AN: Hey guys, I know it's been a while since I updated, but I've been dealing with intense writers block for all my stories. That being said, this chapter is a bit shorter than usual, but it's a good setup for the next chapter which will be...interesting. Hope you enjoy it, let me know what you think or if you have any questions or concerns.

OOOOO

I shift lightly in the darkness, trying to get used to this new feeling. The feeling of being in a hundred places at once. Of having a reach that extends from a nightmare in China to a campfire in Greenland where boys were telling scary stories. Every inch of fear in the world, all pulsing through me. If I sit still enough, I can almost feel the power of it vibrating in my skin. It's not an unpleasant feeling. This is how Pitch feels every day, every second, for thousands of years. No wonder he went a bit whacked and power hungry.

Somewhere inside of me there's a piece that's still normal. A piece that's screaming at me for hurting Luke, even if it was only mental. It's telling me that I shouldn't hurt anyone, even the people that have hurt me. But the me that's possessed with darkness and power isn't paying much attention to that little piece. I could if I wanted to. I could turn back to normal if I wanted to. But the fact is that I was miserable as I was. Going to a miserable mortal school. Stuck in a miserable family that I resented. But is my current situation any better?

Vaguely I wonder if I could leave Pitch and still retain these powers. Is everything I am controlled by the Nightmare King, or if I severed the connection with him, would I be independent? I could go to the Guardians. I could go to Jack and Bunny and show them how strong I am now. But for the moment I'm playing Pitch's puppet. He laughs wickedly as he returns to the lair, and though I'm on the other end of the shadowy domain, the chuckle reaches. It reaches every corner.

"You should have seen their faces." He sneers, still not coming into the room I'm in, but talking to me all the same. "Especially Sandman." He goes on, ranting a bit about the pathetic Guardians and how easy this was, and how good an investment I am as a fearling. I don't want to be his fearling, but I'd rather be his pet than go back to that life. And I'll figure out a way of severing us soon enough. I am smarter than an average teenager and there's a whole spell room for me to investigate once Pitch goes out again.

Luckily for me, the Nightmare King doesn't seem keen to stay for very long. He putters around, I can feel every movement he makes in the darkness that has become mine, before leaving again, probably with some new plan to enact or maybe some more taunting for the Guardians. As soon as he's gone, I step through he wall to the spell room, glancing lazily over all the book before willing the one I want to find me. It's more effective than I thought it would be and suddenly a book falls from the shelves, completely unprovoked except for my weird shadow powers, that I still have yet to fully explore and understand.

I crouch and pick up the book. The language is one that I know I wouldn't recognize as a mortal. But with the darkness of a world of nightmares and fear pulsing in my veins, I have no problem reading the rough runes on the cover and on the pages. It's Black Speech, a language thought lost except to the darkness. I guess they forgot Pitch is the darkness, and his creatures, his nightmares and fearlings, are even more so. I guess Pitch had forgotten that last part too, otherwise why would he feel so secure around me?

"Souls and bodies of mortal and immortal beings." I murmur, sitting comfortably in the dark throne Pitch left in the room. I flip idly through the pages until one catches my eyes. The entrance looks hand written, though most of them are, and it's newer than the others, still thousands of years old despite that.

Souls bound to the power or life force of another have only two options to disentangle themselves from their master. They can revoke the power or darkness given to them in the binding of the soul, or they can break the bind. To break the bind one must destroy the center of their master, the secret heart that lies under the other. Only when the master is broken can the captured soul be free of it. A soul bound and unbounded can never be bound again. Once unbound, it will live forever and live free.

Interesting. Automatically I know the center it speaks of. Pitch's whole life is centered around fear. So I have to turn fear on Pitch. That's happened before, but obviously it didn't break the Nightmare King. Not like I have to if I want to be rid of him, without revoking the gifts I've received. And I do want to keep them, just not Pitch. I close the book, putting it back where it was, and return to my room to think about my own plan of attack. Pitch wants me to collect fear for him, instead of him collecting fear from me.

That's a problem. Because the spell is still active, keeping me here. The second he drops those memories in that spell board, I'll be trapped in nightmares again. If he thought I was going to betray him, he wouldn't hesitate. First I have to dismantle the spell. And then I have to dismantle Pitch. It doesn't take too much effort to think of what the Boogeyman fears most. This would be fun.

OOOOO

Pitch had no idea what Max was planning. He was too consumed with self satisfaction and a new influx of power that turning Max into a fearling had brought him. Her very existence as a dark entity was drawing in fear, like the world knew it should be afraid of her. And really, it should be afraid. There was something about Max that was just so powerful, and when she was human it was invisible. But the second she became more than human, it seemed oh so clear. A potential just waiting to be tapped.

Pitch leisurely stalked max's school, staying in the dark and watching the people she usually interacted with. He was drawn to the band room to see the children she had defended when they first met face to face. Pathetic children, the lot of them. They were all curious as to why she wasn't at school, especially one boy who sat next to her empty seat. The band teacher kept sparing glances at the empty chair in accusation, though whatever insane theory he had couldn't be anywhere near correct. Pitch smirked thinking about Max confronting these people in her fearling state. It would be entertaining.

"Where do you think she is?" The boy whispered to his present seat mate, who shrugged.

"Considering what happened Saturday, I think she deserves a day off of school." The girl whispered back, and Pitch wanted to laugh. If only they knew. He was about to tease them a bit with a nightmare stallion when something sharp and painful tugged at his chest, stealing his breath. He furrowed his brow in confusion, what could cause this?

He phased back to his lair just in time to see the spell he had made for Max disintegrate, the board melting into darkness leaving just the items it contained sitting peacefully on the table. And Max stood next to them, running her fingers lovingly over her instrument and releasing the nightmare coated in her silver fear. The nightmare shook the silver off, and the Terror of her mind dissipated into the air before the small horse took off into the shadows.

"Max, what are you doing?" He demanded, rubbing at his chest as the ache persisted.

"Breaking the spell that keeps me trapped here." She said simply, pocketing her memories and picking up the instrument.

"But why? I did not give you permission to do this!" He growled. She snorted a laugh.

"I don't need your permission Pitch. Not everyone is subservient to you. The fact is, since you've given me the powers of fearlings, I'm stronger than you." She stated with a wicked grin and dissembled her instrument into the case that Pitch had kept in the room. After snapping it shut and securing the latches she turned to him.

"You'll never be stronger than me, I am the fearling lord!" He snarled, a bit aghast at her.

"You were the fearling lord. After the Guardians defeated you, you eventually managed to regain your foothold over the nightmares that were tormenting you, but they've never regained respect for you. Nor have the fearlings. They only followed you because they're followers and you were the best they could find. They respect me. And they follow me now. It's all thanks to you. Unfortunately, I only have so much gratefulness and I need you to break before I can be free." He couldn't believe what he was hearing! He had been so certain his hold over Max was unbreakable, that she wouldn't mind being his subject. And what was she going on about breaking him?

"This is insane, how can you think I will allow this?" He demanded, standing tall despite the movement in the shadows that surrounded them. Nightmares were circling them and above them the phantom like fearlings that didn't have human host bodies were floating and laughing wickedly. Max smiled at him like he was naïve.

"I'm not asking you to allow it Pitch. I'm going to take what I want, and right now I want my independence and my power. You've given me power but the only way to take my independence is to sever myself from you. For that I'm afraid I'll need to destroy you. I'll leave you alive, but you might want to look into some assistance from the Guardians." She spoke so coolly, like she was discussing a business plan. Pitch growled and raised his hand to draw the fearling power from her. She only smiled again, and he looked at his hand in question. "I told you, they don't listen to you. They like me, they like me using their powers. I'm smarter than you, I know how to gain supporters among my ranks."

"You would turn my own on me? You think you have power over them? Attack her!" He demanded of the circling nightmares. They shared look with each other and a ghostly laugh echoed between all of them.

"I tried to tell you." She shrugged.

"This is not possible. You are nothing. You are just some girl with fears to prey on." Max could see that he was more trying to convince himself than the nightmares.

"I was never just some girl. I have an immortal spirit in me. And now I have an immortal body as well and it makes me oh so very powerful." Pitch gaped at her. How had he not connected it! How had he not realized she possessed an immortal spirit?

"Who?" He murmured.

"I don't know, it's been millions of years since I had a name. I've cycled through thousands of bodies and I have to say, I like this one. Pity about my childhood being so messed up. But what can you really expect. People are always drawn to immortal spirits, even the sick sadistic people. Just look at you. You couldn't help yourself once you got your hands on me. You spared me from breaking and gave me this wonderful power, which gave me the awareness of what I am. Without you I would never have realized who I am." He growled slightly, still kicking himself for not thinking sooner. If he had only thought.

"But you are still under my control, you said so yourself."

"My body is under your control, but the fearling power is in my soul, not my body. I'm trapped in your lair as your pet, but not for long." She didn't smile anymore. "I am truly sorry for this. You gave me so much, but I can't use it until I break you. Maybe in the future we can be friends. Restrain him." In an instant the nightmares were on him, so many that he couldn't even comprehend it. He blacked out fairly quickly from the stampeding creatures and they dragged him away to the prison cell that he had put Luke in not too long ago. Max watched them go, deciding to wait until he woke to start.

"My lady." She turned to the fearling that took the closest thing to a human form as it could. "Shall we collect fear for you?" It asked humbly.

"Yes. Not too much, don't be greedy. Enough to feed the troops." She ordered, and it bowed obediently. "No need to gorge when there is so much fear to be had." She murmured more to herself, casting her eyes on the glowing globe in another part of Pitch's lair. "So much fear."

OOOOO

Sandman felt when Pitch was attacked. He could feel the movements of the nightmares even thousands of miles away in his home. They were consuming him and when he was unconscious they dragged him away. But...why would they turn on him? They needed a master, it was the only reason they had spared Pitch after the Guardians defeated him. So if they weren't following Pitch, who were they following?

"Sandy are you okay?" Jack questioned from the perch he had taken, watching Sandy idly. The Sandman had been busily flitting around his library desperately searching for some way to reverse the situation when he had felt the disturbance and stopped cold in his step. Jack floated down to his friend, only to see the concern and curiosity on his face. Sandy noticed Jack looking at him with worry and made a bunch of figures over his head. "You want me to go to Pitch's lair? That would be suicide if he's as strong as he appears right now." Sandy shook his head and made images of the nightmares attacking Pitch. "Why would they do that?" Sandman shrugged.

Jack, after debating it for a moment, nodded and put his hand on the golden man's shoulder for a moment before taking to the air. Sandy was really peeved by the nightmares attacking Pitch, and he didn't think it was concern for the Boogeyman that had him worried. Jack could only guess that it had something to do with Max being a fearling. If the nightmares were turning on Pitch, what was fearling Max doing?

OOOOO

AN: Like I said, the next chapter will be quite fun to write, and I hope good to read as well. Until then, I bit you goodbye. Thank you for everyone who reviews, especially thanks to Paradox Predator for informing me of my mistake with adept/inept.