North led Jack and Cadence into an elevator that looked like a Christmas tree ornament. When the door opened, they stepped into North's factory.

Cadence and Jack took in the yetis, elves, and toys. Jack said, "It's nothing personal North. What you all do. . . It's just. . . It's not my thing."

North replied, "The Man in the Moon says it is your thing. We will see."

With big footsteps, North hurried through the factory. Jack and Cadence struggled to keep up, they were so distracted by everything they saw.

"Slow down wouldja?" Jack panted, "I've been trying to bust into this place for years, I want a good look."

North refused to slow. "What do you mean 'bust in'?"

"Don't worry," Jack said, "I never got past the yetis."

A yeti nearby glared at Jack, pounded his fist into his his palm and growled a warning. "Rwwarrrrr."

Jack grinned. "Oh, hey, Phil."

"Keep up, Jack, Cadence! Keep up!" North shouted. Cadence tried to keep pace with both Jack and North, but they were so much faster. Luckily, Jack realized that she was falling behind and grabbed her hand to pull her along.

"I thought the elves made the toys." Cadence said.

"We just let them believe that." North whispered to her.

Out of the corner of her eye, she spotted a few elves eating tinsel and saw an elf covered in lights, being electrocuted. As they went deeper to the heart of the factory, yetis brought toys for North to inspect. One yeti brought North a nicely painted blue robot toy.

"I don't like it," North said bluntly, "Paint it red!"

The yeti cursed in its native tongue and slammed his head at the table after looking at 50 other blue robots like the first one.

"Step it up everybody!" North boomed. Energy in the factory increased exponetioneally as North, Jack, and Cadence entered North's workshop.

North's shelves were filled with sketches, parts, and toys. There were blocks of ice on his workshop bench from which he carved prototypes. When North rolled up his sleeves, Cadence noticed the 'Nice' and 'Naughty' tattoos on either sides of North's large, burly arms.

North took a plate from an elf and offered Jack and Cadence a slice of fruitcake.

"No thanks." They both said at the same time.

North threw the plce across the room. It slammed into the wall with a crash, startling Cadence. He then stared at Jack and Cadence with hooded eyes.

"Now we get to tacks of brass." North said with a growl.

"Tacks of brass?" Jack said softly to himself. A gust of wind came behind the two teens and slammed the door, locking it behind them. North moved towards closer towards them, until they were backed up against the wall.

Cadence instinctively clamped onto Jack's arm. She felt protected when she was around him. She could handle herself in a situation, but they were facing a childhood Guardian.

"Who are you, Jack Frost?" North asked as he poked Jack in the chest. "What is your center?"

"My center?" Jack repeated softly.

"If the man in the Moon chose you to be a Guardian, you must have something very special inside," North said. He picked up a set of Russian nesting dolls, carved into his likeness.

"Here," he told Jack. "This is how you both see me, no? Very big, intimidating. But if you get to know me a little. . ." He handed the doll to Jack.

Out of curiosity, Jack opened the first doll to reveal a slightly smaller version of the first doll, this one was cheery and had bright red cheeks.

"You're down right jolly?" Jack asked.

"Ah," North said. "But not just jolly. . ."

Cadence watched as North encouraged Jack to continue to open the dolls. Each one got smaller and smaller as Jack continued to remove them. They were all different versions of North.

"I am also mysterious. . . And fearless. . . And caring. . . And at my center. . ." The tiniest doll was a tiny baby North with giant blue eyes.

"There's a tiny baby you?" Jack guessed.

"Look closer. What do you see?" North asked.

"You have big eyes!" Cadence said.

"YES!" North boomed very loudly, once again, causing Cadence to wince. "Big eyes. Very big! Because they are full of wonder. That is my center. It is what I was born with. Eyes that have always seen the wonder in everything!"

With a wave of his arms, the toys on North's shelves burst to life. Jack-in-the-boxes popped. Trains sped around the room. Soldiers began to march. Toy planes zoomed around the room. An elf was lifted and carried off by a balloon.

"Eyes that see lights in the trees and magic in the air." A toy plane stalled in front of North before taking flight again. "This wonder is what I put into the world and what I protect in children. It is what makes me a Guardian." North looked to Jack. "What is yours?"

Jack didn't answer as he stared down at the tiny wooden Santa in his palm. North reached out and then closed Jack's palm around the doll, silently telling him to keep it.

North then looked at Cadence with a straight face. Cadence felt awkward under his gaze. She felt like she was being searched for a certain weakness.

But before North could say anything, Bunny came running up.

"We have a problem mate," Bunny announced in a panicked rush. "Trouble at the Tooth Palace."


North immediately led everyone to the sleigh hangar. Tooth had already gone ahead to her palace. Several yetis rushed in to prepare the sleigh for launch.

"Boys, shipshape," North told the yetis. "As soon as possible." Cadence pulled Jack out of the way of a rushed yeti.

"North! North!" Jack called out for his attention. "I told you, I'm not a Guardian. We're not going with you guys. There's no way we're climbing into some rickety old-" Cadence couldn't hear what Jack said over the sound of pounding hooves and snorting reindeer.

The sleigh was incredible! It was huge and shining. This was not just a sleigh-it was a totally tricked out, hot rod of a sleigh, complete with all kinds of gadgets. "Whoa" was all Jack and Cadence could manage to say at the same time.

North called the massive reindeer to a halt and the yetis finished the preparations for takeoff.

"Okay," Jack said.

"One ride. But that's it." Cadence finished for him. She was about to jump in, but she was lifted by her parka hood by Bunny who had a strict look on his face.

"Hey! Put me down!" She demanded. She squirmed and kicked around, trying to get free from Bunny's grip.

"What do ya think you're doin', shelia?" He lifted Cadence up to his eye level.

"Going with you guys." Cadence shrugged.

"Don't you have parents to get back to?" He scoffed.

"My mom's on a business trip." She said.

"What bout ya Pop?"

"He's in prison." She said with a deadpanned voice. Bunny dropped Cadence and she quickly landed on her feet. The other Guardians blinked at Cadence.

"So, you guys are pretty much stuck with me." She smirked with her head held in pride.

Bunny grunted in annoyance, "Fine! But you do what we say, when we say! Got it?"

"Nope!" Cadence laughed as she hopped in next to Jack as Sandman climbed into the back.

"Everyone loves the sleigh." North chuckled. Taking the reins, North wrapped them around his powerful hands, then turned to Bunny who was still standing outside of the sleigh. "Bunny, what are you waiting for?"

"I think my tunnels might be faster, mate," Bunny shuddered, "And, um, safer." He was about to turn away when North reached out and hauled Bunny aboard.

"Ah, get in. Buckle up." North announced.

Bunny looked frantically around the seat. "Whoa, whoa, whoa. Where are the bloody seat belts?"

North laughed. "That was just an expression." He asked the yetis, "Are we ready?"

One yeti shook his head, but North ignored him and cracked the reins. "Good!" He shouted. "Let's go! Clear!"

Elves and yetis scattered as the sleigh headed down a long sledding track. North, Sandy, Jack, and Cadence were enjoying the speed, while Bunny was cowering and clutching the handrail of the sleigh for dear life.

"Out of the way!" North shouted to a few elves as they passed. "Hyah!" North shook the reins, and the reindeer picked up the pace.

The sleigh went straight up for a few minutes, then zoomed straight down. Sandy grinned and Jack and Cadence shouted in delight. North pulled a lever, sending the sleigh into a corkscrew.

"I hope you like the loopty-loops!" North shouted.

"I hope you like carrots!" Bunny turned green, threatening to throw up his lunch.

"Here we go!" North shouted. The sleigh reached the bottom of the track and shot off the ramp at the end, up and out into the bright blue sky.

"Wooo-hooooo!" Jack raised his arm in the air.

The sleigh hit some turbulence, causing Cadence and Jack to slide into each other. Their cheeks were covered in a deep blush as their hands touched. Thankfully, the Guardians didn't notice their little moment, and Cadence carefully pushed herself away from Jack. Jack leaped to the rear of the sled to see the North Pole disappear as they sped through the sky.

"Hey, Bunny." Jack stood dangerously on the back edge of the sleigh. "Check out the view." Suddenly, Jack flipped off the side. "EEEYAAAAGGGGHHH!"

Bunny gasped and gingerly peered over the side, thinking Jack had fallen, only to find Jack lounging on the sleigh's skid. Cadence face palmed at Jack's immaturity.

"Aww. You do care," Jack said with a smile.

"Oh, rack off, ya bloody show-pony!" Bunny scowled as Jack climbed back into his seat. Cadence punched Jack in the arm, who just shrugged and gave an awkward smile.

North rattled the reins. "Hold on, everyone. I know a shortcut!"

Bunny groaned. "I knew we should have taken the tunnels."

North held up a snow globe. "Tooth Palace," North told the globe. An image of Tooth's Palace filled the globe. North tossed to snow globe in front of the sleigh, and a giant portal opensleight he sky.

"Hyah!" North shouted. The sleigh was sucked into the vortex.


The sleigh emerged outside the Tooth Palace. Streaks of black filled the sky around the beautiful, delicate castle.

"What?!" North squinted. "What are they?" On closer look, Cadence could see that the streaks were horses made of black sand.

"Nightmares," She said under her breath.

Mini Fairies flew past the sleigh, screaming in horror. Sandy and Bunny ducked as Nightmares swooped past the sled.

"Whoa!" Bunny shouted.

"They're taking the Mini Fairies!" Jack pointed to a stream of Nightmares chasing a pack of fairies and gulping them down into the blackness. A lone fairy was flying nearby with a big ugly Nightmare on her tail. Jack reached out and rescued her before the Nightmare could swallow her up.

"Hey, little Baby Tooth," Jack said. "You okay?" He held her safely away from the Nightmares.

Baby Tooth nodded as North drove the sleigh through the Tooth Palace. There were pillars as far as the eye could see. Each pillar contained millions of boxes where the baby teeth were stored.

Inside the chamber, North handed the sleigh reins to Cadence.

"Here," He said. "Take over."

"Wait...What?!" Bunny shouted.

"Hyah!" Cadence whooped, gladly taking control.

North unsheathed his swords and slashed a Nightmare in half. "Yah!" He shouted as the Nightmare split open and hundreds of tooth boxes spilled down into the sleigh. the Nightmare disintegrated.

"They're stealing the teeth!" Bunny shouted.

Sandy looked at where the Nightmare disappeared. The Nightmare had become grains of black sand that were now attaching to one another. Within seconds, a new Nightmare was created.

The Guardians looked up just as Cadence was about to plow the sleigh into one of the pillars.

"Cadence! Look out!" North shouted.

Cadence pulled back on the reins. "AAAAAHHH!" Everyone yelled as the sleigh sideswiped the pillar and landed hard on a platform. Cadence was panting and laughing in delight.

"Let's do that again!" Cadence smiled.

"NO!" Jack and the Guardians shouted. Their attention was brought back to Tooth who was directly above them.

"Tooth!" North called out. "Are you alright?"

Tooth was flying in circles, frustrated and angry. "They took my fairies!" She shrieked. "And the teeth! All of them! Everything is gone! Everything!" Defeated, she slouched to the ground and her wings drooped.

The Guardians gathered around her. Baby Tooth popped out of Jack's coat and then flew to Tooth.

Tooth raised her damp eyes to the fairy. "Oh, thank goodness! One of you is alright!

A British voice then boomed through the cavernous room. "I have to say, this is very, very exciting."

A man was standing over the Guardians with a smug smile. He was tall, lithe, and dark in appearance. He had silver-golden, yellow eyes resembling an eclipse, dull pale-gray skin, and glossy black hair that was styled to come out as slick spikes from the back of his head. He wore a long, black robe with a v neck line and shadows running down his arms, obscuring his body like a shadow.

He wasn't that terrifying in appearance, but even from where Cadence stood, she could feel the fear that he radiated.

"The big four," He continued. "All in one place. I'm a little starstruck." His chuckle echoed. "Did you like my show on the Globe, North? It got you all together didn't it?"

"Pitch!" Tooth yelled. "You've got thirty seconds to return my fairies!"

"Or what?" Pitch's voice boomed as he darted back into the shadows. Tooth followed the echo and found him near one of her tooth columns. "You'll stick a quarter under my pillow?" He mocked before disappearing again.

"Why are you doing this?" North asked, pointing his swords threateningly at Pitch.

Woth the speed and effortlessness of a shadow, Pitch had moved to the other side of the palace. He slowed traveled to the center of the chamber.

"Maybe I want what you have," He said. "To be believed in. maybe I'm tired of hiding under beds."

"Maybe that's where you belong." Bunny retorted.

"Oh, go suck an egg, rabbit," Pitch replied.

Pitch had reappeared under the platform that the Guardians were on, across from Jack and Cadence's platform, but then he moved away.

"Hang on, is that Jack Frost?" Pitch asked, laughing. "Since when are you all so chummy?"

"We're not," Jack growled. He stood in front of Cadence in a protective position, but Cadence stood in a fighting stance.

"Oh good," Pitch told him. Jack and Cadence turned to find Pitch standing nearby. "A neutral party. Then I'm just going to ignore you. But you must be used to that by now." Then Pitch's eyes fell upon Cadence. At first he gave a confused look, but then smiled and disappeared.

"And who is this charming creature?" Pitch's voice echoed and bounced around the chamber. "I've never seen a spirit like her before."

"I'm not a spirit." Cadence said defiantly. Jack had turned around to face her, but then looked to see Pitch sneaking up behind her. Cadence felt a hand on her shoulder and then felt herself sinking into the floor.

"Cadence-" Cadence saw Jack yell her name and reach for her before she found herself on another platform. This one overlooked the entire palace. Pitch held on to Cadence with one of his slender arms around her torso, keeping both of her arms clamped to her sides.

"Ah, a human girl. It's very rare to find a teenager believing in the Guardians. Or even Jack Frost." He said as he pinched Cadence's cheek, hard.

Cadence tried to break free from Pitch's grasp, but he was too strong for her. "Let go of me, you creep!"

"Get your hands off her!" Jack yelled and flew up towards Pitch with his staff on full glow.

But Pitch retaliated with a flick of his wrist and a blast of black sand struck Jack, sending him flying backwards into one of the columns.

"Jack!" Cadence shrieked.

Bunny became furious. "Pitch! You shadow-sneaking ratbag! Come here!"

Bunny was about to leap after him, but Pitch disappeared and reappeared elsewhere once again, releasing Cadence from his grasp. Tooth was the first to spot Pitch. She took one of Bunny's boomerangs and then flew at Pitch in a rage. "Ahhhhhh!"

Before Tooth could reach him, Pitch sent a huge Nightmare toward her. Tooth shrank back and Baby Tooth took cover in Cadence's jacket.

"Whoa!" Pitch said to the Nightmare. "Easy girl, easy." He twirled his fingers through the Nightmare's mane. He held some of the black sand in his hand and then turned to Sandy. "Look familiar, Sandman. Took me a while to perfect this little trick. Turning dreams into Nightmares."

Everyone gasped, causing Pitch's Nightmare to buck and snort in a frenzy.

Pitch chuckled. "Don't be nervous, it only riles them up. They can smell fear."

"What fear?" Bunny sneered. "Of you? No one's been afraid of you since the Dark Ages."

Pitch's eyes flashed for just a moment and Cadenceshould see that Pitch lived to scare others. But then Pitch managed a smile. "The Dark Ages," He said as he began to reminisce. "Everyone frightened. Miserable. Such happy times for me. Oh, the power I yielded."

But then he glared at the Guardians before continuing, "But then you showed up! With all of your wonder and light! Lifting their hearts and giving them hope! Meanwhile, everyone wrote me off as a bad dream. 'Oh, there's nothing to be afraid of. There's no such thing as the Boogeyman.' Well, that's all about to change."

A cracking sound filled the air. "Oh look," Pitch clapped his hands together. "It's already happening."

Cadence gasped as the column that Pitch left her on began to shift and crumble. Cracks split all around her as the once beautiful column began fall into the foggy abyss.

Cadence closed her eyes, ready for death, but was caught before the Guardians could lose sight of her. Jack was able to catch her and carried her bridal style, bringing her back to the other Guardians.

"What just happened?" Cadence asked with a shaky voice.

"They-They don't believe in me anymore." Tooth was on the verge of tears.

"Yes." Pitch laughed in delight. "Children are waking up and realizing the Tooth Fairy never came. Such a little thing, but to a child. . ."

Jack and Cadence glanced at each other, exchanging confused looks.

"Didn't they tell you?" Pitch directed his attention towards Jack and Cadence. "It's great being a Guardian, but there's a catch. If enough kids stop believing, all their palaces and powers go away. And little by little, so do they."

Cadence covered her mouth in shock and Jack gasped.

Pitch nodded. "That's right! No more Christmas or Easter or little fairies that come in the night. There will be nothing but fear and darkness and me! It's your turn not to be believed in!"

Bunny threw his boomerangs with all of his anger behind them. But Pitch escaped, flying through the palace on the back of his huge Nightmare. The Guardians gave chase with Jack and Cadence bringing up the rear.

Using eggs that we're bombs, Bunny tried to slow Pitch down, but the eggsexploded in empty space.

"He's gone," North sighed, staring at the place where Pitch had disappeared.