wooden deposit boxes from floor to ceiling. North spots
a Nightmare up ahead and hands Jack the reigns.

NORTH
Here, take over!

"Are you insane?" Bunny exclaimed.

"No one denied it." North shrugged, causing most of the room to snort.

BUNNYMUND
Huh?

Jack, though surprised, quickly grabs the reigns and smiles
as he snaps them.

JACK
Hyah!

"this won't end well." Bunny groaned.

North readies his sword and SLICES the Nightmare in half -

NORTH
Yah!

SEVERAL TOOTH BOXES spill out of the split Nightmare and rain
down into the sleigh at the Guardians' feet. The Nightmare
disintegrates into black sand.

"They're stealing the teeth!" Tooth exclaimed, panicked.

"PITCH!" she whirled around angrily. Bunny leapt up and grabbed her arms.

"Whoa, easy Toothy. You can deal with him later." Faith said.

BUNNYMUND
They're stealing the teeth!

"Tooth-"

"I know Tooth just said that, Frostbite, shut up."

Sandy looks at his hands and sees the Nightmare sand take
shape and drift away.

He and Bunny exchange a look.
The Guardians turn - they're headed straight for a pillar.

NORTH
Jack, look out!

Jack pulls the reins -

JACK
Aaaahhhh!

- the sleigh nearly misses the pillar and skids to a rough
stop on a platform. They see Tooth up above.

NORTH
Tooth! Are you alright?

"Define 'alright'" Tooth replied, panicked.

Tooth is flying around, visibly frustrated. This is bad.

TOOTH
They, they took my fairies!
And the teeth! All of them!
Everything is gone! Everything.

"There are a few still in the sleigh, and Baby Tooth is alright." Jack said, trying to make a distraught Toothiana feel better. she smiled warmly for his attempt.

Only then does it hit her. Tooth's wings drop in defeat.
She's completely lost amidst the devastation. The Guardians
rush to comfort her. Jack stays behind as Baby Tooth pops
out from the hood of his tunic and flies over toward Tooth.

TOOTH
Oh thank goodness! One of you is
alright!

PITCH (O.S.)
I have to say, this is very, very
exciting.

Every Guardian tensed in their seats. Emma gulped but tried to put on a brave face. the kids all scooted their beanbags a little closer together.

Pitch's voice echoes across the open chamber. They look up to
see Pitch, standing high above them with a satisfied smile.

PITCH
The Big Four, all in one place.
I'm a little star-struck.
(beat)
Did you like my show on the globe,
North? Got you all together,
didn't I?

"A trick." North muttered. Pitch was grinning at the fear in the room.

Tooth darts after Pitch, but he escapes into the shadows.

TOOTH
Pitch, you have got thirty seconds
to return my fairies!

PITCH (O.S.)
Or what?

"She will kick your a- rear end?" Jack changed his sentence mid swear at an elbow to the ribs from Emma and Faith at the same time. He wrapped his arms around his abdomen.

"Geeze, women." he groaned.

Tooth follows the sound of Pitch's voice and finds him near
one of her tooth box columns.

PITCH
You'll stick a quarter under my
pillow?

NORTH
Why are you doing this?

PITCH
Maybe I want what you have. To be
believed in.

Jack tensed. He glanced at Pitch quickly and the Guardians paled. They couldn't lose him to the Nightmare King!

Well, alies are always useful. Pitch thought.

Jack takes this in. Pitch moves along the walls and shadows
of the chamber and emerges from behind a column.

PITCH
Maybe I'm tired of hiding under
beds.

BUNNYMUND
Maybe that's where you belong.

The kids all cheered for the Easter Bunny before Pitch glared at them, and the room seemed to darken. Emma gasped but before the Guardians could react Faith had socked him in the jaw.

"Keep the room like it is, Pitch. You know better than to test me." she growled. He rubbed his jawbone as the room went back to normal.

PITCH
Ah, go suck an egg, rabbit!

Bunny looks down past the edge of the platform to find Pitch
upside down, staring him in the face. Pitch disappears again.

PITCH (O.S.)
Hang on, is that...Jack Frost?
(laughs)
Since when are you all so chummy?

"We're not." Jack growled.

JACK
We're not.

"Can we stop repeating ourselves?" Tooth exclaimed.

"It's not like we can help it!" Jack replied.

PITCH
Oh good.

Jack turns and sees Pitch standing in the middle of a column.

PITCH
A neutral party. Then I'm going to
ignore you. But, you must be used
to that by now.

"Feeling a bit less neutral, though I was already leaning towards protecting the kids and not scaring them half to death." Jack glared.

BUNNYMUND
Pitch! You shadow sneaking ratbag!

"Nice one." Faith commented.

Come here!

Bunny goes after Pitch, but he disappears and reemerges on an
opposite column. Tooth spots him, grabs one of Bunny's
boomerangs and flies at Pitch in a rage...

"Never make Tooth mad." North advised. Sandy and Bunny nodded in agreement.

TOOTH
Ahhhhhhhhhhhhhh!

Pitch looks at Tooth with a smile and before she can reach
him, a huge Nightmare darts out of hiding and rears up at
her. Tooth falls back.
Baby Tooth hides in Jack's tunic.

PITCH
(soothing)
Whoa! Hey, easy, girl. Easy.

Pitch draws a wisp of black sand from Onyx's mane, twirls it
in his palm, and turns toward Sandy.

PITCH
Look familiar, Sandman? Took me a
while to perfect this little trick.
Turning dreams into Nightmares.

Sandy clenched his fists, dream sand smoke coming out of his ears.

Pitch notices the shocked Guardians.

PITCH
Don't be nervous, it only riles
them up more. They smell fear you
know.

"Who's afraid of someone named after a booger?" Emma taunted bravely. that's what Jack had told her when she had a nightmare.

"How 'd you know I was going to say that?" Jack asked. she shrugged. Pitch bared his teeth angrily at the pair but Faith shot him a warning glance.

BUNNYMUND
What fear? Of you!? No one's been
afraid of you since the Dark Ages!

Pitch's eyes flash with anger. But then he smiles.

PITCH
(nostalgic)
Oh, the Dark Ages.

EXT. VILLAGE - NIGHT - FLASHBACK
A parent and her two children, huddled around a campfire,
scream as a shadow, resembling Pitch, washes over them. It
makes its way up the side of a mountain to reveal Pitch,
smiling as he stares up at the moon.

PITCH (V.O.)
(nostalgic)
Everyone frightened. Miserable.
Such happy times for me.
Oh, the
power I wielded!

"You don't deserve to be powerful." Bunny snarled.

"the world needs fear, I'll admit that, because without fear there would be no common sense. But that sort of fear is what drives people to do terrible things." Faith said wisely.

EXT. VILLAGE - NIGHT - FLASHBACK - CONTINUOUS

PITCH (V.O.)
But then the Man in the Moon chose
you to replace my fear with your
wonder and light!

North's sleigh flies in front of the moon. Tooth and her
fairies flit by while SANDY's Dreamsand dances across the sky
and Bunny leaps across rooftops.

PITCH (V.O.)
Lifting their hearts!
And giving them hope!

Pitch, thinner and weaker than he is now, slips back into the
shadows after children run through him while playing in the
streets, laughing as they go.

Jack felt sympathy for the Nightmare King. No one, NO ONE, deserved to go through that.

PITCH (V.O.)
Meanwhile, everyone wrote me off as
just a bad dream! "Oh, there's
nothing to be afraid of! There's
no such thing as the Boogeyman!"

"My brother told me he was real." Emma whispered. At that Pitch turned to her, intrigued.

"He told me that if the Bogeyman came I could come to his room and he'd keep me safe and that when I woke up all the bad dreams would be gone." Emma felt tears welling in her eyes.

"And now that he's gone there's no one to keep the bad dreams away." she finished. Jack wrapped an arm around her and she buried her face in his hoodie.

BACK TO THE TOOTH PALACE
Pitch leans toward the Guardians, showing nothing but contempt.

PITCH (CONT'D)
Well that's all about to change.

A SOUND behind Pitch: one of the COLUMNS of the Palace begins
to crack and crumble, as if decaying. Tooth is stunned...

"What's happening?" Monty's voice was a little higher than normal.

PITCH
Oh look, it's happening already.

JACK
What is?

Tooth's eyes widen in shock.

VIGNETTES OF CHILDREN AROUND THE WORLD

PITCH (V.O.)
Children are waking up and
realizing the Tooth Fairy never
came.

"No." Tooth breathed.

"What?" Pippa asked.

"They don't believe in me anymore." she whispered.

Lifting pillows and finding their BABY TEETH still there.

PITCH (V.O.)
I mean such a little thing, but to
a child...

PULL OUT from the last VIGNETTE, all the way out of TOOTH'S
WIDE-OPEN EYE, and BACK TO SCENE. Jack, mystified, moves
closer to Tooth as the palace continues to crumble.

JACK
What's going on?

TOOTH
They, they don't believe in me
anymore.

"Why would that cause this?" Jack asked, confused.

PITCH
Didn't they tell you, Jack? It's
great being a Guardian- but
there's a catch.
If enough kids
stop believing, everything your
friends protect - wonder, hopes and
dreams - it all goes away. And
little by little, so do they.

"You... You..." Bunny couldn't even find words. He was trembling with rage.

Jack's realizes now the magnitude of Pitch's plan.

PITCH
No Christmas, or Easter, or little
fairies that come in the night.
There will be fear
and darkness and me! It's your
turn not to be believed in!

Bunny throws his boomerangs at Pitch, who quickly ducks out
of the way as they fly around the chamber columns. Pitch
then jumps onto the back of Onyx down into the depths of the
Palace. The Guardians dive after him, followed by Jack.
Bunny grabs a set of egg bombs and launches them at Pitch,
exploding seconds before Pitch hits the ground.

The whole room sat in tense silence. Pitch was getting death glares from every angle, but none more so than from Tooth. Emma had yet to pull herself from Jack's embrace, and for a reason he didn't know he didn't mind holding her in his arms. It felt comfortable, familiar. He moved her into his lap and rested his chin on her head. She stifled a sob, wishing his hair was still brown and they were back home, in his bed and she had just had an awful nightmare, that his death was all a bad dream.

And the Nightmare King across the room knew it.