A/N: It's like 2am, I just finished this, and against my better judgement I'm gonna post. I'll probably read it tomorrow and be horrified. So if you come back and find things have changed, that's why.

Crossover Junkie: I have had no time to listen this week, believe it or not, but I will get on to that first thing tomorrow. Thanks for the suggestion :)

Toothiana did not return with the others to the North Pole that night. In despondency she retreated to the Tooth Place, which was losing its polished gleam with each hour as more children fell victim to the Night-Mare's rampage. Thankfully however, their progress seemed to be slowed by the fact that the fairies were still active, bringing money to children in exchange for their precious teeth and the memories they contained. It had bought the Guardians invaluable time, and with Christmas only 24 hours away, there was a strong chance that the Night-Mares would be thwarted by sheer belief from the kids alone. In any case, it gave them room to consider the most recent of shocking developments.

For Tooth, Valentina's rejection had been particularly painful and part of her refused to accept it. She had implored that they return to remove her from that place, be it by choice or sheer force. But as Bunny had aptly put it, if she was 'whacked' enough to think Pitch was actually on her side, then she deserved whatever was coming to her.

Between the pooka's constant switching between polarised opinions, and Valentina siding with Pitch, nothing was making sense. And then there was the Boogeyman himself. He said he had nothing to do with the mysterious happenings. Although surely it was just another of his mind games to scare them in to some sort of paranoia.

She was so lost. Her logic told her that Valentina was good in her heart, Manny would not have trusted her with this role otherwise. But to have such flawed reasoning makes her a danger to the cause- Tooth's train of thought stopped in its tracks. The accusations hadn't just been an overreaction, she realised. Valentina had truly felt scrutinised and as evidenced by her own judgemental thoughts, she could now see why.

"How could I have been so oblivious?" Tooth's doleful whisper caught the attention of her fairies, her highest in command flittering over to where she had sunk to the ground with arms wrapped around herself. They did their best to comfort her, and although she appreciated their concern, the Tooth Fairy waved them away, wanting to be left alone.

So engrossed by her introspection was she, that she didn't notice the emerald and turquoise bands of light that illuminated the sky outside. Nor did she see the frosty haired boy who flew in silently an hour later, landing on a perch above her, in search of the missing member of their team who failed to show. He instantly felt rather than saw that she was upset. There was a great sadness that bittered the atmosphere and tugged at his heart, breaking like a wave that left him chilled and disheartened. He descended to crouch before the forlorn Tooth Fairy

"Hey," he said quietly, "I was wondering what was keeping you." She looked at him with a small, sad smile, which soon fell back to it's melancholy thin line. "Do you want to talk about it?"

She nodded her head slightly, but then shook it, not being able to decide. She felt if she opened her mouth it would all come flooding out and she wouldn't be able to hold back the tears. "Jack," was all she said but he understood. The winter spirit took her hand and squeezed it comfortingly in his, although he was conscious of how cold they must have been to someone else. Tooth, however, hardly noticed.

"It's my fault," she sniffed and stared at the spiralling quadrangular patterns on the floor that blurred as her eyes brimmed with tears.

Jack's brow furrowed in confusion. "What do you mean, how could anything be your fault?"

"I told her she shouldn't have been chosen," came the un-fairy-like croak. This revelation did nothing to ease Jack's bewilderment. Such a thing would have been completely out of character for her.

"Hmm," he reacted in mock thoughtfulness, "yes I suppose in that case it would be your fault," he agreed, which earned him a wounded look. "But you know, I don't think you said that," he said with a teasing smile. "At least not in those exact words." She peered at him inquisitively. "Tooth, I know you. You're the most kind hearted, understanding and supportive person I've ever met. There's no way you would have told Val outright that she shouldn't be here," he reasoned, "so what did you actually say?"

She thought carefully, replaying their conversations from earlier. "...I said I didn't know why she was chosen," she realised.

"Which is completely different to saying she shouldn't have been!" With a finger he gently tilted her chin up so she would meet his maple eyes with her violet ones, which caused her to bite her lip in a shy smile. "I get that with everything going on right now it's really tempting to play the blame game, and even easier to just chalk it up to something you did, but it's not your fault. If anything, our biggest problem is me for having the bright idea of trying to break in." Jack grimaced as the memory came back to him.

"I won't have you saying that either, Jack Frost," Tooth berated fiercely, "you did everything with the right intentions. We all make mistakes, but like I said to Val, nothing you do is truly unforgivable if you did your best."

He shot her a lopsided grin. "Aha! There's the Tooth I know," he laughed, to which she rolled her eyes with a begrudging smile.

"I thought I'd gotten through to her though, or that we'd reached some kind of understanding. She was so concerned about doing her best, it just doesn't make sense why she would do something so drastic. I guess even more than that, I thought we were friends."

The hurt in her voice hit him like a kick in the gut and for a moment he was angry. Angry at the Night-Mares, at Pitch, and most definitely the Guardian of Love who had shown her self to be anything but. Still, he willed himself to be rational.

"I'm sorry Toothie. You're right, it doesn't make sense. But whatever the case, it's not your fault." His hand tightened to a clenched fist. "We're going to get some answers or I swear…"

"Thank you Jack." She wrapped her arms around him in a grateful hug and he did the same. When they pulled away slightly, Tooth was stuck by the tender kindness that she saw in the frost spirit's face. The warm gaze, the reassuring smile, the glistening snow-white teeth… she sighed before coming to her senses and blushed awkwardly, conscious of disgracing the uniform. What a bothersome code of conduct.

"Was there something else that brought you here, Jack?" she enquired, remembering how he'd dropped in unannounced.

"Besides sensing that someone around here was in need of a little cheering up?" With a wave of his hand he commanded bright, little snowflakes to fall softly around them, one of which landed on the tip of Tooth's nose endearingly and made her giggle. "Actually I did," he said in more sobered tone, "North called us all together, but when you didn't show up I came to find you." Tooth looked outside to see Aurora Borealis dancing across the night sky.

"Oh no, I'm so sorry! I didn't even realise. Why didn't any of you say something?" She turned to her fairies who shrugged in reply; they had tried several times. "Oh well, that one was definitely my fault. Come on Jack, we better get going."

She flew out of the palace with the frost spirit closely following behind.

"Hang on," he stopped her, "I can get us there quickly. Do you trust me?"

She laughed, "of course I do."

"Ok, grab my hand," and he clasped hers tightly in one, with his staff in the other. "Wind?" He called out, "take us to the North Pole!"

They were anticipating the wind to catapult them into the atmosphere, but the gentle breeze was barely raised raised to a gust and merely nudged them as they hovered.

"That's not right," Jack muttered, "Wind! Get us out of here!" Again, the breeze only stirred slightly. "What's happening to me?"

A look of horror crossed Tooth's face as she felt her wings becoming tired, struggling to hold herself aloft."The children! It's happening all over again. We need to get to the North Pole now," she cried. Suddenly she was incredibly grateful the Jack still had a hold of her hand.

"It'll take too long with out that boost though." He scraped his hand through his hair in distress, trying to think of a solution.

Tooth's eyes brightened as an idea came to her. "I have a way," she revealed, "It's going to be tricky, but I think I can at least get us close."

He shot her a look of trepidation. "What's that?"

"Do you trust me?" she asked him, all humour gone.

He barely had to consider his answer. "Always," he affirmed.

"Then hold on tight to me," she ordered and he grabbed her arm. Jack looked at her in confusion as she grimaced, and then gasped as the world around them disappeared in bubbles of pure light.

Her tears had long since dried when Valentina finally came to her senses. It was like stirring from sleep a little dazed and then coming to a shocking realisation that wrenches you awake. Pitch still had a hold of her, they were now reclined against the low rise of the cobbled walkway's edge. But his embrace wasn't with the roughness he'd done so before. This time it was carful, cautious even. Above all, it was comforting. She shifted slowly and turned to face him, finding he was already observing her with an attentive curiosity. She met his eyes. Definitely golden, she thought.

"Thanks," she mumbled, "you didn't have to do that."

He smiled slightly at the irony of it and shrugged. "My dear, you were practically all over me, I did feel a slight obligation," he chuckled and Valentina cringed out of embarrassment. "I might be the monster that haunts the underside of beds, but I'm nothing if not a gentleman."

She scoffed, "A true gentleman would never let a woman stay so close to him for so long."

"Indeed," he mused, "I seem to be out of touch with propriety." His facial features slipped into a devilish grin as he laughed to himself. "Perhaps I'm not after all"

"I'm glad you're not."

Pitch gave her a strange look and she felt her face growing warm at the unintentional slip up. Time to change the subject. Hurriedly, she got to her feat which were a little unsteady after being still for all that time. Pitch was almost weightless by comparison in the way he erected himself. There was no stumbling, there was barely gravity. It was a most curious thing to observe.

"I'd like to try it again." Pitch continued to stare at her perplexedly. "The training, I mean," she added hastily.

"That's enough for one day," he dismissed wearily as he strolled past her, with his hands clasped leisurely behind his back.

Valentina frowned at his offhandedness. "But we barely started. I thought you said you would help me." His indifference had evoked a frustration in her that she found difficult to control, only made worse by the way he blatantly ignored her. "Is that really all you've got?" She called angrily after the calmly retreating cloaked figure, daring to confront him. Reason told her he had a point. But she didn't want to listen. "I guess I was right, there's nothing you can really teach me," she yelled.

Pitch was quicker than a whip to round on her. In an instant he was everywhere and nowhere, a shifting of the shadows, a silhouette on the walls. His enragement was a distorted, deafening whisper in her ear.

"What did I say about testing my patience?" She could almost hear the sneer that would have been carved on his pointed features. "I said I would help you, and I will. I remind you that I never go back on my word. But so far, our simple exercise has resulted in discomfort for both of us and my enthusiasm has since dwindled considerably. There are many more things I could teach you, Valentina, but I refuse to do so until I believe you are ready. And I will not be bullied into submission by petty insults!"

The Guardian stood small against the multitude of towering figures that crept along the high walls of the cavern.

Discomfort for both of us. What had she expected, other than resentment from the Nightmare King? She was filled with remorse at her complete loss of control. Truthfully, she had no idea what caused her to snap. These uncontrollable outbursts were becoming more frequent and worrisome with each incident. She retreated with careful backward steps until she bumped into something solid and stifled a scream when she found herself face to face the furious Pitch Black, who seemed to have grown in height. He leered down at her with venom piercing his glare.

"I can easily become your worst nightmare, so I advise you to tread lightly," he hissed through jagged teeth.

"You don't need to, I'm already living it," she cried, "You have no idea what my life is like."

Pitch became deathly still, not once breaking his withering gaze.

"Are you quite sure?" His jaw was so tightly clenched, Valentina thought it might surely break.

"You think I don't know what it's like to watch each miserable day go by while the chosen ones get to frolic among their precious believers? I have existed in this world for millennia, long before the Guardians came into being. There was a time when I had more power than you could possibly imagine. But because there are those whom misfortune will always follow, one day the balance was tipped out of my favour. The Man in the Moon was no longer just an observer of mortal affairs as he had always been, but an equivocator. He appointed his minions, the do-gooders, the heroes to children everywhere. But let it be known that he failed to create an even playing field. I wasn't just opposed, I was replaced with dreams and light. Squashed into dark cupboards, left for dead under beds, suppressed beneath the delirium of joy and happiness. 'Oh, it was nothing but a bad dream, there's no such thing as the Boogeyman!' His voice caught, revealing the rawness of the pain had experienced. When he proceeded, there was a torment that could plainly be heard.

"You think you're the only one who knows what it's like to not be believed in? To have known rejection, to feel worthless? To be afraid that for the rest of your sentience, no one will understand your true worth?"

For the first time, Valentina could see with absolute clarity what lay in Pitch's presumably cold heart. It wasn't callous hatred for the sake of hatred that spurred him on. He was driven by necessity. He needed the belief of children, not for power, but mere existence. But what struck Valentina the most were the other desires that stirred in his chest. More than anything he longed for validation and solidarity. His was the loneliest heart she had ever encountered, rife with anguish and sadness. His true desire was companionship.

"So you really do know people's darkest fears," she muttered. "I'm sorry, it was naive to say that," she apologised quietly.

He was taken aback by her sudden change in demeanour and calmed noticeably. In fact he was almost stunned. "And I too should apologise," he admitted begrudgingly, "there are better ways to deal with things other than flying off the handle."

In light of their mutual remorse, Valentina decided to come clean. "You know, I was kind of bluffing before," she revealed sheepishly.

He frowned at this cryptic twist in conversation. "Bluffing?"

"I said I could read your heart and all its desires. If you recall, it's something of a specialty of mine.… well not quite this time. Yours was by far the most difficult to read I've ever come across. But now I think I've really seen what's there."

Pitch made a deep, guttural grunt of disapproval in the back of his throat.

"It took me longer than usual to get right, there's a lot of… stuff…going on here." She gestured vaguely to all of him. "But I've seen them and I know they exist. They show me you are not who I first thought you were."

He didn't dare ask, didn't want to know. He felt completely disarmed by how transparent Valentina had made him sound and shifted uncomfortably, crossing his arms in a last feeble attempt at concealment."Why only now?" he queried irritably.

"You allowed yourself to be vulnerable. Normally that's not even an issue for me, but you're…" she paused, deciding how best to say this, "…well, an unusual case."

Valentina's skills for deduction were proving to be more inconvenient the more Pitch became familiar with them. He hadn't intended anything, certainly nothing that would lower his defences, but it happened anyway. He hadn't meant to, had he?

"Have you always been like this?" She asked.

"What, weak?" he answered defensively at her intrusiveness.

"No. Lonely."

He started in surprise; evidently not what he'd expected. "Loneliness isn't something I should have to endure," he said bitterly. "I didn't always look like this," he gestured to his own body, "but I became so fascinated by human kind that I took their form for my own. I had no idea that I would be cursed with their ways of thinking, or their capacity for feelings." He drew the word out, as though it had a revolting taste that sickened him.

"Feelings aren't so bad," Valentina rebutted nonchalantly, "one of the most unique things about humanity is the complexity of their emotions. I mean, two people may detest each other at first, but eventually they might find common ground. And because of their ability to empathise, they're able to see where the other is coming from. Their commonalities become a camaraderie, and through that bond they grow to care for each other." She looked at him intently. "It's actually kind of inspiring. Surely you would have seen something like that if you admired them so much."

"Perhaps," he pondered, returning her gaze, "sometimes it's easy to forget."

Any pre-tense that might have existed before was gone. Everything was finally on the table and they were able to see that between uncanny powers of perception, a longing for companionship, and a tendency for unpredictable tempers, perhaps they were not so different after all.

They were still standing almost an arms length from each other. As Valentina studied his face for recognition of what she had meant, she noticed little black specs of sand had settled on his sharp cheekbones. Without thinking, she moved to brush them away and had barely grazed his cheek when they were drawn away telekinetically. In a thunderstruck fascination she waved her hand, prompting the granules to weave through her fingers.

"How did you do that?" Pitch stared in bewilderment.

"I don't know,' she breathed. The sand settled in her palm. She could feel it tingle with an electric energy, calling to something deep within her. She could sense more of it coming from where Pitch stood. "I just…" In a single beckoning motion, Valentina pulled all of the residual nightmare sand that had made an unwelcome home among his hair and clothes. The resulting black cloud intensified, gathering in the cup of her two hands, and as it did, her feelings of astonishment gave way to something much more sinister.

Pitch relished in the sense of freedom he now felt. It was as though he could actually think clearly without being shrouded in a cloaking of malice. That wretched sand that he could never get rid of had plagued him for far too many years and was finally gone. He had meant to do something about it much sooner, but he hadn't the strength before, and when he did he forgot in the midst of more pressing matters. Oh, he was still the Boogeyman alright, just with a new sense of clarity. And in the eyes of the Boogeyman, Valentina's sudden affinity for dark magic was not only confounding, but concerning. For the Spirit of Love to have a command over fear, it went against the nature of who she was supposed to be.

"This isn't what I meant when I said to control your fear," he said in bemused hesitance. On one hand, he now had a concrete skill that he could help her hone. On the other, it presented a mystery that needed some answers. Keeping her anxieties under control was one challenge he would have looked forward to, but this… he wasn't sure how he felt about.

She continued to wield the crystallised nightmares with what Pitch noticed to be an entranced, power hungry look.

"Ok, you've shown off enough, give it back," he chastised impatiently, as thought he would a child.

But Valentina didn't stop. Instead she looked to him with a chilling smile. "Oh, my dear Nightmare King, now why would I want to do that?"

To his horror the colour began to drain from her face, turning her olive skin the colour of ash. Just like his.

No, this wasn't happening. He would not allow it. He might be all for frightening children, but he was no anarchist. If there was one thing six years of bitter introspection had taught him, it was that there had to be a balance. Therefore there had to be a spirit of love who still remembered what love was. If he let this continue he could take a well educated guess at the consequences. With more effort than he realised he would need, Pitch removed the nightmare sand from Valentina's control. She glared at him in rage. With a flick of his wrist he disposed of it.

"Give it back!" she screeched.

"Absolutely not," he refused calmly.

"You'll regret this," she threatened. Pitch was caught off guard by the dangerous flash of something alarming, something he hadn't seen in anyone but possibly himself; true malicious intent. Valentina prepared to attack by raising her hands out in front of her. Her palms began to glow and he reluctantly readied himself for a counter strike. He now realised he couldn't teach her how to use nightmares, it would destroy her before she'd master it. Suddenly the glowing dimmed and it was as though she no longer had the strength to keep her arms up. They sagged to her sides and her knees buckled. She dropped to the ground with a dull thud.

"Valentina!" He was overcome with concern and although he would never admit it aloud, he had become rather fond of the unpredictable and at times, infuriating young woman. At any rate, he did not want to see her hurt and rushed to her side. The deathly grey had disappeared from her skin, but it was still pale and dark shadows encircled her eyes. Her eyelids fluttered weakly as she came to.

"Valentina, my dear, talk to me," he urged, brushing the hair off her face with careful fingers. Her eyes gazed at him blankly as her brain most likely tried to make sense of the world again. Her brow furrowed in a frown.

"You sounded sincere that time," she rasped weakly.

Relief. She was going to be ok. "What?" he asked in a mixture of confusion and slight amusement.

"Whenever you say 'my dear' it's sarcastic. But not that time," she muttered with fatigue as she closed her eyes again. It made him stop to think. He had been sincere, and he had been afraid when she'd begun to turn. Not for his sake, but for hers. He finally realised why there was the need to help this girl. From the moment he'd met her he'd felt an urge to care for her, protect her even. When she had broken down crying, it hadn't been a from letting her near that had made him most uncomfortable, it was the pain she felt that had pierced his soul. He realised with an internalised groan that he might actually have feelings to muddle through, and some of those feelings might just be for her. As he sat there on the ground next to her exhausted body, he decided to gather up the young woman in his arms for the second time that day. He pushed the curls that had fallen in front of her face back and stroked her chestnut hair soothingly.

"That's because that time it wasn't," he whispered.