Colleen was absorbed into her memories as she watched them dance before her eyes.

Pitch sat quietly in the shadows of Tooth's palace. Perfect opportunity to strike! Let her remember all the fear and sadness from her past. He sent a stream of black sand towards her.

The girl became paralyzed with fear as she remembered another memory...

"I DON'T BELIEVE IN YOU ANYMORE!"

Pitch heard the 12-year-old girl yell at Jack Frost. He had been watching her for many years since her visit to his Lair. He haunted her dreams. He tried to scare her-but that little frost spirit always brought her joy. Not to mention, increase her belief in the Guardians. Yet, he could sense there was a dissatisfaction with her. It was there-tiny, but it there.

On the day that Colleen's grandmother had died, he overheard the young girl reject Jack Frost. He didn't know the whole story, but he'd find out later. He was pleased that she was starting to lose her belief.

Over the next few days, he would create her nightmares, spun with her fears: her friend would never come back. He had left her. Despite her nightmares, Colleen continued to look for Jack-but she couldn't find him. Her hope remained. She looked and looked-but he never did come.

Colleen sat in her room, crying after another failed attempt to find Jack. Her heart filled with hurt. What she had done had made it come true. Her friend had left for good. All that she had loved and believed in was gone forever. She had lost two important people in her life, now Jack.

"I'm sorry, Gram," she wept. "I don't believe in anything anymore!"

She buried her head in her pillow, crying hard. Pitch watched from the darkness of her closet, hearing those wonderful words. It pleased him when a child no longer believed in the Guardians-filled with fear and cynicism. The light went out on their globe. The Guardians would feel that pain of a lost light. The Big Four always accepted that the time would come that a child would grow up and stop believing in them, but that didn't mean they forgot. They told their children about them, earning more believers. Yet when a child was bullied into growing up or told at such a young age that the Guardians didn't exist, the pain was even worse. When they rejected their belief in them.

Pitch decided it'd be time to make the unbeliever rise up. After all, this one was one of his favorite children. The Guardians didn't bring her the one thing she had wanted for a long time, leaving her with dissatisfaction. Pitch felt sorry for her. He promised he would give her everything she wanted-he wouldn't let her down if he brought her into the darkness. He would spoil her until the time came to bring his Dark Age again. He would make her the greatest fearling ever.

Yet he had to plan this out very carefully. She didn't believe in the Bogeyman. While the first step was completed, he wanted to make sure the timing was right. Make sure she was completely broken. Make sure she gave in to her fear.

The day after school, Colleen decided to skip her usual Friday meetings with the Guardians of the Guardians Club. After the incident with Pitch Black, the Nightmare King, the neighborhood kids decided to form a club to watch out for any signs of Pitch coming back. Lately Colleen had been having nightmares since Jack was gone. She had looked for him every day, but she decided to keep it to herself since it was her mess and she had to fix it.

Jamie became concerned with Colleen since her grandmother passed away. He was sitting in science class with her when the principal came in and asked for Colleen to step out into his office with a look of concern. The blonde haired girl was gone for the rest of the day. He tried to call, but Colleen's father, Lt. O'Shea said that she wasn't available right now.

She was gone for about a few days. He stopped by to find a sorrowful girl answering the door, dressed in black. She sobbed and told him her Gram had passed away and that there was a lot of stuff for them to do while they were planning her funeral. Jamie could see that the house was full of boxes with clothes, papers, books and things. Gram Aileen had lived with Colleen after her mother died to take care of her.

Now she was truly alone. Her father certainly wasn't any kinder.

When she returned to school, her demeanor had changed. She isolated herself from her friends. She told them she still was not ready to play with them. Of course, they stopped by and called when they could. She never responded.

"COLLEEN!" called Jamie.

Colleen whipped her head around to see the brunette boy who lived two doors down from her. He was panting and out of breath.

"You didn't forget our meeting today, did you?" he asked.

"What meeting?" she said.

"Our club meeting. We're doing asking if anyone had nightmares lately."

"I'm not going, Jamie."

Jamie's brown eyes widened, stunned. "What? Why not?" he asked. "You're our Vice President."

"Not anymore," she said. "I've decided to quit."

"WHAT?!" Jamie exclaimed. "But this club was YOUR idea! You can't quit."

"And it was a STUPID idea!"

Jamie felt stunned even more. "No it wasn't! Everyone thinks it was a great idea. What's wrong with you?"

"I SAID I am not going to be part of your stupid club anymore. I QUIT!"

She stormed down the street, leaving a stunned and hurt Jamie standing in the street. He didn't understand anymore. Why was Colleen being like this? This wasn't like her at all. He walked back to his house with a heavy heart.

Jamie felt his heart hurt when he heard his friend's harsh words. The neighborhood kids were sitting in Jamie's tree house, waiting for their first meeting to begin. They were sitting around, chatting excitedly about stuff.

"Hey, Jamie," said Pippa. "What happened?"

"And where's Colleen?" asked Monty.

Jamie lowered his head, looking sadly at his friends. "Colleen quit," he announced sadly.

"What?" the twins, Claude and Caleb exclaimed.

"Why? What happened?" asked Pippa.

"She said she doesn't want to be in our club anymore."

"You know, she has been acting very distant lately," Cupcake commented. "Ever since her grandma died, she's just shut down."

"I know," said Pippa.

"I don't think her Dad's been any help," said Jamie. "I met him once when Colleen stayed over one time. He's...scary. He seems really mean."

"Well, he IS a soldier," Monty pointed out.

"True, but he could drop the serious act once in a while," Jamie said. "And Colleen always said he was strict. Plus he hardly ever came to any family events at school. I'd see her with her grandmother. Whenever I asked her where her Dad was, she'd just say 'oh, he's working'."

"I kinda feel sorry for her sometimes," said Pippa. "Can't be fun having a Dad that works all the time."

"Well...what do we do now?" asked Caleb.

"Let's just do the meeting. Who want's to be Vice President?" Jamie said.

"I'll take it," volunteered Cupcake.

"No! I want it!" argued Caleb.

"Who says YOU get to be?" argued Claude.

"I say we vote," said Monty.

"Alright," said Jamie. "We'll hold a vote tomorrow. Let's just start the club meeting..."

Colleen felt the fear and sadness wash over her as she viewed her memories. The regret for cutting off contact with her friends.

Pitch chuckled as he enjoyed the female soldier's fear. He decided to throw in her worst fear. The one memory she didn't like to see. The three shadows with golden eyes. The shriek of a Banshee. The hoof beats of the dullahan. Colleen began to whimper. Remembering the news of her mother's death. She recalled a nightmare as a child with a shrieking banshee and the headless Horseman riding his wild black horse as it stole her mother away in his cruel grasp.

A group of fairies flitting by saw the Nightmare King's eyes glowing in the dark of an alcove. Tooth's feather's fluffed as she sensed something wrong. Her eyes widened when she realized Pitch was here.

The Mini Fairies saw that Pitch formed an arrow with black sand, aiming for Colleen. Sensing danger, they swarmed around him, pecking furiously. He yelled, trying to swat them away, accidentally releasing the arrow; it struck Colleen in the head. Suddenly the girl let out a scream, one mixed with pain and fear as she viewed her fears in the face. The scream came out supernaturally loud and high; it hurt everyone's ears. Jack stumbled back, clutching his ears as well as Tooth; her feathers on her head lowered. Even the Mini Fairies were shrieking in pain. The palace began to rumble and shake from the high-pitched shriek. Her teeth became sharpened. Her skin had a sickly grey color. Her fingernails elongated into claws.

"Wake up, Colleen!" Jack said, desperately.

Colleen's eyes snapped opened; Jack nearly jumped back as he saw they were now a golden color like Pitch's. She looked at him with a mixture of rage and desperation-as almost one half of her was angry at him and the other was pleading to help her.

"Help me, Frostbite," she whispered.

She collapsed in exhaustion. Her brain was pounding.

"WHAT DID YOU DO TO HER, PITCH?!" Jack shouted enraged.

His icy heart filled with rage; it caused the ice to spread all over the alcove-freezing the pond and the grass and the trees; it climbed up the walls of Tooth's palace. Even the Mini Fairies were shivering.

Tooth flitted towards the alcove where the Nightmare King was hiding. She saw her fairies pecking and swarming around him. He swatted furiously at them, feeling the sharp stabbing from the pecking.

"Nice job, ladies," said Tooth. Then said angrily, her wings beating rapidly, searching for him. "Pitch! How DARE you corrupt her memories, Pitch!"

"Not my fault this wonderful young lady has such delicious fears and such sad memories," Pitch taunted. "I was just helping her remember."

"Stay away from Colleen, Pitch!" Jack said angrily;

"Why do you care?" Pitch said, phasing to another part of Tooth's palace. "Colleen doesn't believe in the Guardians. She hates all of you...well, she WILL eventually. You failed her. You all failed to bring her hope, her wishes and dreams."

Tooth felt a twang in her heart briefly, but brushed it off. What Pitch said was true, but it didn't matter now. What mattered was the present time.

"Just GET OUT or I'll have all my fairies swarm you!" Tooth threatened.

"Fine. But I'll be back for your precious little believer...or should I say, unbeliever?"

Jack shot a bolt of ice at Pitch, but it missed as he disappeared into the shadows. Tooth knelt by the unconscious female soldier. She looked horrified as she discovered a black stripe had formed in her blonde hair. She knew this wasn't good. Jack looked for Pitch, seeing he was gone before returning to his friend. He was scared more than ever.

"Oh no..." Tooth gasped. "This isn't good."

"What...what did he do?" Jack asked, reaching for Colleen's head.

Tooth slapped his hand away. "Don't touch her. We have to get her to North and Sandy. Alert the Guardians, Jack. I'll stay here with Colleen. It's important that no one touches her."

Jack nodded and flew off. His frozen heart pounded in his chest with fear and anger. He swore he would get Pitch for what he did to his best friend. He vowed he would freeze the Nightmare King's lair into an eternal winter.

"Hold on, Colleen," he whispered to himself.