A/N: I surprised myself, I don't think I've ever managed to write a chapter within 3 days. This is truly a feat of inspired ramblings, but I think it will still make sense. I hope.

Crossover Junkie: This one goes out to you. For your constant support and for reminding me why I find Pitch to be such a fascinating and compelling "villain". For tidbits and facts. For helping me with an idea that I would have struggled with otherwise. I hope you don't mind, I've used a modified version of your idea, the lesson. Full credit for it goes to you. Thank you.

Sandy had geared himself up for one final shot and with an almighty explosion, his dreamsand forced the mine-like shaft open. Where it was once a modest hole in the ground, the former entrance to Pitch's lair now resembled more of a crater.

"Good work, Sandy," North commended, but that was a far as their self-congratulations went. Shortly after the detonation, there was a rumbling from the underground. The Guardians glanced at each other in concern as the noise grew, seeming to rise up from the ground. Bunny's ears twitched in anticipation until they froze and dropped abruptly.

"Everybody take cover!" Bunny ordered. They ran from the entrance and made it into the thicket moments before a swarming of dark masses were expelled from the crater. The Guardians realised with dismay that what they saw were at least a hundred Night-Mares racing off into the night with the intent of doing untold damage.

"What have we done!?" Tooth shouted above the whinnies and shrieks. Jack leapt into action with his staff, trying to freeze or paralyse some of them as they rushed into the clearing. Bunny with his boomerangs, and North with his icy swords, both followed and managed to destroy several on their exodus, and Tooth fought valiantly with her razor sharp dagger. But the Sandman was their most invaluable warrior, who could neutralise them with a single touch. When the stampede had finally dissipated, they were left with the remains of what dark horses they had managed to attack with a dusting of black nightmare sand. Jack rubbed his face in utter regret.

"That was not what I had in mind," he groaned.

"We got some of them though," Tooth reassured him.

"But not all of them," Bunny lamented, "this problem just got a whole lot worse."

"Bunny is right. We don't know how many were out before, but we just released every Night-Mare Pitch has left out into open," North informed them gravely. Their collective distress was evident, but there was no time to lose.

"We'll deal with it later, in the mean time Val is still down there," Tooth reminded them, "come on." She flitted with a hint of uncertainty above the drop before gritting her teeth and free falling down into the darkness that was black as tar. The others glanced at each other with doubtful shrugs before following after her.

They landed in a tumbled heap on the dusty ground where the shaft opened into one of the numerous passages that made up Pitch's labyrinth. Bunny stood and sniffed the air, listening with his large ears. Without a word, he indicated that they follow him. They ducked and dodged stalactites that were, at best, inconveniently placed. Although, Bunny thought, that was probably the idea. After several minutes the passage opened up into a cavern, which they had to admire in unsettled awe for its expansiveness. And there, in the centre of the room, was Valentina with Pitch ever lurking in the darkness behind her. The Guardians defaulted into attack formation immediately.

"Pitch!" Tooth snarled, "You better not have laid a finger on her or so help me-"

"I wouldn't dream of it, Sweet Tooth," he practically purred.

"Don't you ever call me that," she shuddered.

He emerged from the shadows almost gliding, walking hardly with the weight of a true human, or spirit for that matter, which they found subtly disquieting. "Not a fan?" he pouted insincerely, "Well, I know all about being inconvenienced, having to deal with trespassers and what not," he sneered.

"You know perfectly why we are here," North implied.

"Ah yes, your little trouble with my Night-Mares, I've heard all about that thanks to our newest addition," he chuckled darkly. "I'd tell you I had nothing to do with it, but really what's the point?"

"Good, save your breath," Bunny chimed in, "Val, get away from that creep, he's bad news," he advised without breaking his glare at the Boogeyman. But Valentina did not move. In fact she barely managed to look them in the eyes.

"Val? What's going on?" Tooth pestered with increasing concern. Valentina mumbled something under her breath, looking incredibly uncomfortable.

"What did you say?"

"I said no," she reiterated more forcefully.

The Tooth Fairy's face fell in disbelief, while the others looked on in bewilderment.

"What do you mean 'no'?" North interrogated.

"I mean I won't be returning with you. Any of you. I'm staying," she revealed thickly.

"That's insane, are you even hearing yourself?" Jack cried. Valentina took a deep breath and met their eyes with a stony gaze.

"I am staying here with Pitch. There's nothing any of you can do or say about it," she spoke evenly. "I never wanted to be one of you and I never will. You bring hope and joy to the children of the world, fine. I don't."

"Val, please," Tooth begged, "I don't know where this is coming from but we can figure it out."

"That's the thing Tooth, I don't think we can. You told me yourself that there was no reason why I should have been chosen.

"I didn't… you're twisting my words," she stuttered helplessly.

"So, because you didn't know what to do with me, you used me as bait."

"You were not bait," argued North.

"No? What would you call it then, a lure? A trap? " she suggested coldly. "What ever the case, you used me." The Russian could say nothing in return.

"And since the question is always going to be what to do with me, I've decided to take it out of your hands. You won't have to deal with me anymore."

"You rat," Bunny spat at Pitch. The Boogeyman snickered as the Pooka had to be restrained by North.

"Interesting that the rabbit picks a rodent for an insult," he quipped to Valentina with amusement.

"You've done something to her!" Tooth accused.

"Oh I think you'll find our spirit of the hour is perfectly capable of speaking for herself," Pitch assured them. "I've barely said anything."

"I won't hesitate to rip you limb from limb," Bunny said dangerously.

"That's a bit barbaric for you lot," he exclaimed in mock surprise. That was when Valentina truly shocked them all.

"There won't be any need for that Bunny, we have a deal." She was met with gasps of abhorrence.

"Val, whatever he's offered you, it's not worth it. He's using you," Tooth urged.

"No, he's not. In this short time, he's already proven that he values me. He doesn't question, he doesn't doubt, which is more than I can say for any of you," she spat venomously. Tooth looked as if she'd just witnessed a train wreck. "Now, you all need to leave," she commanded. They began to protest in a clamour but she cut them off.

"I will only ask once."

There was nothing more to say and nothing that could be done. They couldn't force her to do anything, Valentina had made her decision how ever ill-informed it was. It hurt them greatly, but Tooth felt the sting most keenly. She and Valentina could have been friends, the best of friends. But just like her fairies and the teeth, Pitch stole something precious from her once more. With a mournful glance over her shoulder, Tooth followed the others.

They were finally gone, and Valentina thought her heart would break. The moment the Guardians stepped into the room, her blood had run cold as ice and she knew she had to act quickly, lest the Nightmare King suspect something was afoot. How perfectly, tragically it had worked.

Pitch began to chuckle softly to himself. "My, my, that was impressive!" he praised. "I wasn't sure what would happen but that! Oh now that, my dear, was truly ruthless." It took every fibre of her being to hold herself together in his presence. She needed to truly convince him if this was going to work.

"They all know I'm not one of them," she reminded him stiffly, "not really. Besides I've found something better."

He smirked with satisfaction.

It came to be that Pitch decided Valentina would need her own quarters, somewhere for her to retreat. It was essentially a disused cavern, cold and primitive, yet oddly she liked that. Pitch had made it clear she was allowed to roam anywhere, being a guest rather than a prisoner, but this would be just for her to use as needed. Of course she knew Pitch had really suggested it for when they, inevitably, became so irritated that they couldn't stand to look at each other, but she appreciated the unexpected generosity all the same. It was somewhere she could be alone, somewhere she could think. She used it at her first opportunity.

Valentina desperately needed to contact the Guardians somehow, to let them know it was all a ruse, that she was still with them despite her peculiar way of showing it. She wished she could have done things another way, one that wasn't so cruel. But there was no time for a briefing, and it was better if they didn't know. It made everything more convincing. She had to admit, even she was beginning to believe the accusations which were indeed 'truly ruthless'. She was a better actress than she gave herself credit for.

Once she was sure she wouldn't be disturbed, Valentina summoned Cupid again. The cloud appeared, with a only a ghost of a face and a far more wispy quality than earlier. Cupid often changed her appearance with Valentina's mood and with her feelings of dejection, this time was no exception.

"I need you to find the Guardians," she whispered to her urgently, "theres something I have to tell them… and apologise for." She reacted happily at being given an errand, and with a puff, Cupid evaporated. It would be a while before Valentina heard anything. Given her exhaustion from being so emotionally and physically drained, she found a little nook in the craggy face of the far rock wall and curled up. She didn't sleep exactly, spirits didn't need sleep. She did close her eyes though and let her mind drift.

She thought of her status as a Guardian, how big a responsibility it was and how she was yet to do any good for the children. But she was doing something by trying to keep Pitch at bay, right? The Guardians always seemed to be able to do the right thing by them. They knew what they were doing… What can I do?…Their faces when she so brutally rejected them swam across her mind's canvas, she felt so guilty. She didn't know if they'd forgive her but she had to try. Perhaps if she could make them understand… Pitch… Pitch Black. Charismatic and frightening in equal amounts, but there was a yearning for something else. He was an enigma, confusing and compelling, who was driven by one thing… What was it like to be believed in? To be seen, and heard, not walked through as the world passed you by. Doing so much and getting nothing in return. What was it like… Bitterness, fear, anger. Bitterness, fear, anger… Loneliness. A whirlpool that dragged you down, a tide too strong to swim against. There was nothing, not even darkness. She was drowning… drowning…

Valentina

She let out a choked whimper, with eyes shut tight as she buried her face in her arms. She hadn't heard the footsteps coming in, nor did she see the hand that reached out toward her.

"Valentina"

She felt someone take hold of her shoulder and shake it gently.

"Valentina."

She gasped and her eyes flashed open. Standing before her was Pitch with an unreadable expression. He didn't quite seem to know what to do with himself.

"What are you doing here?" she gulped as she tried to swallow the lump in her throat.

He shifted awkwardly, an oddity for someone who just earlier commanded a room with ease. "I heard you. I probably shouldn't have come in."

She grunted in agreement, wiping her tear stained face. "Yeah, you might have been on to something there," she sniffled.

"You sounded distressed. You were scared." There was the faintest hint of concern on his face. That certainly took her by surprise. The Boogeyman, concerned?

She gave him a look as she uncurled herself. "It's fine, just a bad dream or something," she dismissed apathetically. Pitch frowned to himself not intending for her to notice. "Oh, I didn't mean it like that," she back peddled, "it's nothing," and grimaced as she dug herself a deeper hole, "…oh no."

"Just a bad dream," he repeated.

She sighed, mentally kicking herself, and started to fuss over the dust that had been collected by her skirt to avoid his glare.

"Don't fret, I think I've had enough time to get used to that one." She glanced up and instead of facing his trademark scowl, the corners of his mouth were upturned in amusement, another surprise. Granted, it was at her expense.

"What is it that frightens you?" He queried.

She ceased batting the dust out of her clothes. "I thought you could read people's fears. 'It's the one thing I always know', she mimicked in an abysmal accent, "isn't that what you said?"

"I don't sound like that," he retorted indignantly, to which she cracked watery smile. "I did," he agreed eventually, "and I can. But I want to hear you say them."

She gave a short mirthless laugh and baited, "wouldn't it be more impressive if you told me them, since you're not supposed to know?"

He exhaled sharply, rolling his eyes. "I'm not about to showoff when I have nothing to prove," he answered abruptly.

"Funny, I thought you liked all that," she snickered.

"This is different," he stressed. His brow furrowed in thought, and then rose as an idea struck him. "Come with me," he beckoned, "I want to show you something."

He led her back out to his globe room with it's ruined Corinthian pillars and eerily suspended cages, which Valentina thought best not to ask too many questions of. She now noticed everything was tilted on a slight angle, and yet Pitch walked the gradient in a way that defied gravity. It explained why she had felt rather unsteady when she first arrived and she had to admit it was an ingenious optical illusion.

"Wait here," he instructed her, and positioned her at one end of an uneven walkway with himself at the other.

"What are we-"

Valentina wasn't able to finish her question, for as she spoke, Pitch fired a blast of nightmare sand that spiralled like a corkscrew right for her. She yelped as she dodged out of the way.

"What the Hell!?" she screeched. He didn't answer, only summoned yet another twister, bigger than the last, that came far too close for comfort. He was frightening her now, with a black, wolfish snarled that could curdle dairy and that made him look every bit the villain she had been warned of. He cackled deviously.

"Pitch, you're scaring me," she cried. What a stupid thing to say to the Nightmare King, she realised immediately.

"So what are you going to do about it?" he challenged.

"I… what?"

"I said…" He raised his arms, controlling a sheet, no, a wave of the black, iridescent sand. "…what are you going to do about it?". It came towering towards her.

"Better think quick," he called.

Instinctively, she threw her arms out in front of her and formed a shield that had the same wispy quality as Cupid. It worked, the sand crashed around her with no damage done thanks to her shimmering force. As quickly as it built, the sand disappeared from the space and his scowl evaporated with it.

"Well," Pitch chuckled, enjoying himself too much for Valentina's taste, "that wasn't terrible."

"You really are a maniac," she told him, not finding his stunt the tiniest bit amusing.

"A calculated maniac," he corrected, and strolled to meet her half way.

She shook her head in derision. "What in Moon's name was that for then?"

"Consider this the start of your training," he suggested.

"You're actually going to help me," she remarked dubiously.

"Of course!" he said as if it was the most obvious thing in the world, "I never go back on my word." His amicability seemed to veil a threatening undertone. He was taking their deal seriously. "The exercise we just completed was to demonstrate my first lesson. Or at least it was supposed to," he reflected drearily.

"And would that have something to do with me?" She could already guess the answer.

"When confronted with a situation in which most creatures would consult their fight or flight response, you chose to freeze," he assessed with a mirthless grin. "Now, your reaction did not assist this presentation at all, thank you very much, but it does show me something rather critical."

"Okay," she prompted.

"You let your fears get the better of you, but that's not all, there's something darker there, an anxiousness. You're sacred by something. You feel feel frightened. Your heart rate gets faster, your palms become clammy, you breathe in short rapid breaths. Theres a tightness in your chest, a sickening of the stomach. You take in everything around you, overloading your senses until it confuses you in a blur. Then the doubt sets in. The sickening has become a knot of tension. The panic you feel becomes overwhelming, blocking out any shreds of rationality. You're left paralysed in terror as your mind races unrestrained! - Sound familiar?"

Valentina suppressed a shudder. What Pitch described had taken her back to that dark place, when the horses were upon her, when she felt herself drowning.

"That sounds about right," she agreed solemnly. For as long as she could remember, beyond her time as a spirit, she'd had an underlying anxiety. It was worse than just feeling nervous and stressed. It gnawed at her attention, making its presence known for the most obscure reasons. And although some days were better than others, it followed her as surely as her shadow did. She seldom told anyone, not that she'd really had someone to tell, but she presented a confident front as often as possible. However there were some situations when even she couldn't hide her inner demons.

"It doesn't have to be, you know."

"Perhaps you can teach me how to ignore it," she hypothesised. Of course! Pitch would help her finally put a stopper to this curse that plagued her mind.

"No!"

The sense of relief vanished.

"You should never suppress your fear," he warned ominously, "but we'll get to that later."

"But how am I supposed to be of any use to anyone if all do is freeze?" she questioned in dismay.

He twirled his index finger and wisps of black sand materialised around it. Each granule swirled in its own messy orbit until they gathered in the form of a sphere, perfect and round, balanced on the tip of his finger.

"You learn to control your fear rather than let it control you," he said simply, "which brings us to lesson one: Fear does not have to be your enemy." There was that look again. A plea that only his eyes betrayed. As she looked more carefully, she now noticed they were not just a greyish brown like she had first thought, but also had flecks of bronze and gold that glimmered in the half light that filtered it's way into the underground space from an unknown source.

"You say that like it can help me," she comprehended.

"In some instances it most certainly can," he assured her. "That response I mentioned before, it fills you with adrenaline. Heightens the senses as well as your natural physical capabilities. It is there to help creatures survive."

She crossed her arms and jutted a hip to the side. "You seem to have some experience with it."

"Of course. It's my job to inspire that response in them." He flashed his jagged teeth in a pointed grin. "My dear, I AM fight or flight."

And Valentina was reminded once again of with whom she was dealing.

"So the bottom line is that it can have its uses?"

"Over the centuries I've discovered as much, yes. For you see, if there isn't enough fear, the creature becomes complacent, it looses its instinct to protect itself. But too much," he glanced at her, "the creature's fear response is overreactive, and that fear grows, manifesting in the mind. It's not healthy, and can never be ignored. Despite what you might think of me, that fear is not pleasant, to them or me. That's why I endeavour to exist in that happy, or perhaps unhappy, medium." He snickered at his own joke but stopped when he realised that not only did Valentina not appreciate it, she was entirely absent with a vacant expression. Her arms had fallen languidly from their fold and he realised with some regret that he may have upset her.

"Valentina?" He coaxed her back to reality and her green eyes flickered in recognition. "it can be fixed. You are not damaged and it doesn't make you weak," he assured, reading her fears that rolled over to him in waves.

Valentina felt a silent tear slip down her cheek. She rarely considered finding a solution because as far as she knew it didn't exist, she had always just dealt with what she thought would always be. She had accepted herself as the spirit of love, who opened the hearts of others, who could never seem to spare a kind word for herself.

"It can be fixed, you have my word."

And without warning, she crumpled into his chest, heaving ragged breaths, all of which shocked Pitch. And despite his disposition to push anyone away who came near, he let her stay there for a good, long time.