The air stilled after a moment, and Janeway let go of the shirt around her middle and the shoulder that belonged to Chakotay as her eyes adjusted to the light.

Chakotay recognized the place as quickly as she did, he stood and helped Janeway to her feet. She held onto his shoulder for a moment and he tried to support her, but he was distracted, looking around for Fear.

Janeway surprised him by pushing herself off him and standing straight, managing her Captain's stance as best as she could. Her Captain's mask fell into place, and Chakotay expected to see her tug at her uniform.

They were on the bridge of Voyager, they were alone, and not wearing full uniforms. Chakotay was still shirtless and Janeway wore the torn tan dress.

It was eerily still, quiet, and unnatural.

Chakotay was still glancing around, but Janeway was standing straight, not even holding her side. He could tell by the look in her eyes that she had had enough.

She walked to the center of the bridge and addressed the view screen.

"I've had enough of this, come out and face me."

When nothing happened, she gestured to their surroundings, "You brought us to my ship, so I am in control."

Chakotay believed her, she showed no fear any longer, she instead held that steal in her eyes that was reserved for the toughest enemies.

When Fear didn't appear, she started to pace around the bridge, as nonchalantly as if she were conducting a trade discussion.

"It's fun for you, when people run, when they cower, you like controlling people in their own minds. But here's the thing, you can be controlled too."

She thought back to the holograms time in the simulation after it had been turned back on, for a while she was able to avoid fear, avoid giving in, the computer had only scanned part of her memories so there wasn't much for him to go off of.

He had tried tormenting her with replications of shuttle crashes, of losing crew members, even made her relive watching the ship carrying her father and fiance sink beneath the ice. They scared her sure, but she had learned to control those fears long ago, they no longer controlled her.

He had just begun to get creative, showing her the crew aged and decrepit, dying on the ship, never reaching home, telling her she failed them. She was captured by the Kazon, held prisoner. All of these things scared her but obviously not enough for Fear's liking.

When Chakotay had materialized and she lost the little control she had left.

Fear sensed that she feared for Chakotay and had a field day. Now she realized she must control her fear regarding him too.

The entity materialized on the viewscreen.

"Oh you think so? YOU think you can control ME?" He almost shouted.

"Yes."

The matter-of-fact way in which she said it, the rigidity of her tone and posture, made Fear's face darken, she wasn't going to play his game anymore.

"Why did you bring us to my ship?"

A flicker of surprise, then back on the defensive "I wanted to see where you worked, unfortunately I must admit I'm only so creative, I wanted to see what fun things we could use here to scare you. Afterall, it will be so much more fun with your dear Commander aboard don't you think?"

His face disappeared from the screen, and three Romulan War Birds took his place, racing towards them and firing. The computer stated "Red Alert, warp core breach in 10 seconds" Smoke started to fill the bridge as the ship shook from the ships fire. Chakotay moved to get behind an engineering console, but Janeway held up her hand ever so slightly. He understood, and stayed at her side.

"You know that won't scare me."

Her face was unreadable.

At that, six Romulan officers appeared on the bridge, two went immediately for Chakotay. One phasered him in the back and the other knocked him to the ground with a blow to his head.

Kathryn did her best to ignore the chaos around her as phaser fire rushed towards her.

She took a deep breath, in and out.

"No."

Fear popped back on the screen and the shaking stopped, the Romulans disappeared, and lights started returning to normal.

"No? How about this?"

Now the view screen showed a planet, green and metallic, surrounded by what she knew to be Borg cubes, it was Earth. The continents barely distinguishable.

Janeway stood silent, and Fear reappeared. This time, in person, the viewscreen blank. "Oh, you're no fun!"

Chakotay got up from where the Romulans had knocked him down, nursing his back and head but standing nonetheless.

Fear walked toward Janeway but she stood her ground, and he began to circle her. "Such a stoic Captain, such a model of Starfleet poise and decorum. You're right of course, those things wouldn't scare you, you are trained not to be scared by the Borg or the Romulans. Face the enemy head on! That's the Captain's way."

Janeway stood, regarding him as if he were something disgusting she had found on the bottom of her shoe.

"No you aren't scared easy, you know how to recognize me, you know how to calm that fear within you. But oh my Captain…" He stood right in front of her, placed his hand right next to her cheek. "You aren't perfect. I've seen what really scares you." and he moved so quickly neither Chakotay nor Janeway could react.

All they could do was look at the dagger now protruding from Chakotay's chest.

Chakotay looked at the handle, then back up to Janeway, there was that fear. He started to get dizzy, and fell to one knee, his hand grabbing the hilt of the dagger.

Kathryn tried not to go to him, to stand strong, but he was right, she was scared of something, of losing Chakotay.

She rushed to him, trying to ease his fall as he made his way to the ground, his breathing quickening.

"It's okay... Ah." He said wincing as his movement drove the dagger further.

"No it isn't." Kathryn look at him, and held his face in her hands, her gentle touch made him relax, and he was startled when she spoke in her most booming Captain's voice.

"You're right." She said. "I am scared. Scared of losing Chakotay, scared of failing my crew, scared of losing this ship. But that is not my weakness."

Chakotay half-smiled, his body relaxing as his head rested in her hands. That's how they would get out of this, to banish fear from their minds, to turn it into their strength, their power.

He closed his eyes, and concentrated on Kathryn's voice, it was her voice that would keep fear from entering his mind. Pain left his body as he lay there.

Fear, who had been watching Chakotay's fall from a few steps back, furrowed his brow. "But.."

Janeway cut across him. "I am afraid, and it is that fear that makes me stronger, drives me to be the best I can be, you know that this has to end." She was still supporting Chakotay's head, so she lowered him gently and stood, his eyes were closed, and she knew that he would clear fear from his mind, that he would trust her.

"Our fear gives you life, but it also give us power."

Fear was the one looking scared now.

"Fear exists for one purpose, to be conquered."

She said it quietly, almost as though she was trying to soothe fear.

"You're job is done here, it's time for us to go home."

She thought hard about shutting down the program, using her fear as a motivator. She could feel his control slipping and she pushed harder.

"You asked to exist, you can't exist, I have no need of you right now. I will see you again someday, but for now…"

The room had begun to darken, closing in on them, soon Chakotay could hardly see Fear.

"No.. please.. Don't" Fear stammered. Janeway stood still, her glare boring into him.

"Please, I'm.."

"Afraid." She finished.

And everything went black.