Disclaimer - I do not own Rise of the Guardians, Guardians of Childhood, or any of the characters.

Pitch ran. There was nothing more he could do. The Guardians won; his nightmares were destroyed, and – again – he was invisible to the world. The air around him stank of joy. Children were laughing and playing as though their fear was nothing more than a distant memory. The triumphant looks in the Guardians eyes bore into his skull, making his stomach quench in…fear. So he ran, wanting to be anywhere but here.

The Nightmare King didn't get far though. One moment he was sprinting away onto a frozen lake; the next, he was running into a brick wall. He looked up to see North standing over him with his brow raised.

"Leaving the party so soon?" the Guardian asked sarcastically.

The Tooth Fairy circled around the giant. "You didn't even say goodbye," she sang while tossing something at him.

Pitch looked into his open palm, "A quarter?"

When he looked up, he was met by a fist. Intense pain shot through his mouth and his vision went black for an instant. Still in shock, Pitch put his finger in his mouth and brought it out to see black blood. He gaped up at the Fairy.

"And that's for my fairies," she said while shaking her wrist.

Trying to muster what dignity he had left, Pitch shakily got to his feet. "You can't get rid of me," he called, "Not forever! There will always be fear!"

"So, what?" scoffed North. "As long as ONE child believes, we will be here to fight fear."

Just then, Pitch noticed his Nightmares circling the group. He smirked at the Guardian. "Really?" he asked. "Then what are they doing here?"

The Guardians looked around and saw the Nightmares. Pitch's confidence soared…then plummeted when North began laughing.

"HAHA! They can't be my Nightmares. I'm not afraid!"

Pitch glanced around nervously. His heart began pounding, as though it were trying to escape from his chest.

Jack Frost stepped forward, "Looks like it's your fear they smell."

Pitch gasped. At that, the Nightmares surged forward, rushing at him like a wave on the beach. He turned and ran, but he knew there was no point. They would catch him and drag him back into the darkness which he loathed. Pitch Black would be weak and alone once again.

Just as he reached land, he felt the first Nightmare reach him. Pitch dove for the ground, too afraid to try and fight back. He closed his eyes and waited for the Nightmares to take him away.

And then – they were gone. A loud crack echoed through the woods. Pitch willed himself to open his eyes and he stared ahead in shock. Water from the frozen lake had broken through the ice and floated in front of him. It stood as a liquid shield against the Nightmares, blocking their path to the Boogeyman. They reared back angrily, searching for a way through, but not one dared to pass through the water. Pitch could barely make out the Guardians on the other side; their shocked faces mirror images of his own.

Then suddenly, there was chaos. Strong winds blew leaves, branches, and grass towards the floating water. Storm clouds covered the sky. Everything was dark save for a single ray of moonlight which pierced through the darkness and into the wall of water. Lightning crashed, illuminating the world for an instant. Everyone in the clearing could feel that the air was alive with power. The Nightmares turned and bolted away, their original prize completely forgotten.

Slowly the water, branches, and leaves began churning in the air, forming a shape. Within seconds long, dark hair could be made out. Then the water molded itself into a pale face. Finally, a pair of eyes as bright as the sun opened and stared at the Guardians. Pitch could not see the figure's face, but saw the Guardians shield their eyes from it. The figure kept forming until finally, it sank to the ground and the world went quiet.

All that was left was a young girl with pale skin and long black hair. She wore only a green dress and apparently had no sort of weapon. Vines wound around her arms as though they had grown on her. Pitch could also see red flowers that seemed to cling to the back of her hair, but he could not see her face. Her hand clutched at something hanging around her neck. She was turned towards the Guardians in…a defensive stance.

"Who are you?" called Jack Frost, raising his staff.

The girl turned her head towards him and casually flicked her wrist. To everyone's shock, the newest Guardian fell to the ground with a yelp.

"You ought to know," she said calmly, "that my temper gets the best of me when I am threatened." Even Jack Frost could feel the heat that radiated from the stranger when she spoke. One thing was certain - she was powerful.

Pitch didn't move. He nearly gasped when he noticed grass growing on the ice beneath her feet, but remained silent. Hopefully her attention would remain on the Guardians and he would have a chance to slip away.

While Jack shakily got to his feet, the rest of the Guardians remained tense. Tooth put a calming hand on North's raised arm. "What is it that you want?" she asked lightly.

"I…" the girl hesitated, her confidence faltering. "I was sent here by…the Moon?" She finished as a question.

"We have done what Man-in-Moon wanted," North said tersely. "Why did he send you here?"

"To…to protect…the Boogeyman?" she answered with a surprised tone.

Pitch jerked his head up and the Guardians gasped.

"Wait just a minute-" began the Easter Bunny, but Jack Frost cut him off.

"You just woke up, didn't you?" he asked astonished.

The girl stared at him for a moment; then nodded.

Everyone seemed to calm down a bit at that. All of the Guardians knew what Jack was talking about – that sleep which they all woke up from when they first came into existence. They looked at the girl with new wonder.

"Do you know who you are?" asked Tooth.

"I am…Mother Nature," she said more certain.

They all gaped at her until North broke the silence. "This cannot be…" he breathed in amazement.

"Yes…that's right. But my real name is…Seraphina," she said with bright eyes. "And I have come to protect the Boogeyman."

"Why would the Man in the Moon want you to protect him?" spat the Bunny.

She lowered her brow in confusion, "Why wouldn't he?"

"Umm, let me think – oh, because he's the KING OF NIGHTMARES. All he cares about is scaring kids!"

"Fear is a necessary part of life," she answered with no hesitation. "Without it, there is no balance."

"We know all about balance," replied North. "We are Guardians."

"Guardians don't know everything."

"Alright, what exactly kind of 'balance' are we talkin' about here?" asked Bunny.

"The balance of nature, of course. There can be no good without bad." The Guardians only stared at her. She paused and looked over them as if they were children, "Just as there can be no day without night, spring without winter, light without dark, nice without naughty, hope…without fear."

"Well I think even nature's better off when the Boogeyman is hidin' under beds!" said Bunny indignantly. He looked towards the Boogeyman and raised his boomerang. Pitch shrank back in fear and braced himself for pain.

Then, the ice beneath Bunny's right foot broke. He hopped back with a yelp. Thunder rolled and the wind began to blow faster, making the girl's hair blow out-of-control.

"You will not harm him." She only whispered, but it had the force of a tornado. It was then that they all understood just how powerful she was. If this turned into a fight, they would not win.

"Why do you care so much?" asked the now angry Jack. "You don't know what kind of person he is! You didn't see the things he's done. Why does the Man in the Moon want you to protect him?"

"Because…" she trailed off. The winds quieted as she thought. Why did she care so much? The moon woke her up and told her to do this…but why did she want to help him so badly? "He's important," she said simply.

Behind her, Pitch had finally gotten to his feet. At first, he was relieved that this seemingly all-powerful being was protecting him. Then his pride kicked in. The Nightmare King was perfectly capable of taking care of himself! Who did this girl think she was, making him look like an injured pup calling for its mommy?

"I do not need your help!" he spat. "You can tell the Man in the Moon that the Nightmare King will rise again without his aid! I don't need the protection of little girls who can play with water."

For the first time, the girl turned towards Pitch. She was about to speak, but when her eyes reached his face, she stopped. Her pale skin went even paler, her mouth remained open, and her eyes went wide. The wind around them went completely still, the bugs in the forest went silent, even the clouds stopped moving.

Only now could Pitch see that she had the same golden-colored eyes as himself and Sand Man. Yet, hers were somehow brighter.

The Nightmare King and Mother Nature stared at each other for what could have been an instant or an eternity. Then, abruptly, the world began to move again. The sky cleared up to show the first light of dawn. Birds began singing and a soft breeze blew through the barren trees.

Mother Nature took one graceful step forward. Pitch stared at her in confusion as tears began springing from her eyes. A flower would bloom where a teardrop fell, and a patch of grass would appear where she stepped. She did not break eye contact with Pitch though, and she did not stop walking towards him. Only now could he see that the object she was clutching was a golden locket.

She stopped directly in front of him. "It's you…" she breathed. Pitch could feel a warm breeze on his face when she spoke. All he could do was stare at her in shock and confusion.

She raised her hand towards his face, "You don't remember me…do you?" she whispered.

Her hand rested on his face and Pitch was overcome with the strangest feeling. It was as though the place where she touched him suddenly wasn't as cold as the rest of his body. It wasn't uncomfortable, but it wasn't exactly pleasing. As though in a trance, Pitch slowly brought his hand up and lightly held her wrist. He stared into her eyes with stunned confusion as she smiled up at him.

Then he panicked. Something was wrong. He didn't think it, but his entire being could feel it, and it was screaming at him: GET AWAY, GET AWAY!

"GET AWAY!"he said aloud as he pushed the girl away from him. Her mouth popped open and her eyes grew wider.

"How dare you touch me? I am the Boogeyman and you will fear me!"

The Guardians began rushing towards them, holding their weapons out. Before Pitch could react, the girl in front of him threw her arms out with her hands facing the sky. With an impossible loud CRACK, a bolt of lightning struck the ice in front of the Guardians, blinding and disorienting them.

Suddenly, Pitch's fear was back. This was Mother Nature – and he had just insulted her. She was strong enough to face five Guardians; there was no way he would survive if she were to turn his powers on him. He jerked his head towards her expecting to see anger, but was taken completely by surprise. She gazed up at him with sorrowful eyes, not even trying to hide the tears streaming down her cheeks.

What most surprised him though was something he couldn't believe, but understood and felt beyond a doubt. She was afraid.

"You really don't remember me, do you?"

Pitch gaped at her. He spoke slowly, "Who are you?"

Behind her, the Guardians were shaken but had regrouped. They were not attempting to attack, but watched the Nightmare King and Mother Nature with anger and annoyance clearly written on their faces. Even they knew when they were truly outmatched.

"I don't think I can be the one to tell you that," she said forlornly. "You must learn on your own. You must be the one to remember who you were before Pitch Black."

Pitch scoffed, "I am no Guardian! I have always been Pitch Black…ever since the Dark Ages."

"Do you think the Dark Age was the first age of the world?" she asked him calmly.

Pitch glared at her, "I do not play the Man in the Moon's games."

"This is not a game," she said firmly. The sky grew a bit darker.

The Nightmare King paused. Even if she was crazy, he did not want to be the one to anger her. "Alright, fine! Let's say I was someone before I was Pitch Black. I was here before the Tooth Fairy came along. I do not have memories to look into. How, then, do you propose I remember?"

Mother Nature hesitated. She seemed to be in deep thought for a few moments before making a decision. With a sigh and clear reluctance, she lifted the locket from around her neck and held it out to Pitch, "With this."

Pitch looked at the locket skeptically before slowly taking it. Just like her hand, it seemed warm on his skin. And just like her hand, his instincts were screaming at him: GET AWAY, GET AWAY! He ignored them though and looked at the locket with disdain.

"Really? You expect me to believe that this," he held it up, "has my long-lost memories from before the Dark Ages?"

"I don't care what you believe," she replied coldly, "I am certain that they are in there. The only thing left for you to do is find the courage to open it and learn the truth."

A new voice joined the conversation: "A locket is not like teeth!" the tooth fairy hovered over jagged pieces of ice. She continued, "In order to hold memories, it has to be something very personal. Something that you feel so familiar with, you sometimes forget that it's even there."

"Then this locket is perfect for containing memories," replied Mother Nature.

"You're wasting your time, Ms. Nature," chimed in North. "He has always been Pitch Black – the Boogeyman. Nothing else."

"As much as I don't like the jolly giant over there, I'm afraid he's right," said Pitch.

"If he's right, then open it."

Pitch hesitated.

"Ah, so you are unsure. Your memories might or might not be in there. And you're afraid to find out."

"I AM NOT AFRAID!"

The girl went silent for a moment. She got a faraway look in her eye before whispering, "Being afraid is not always a bad thing. How can you be strong if you have never faced fear before?"

For some reason, Pitch shuddered. He looked down at the locket and his heart began to race. He was sure that he'd always been Pitch Black. He already knew what would happen if he did open it – nothing. Why was he so hesitant then?

"Alright, let's get this over with," he said. He was trying to sound bored, but it came out sounding more anxious than anything. Still, he paused. His finger hovered just over the latch and his breath became hitched.

With a final sigh of frustration, Pitch jerked the locket open…

…and came face-to-face with himself holding a little girl. Pitch Black cried aloud in shock before being taken back into his past.

Pitch – no – Kozmotis Pitchiner found himself standing in a great castle. A man of authority stood in front of him and was looking at him thoughtfully.

"Kozmotis Pitchiner," said the man.

"Yes, sir?"

"The Fearlings cannot be trusted to remain in their prison unguarded…and I need a strong man to keep them in there. Can you do this job?"

It was clear that the man wasn't happy about asking this of Kozmotis. But someone had to do to job, and Kozmotis was the best man he knew.

"I will, sir. It is an honor to know that I am so trusted."

The scene switched to a smaller room. He was sitting in a chair next to a bed where a little girl was pretending to sleep. Kozmotis knew she was awake, but didn't let her know that. He quietly watched his daughter for a few minutes before kissing her head and turning to leave.

"Daddy?" she said with a small voice.

"Yes, Seraphina?"

"Why do they want you to watch over the bad things?"

Kozmotis sat back down. He took the girl's small hand in his own. "Because someone needs to do it and they know how strong I am."

"But what if they're stronger?" she said with big eyes. "What if they get out and hurt you?"

Kozmotis sighed and thought for a moment. "Here, let me show you something," he said as he pulled out a golden locket. He opened it and revealed a picture of him and Seraphina. "If those Fearlings ever even think about trying to hurt me, I'll look at this. Because whenever I think of you, I'm not afraid anymore. And the only way they have power is through fear."

Seraphina smiled as she looked at the picture. Then she frowned, "But I'll be afraid while you're gone. Will they have power because I'm afraid?"

"No, everyone is afraid of something. But fear is also the one thing that makes you brave." He could see that she was confused. "You see, being afraid is not always a bad thing. How can you be strong if you have never faced fear before?"

"So if I'm scared of the dark now…then one day I won't be?" she asked with her brow furrowed.

"If you face it," Kozmotis answered. "The only way to beat fear is to face it."

"Is that what you're going to do? Are you facing those Fearlings so you can beat them?"

Kozmotis smiled, "In a way – yes, that's exactly what I'm doing."

"Well…I think they're going to be afraid of you once you beat them," she said proudly.

"I bet they will too!" he said laughing, though he seriously doubted it.

The scene changed to show Kozmotis outside of a prison. He could hear the Fearlings whispering unspeakable things to him from inside – things that would have driven any other man mad. But Kozmotis was strong and determined. He looked at the picture of his daughter countless times every day and it truly did chase away the fear.

But the Fearlings were just as determined. Day by day, Kozmotis could feel himself getting weaker. He barely slept, he was losing weight, and finding reasons to be cheerful was becoming more difficult. His daughter was the only thing that kept him going, but he didn't know how much longer that would last.

The scene switched to Seraphina's bedroom again where this time she was curled up in his lap.

"Daddy," she said firmly, "those Fearlings are making you tired. I don't want you to guard them anymore."

Normally, Kozmotis would have tried to tell her otherwise, but now he had to admit she was right. He had been at the job longer than anyone before him, but even he wasn't indestructible.

"I know, dear," he said dejectedly, "Tomorrow will be my last day. Then I promise I will tell them that I can't do it anymore. I'll be able to spend more time with you," he said with a tired smile.

He fell asleep in her room that night. Kozmotis woke up with his daughter's hand clutching his own. After gently pulling it off, he kissed her head, said goodbye, and walked out of the door.

The scene switched to the prison again. He already felt lighter with the knowledge that today would be his last day. The Fearlings would no longer haunt his sleep. He and Seraphina would finally be able to live without fear.

"Daddy…"

What? What was that?

"Daddy…"

"Seraphina?" he called uncertainly.

"Daddy, I'm in here. They got me…"

His heart filled with dread. "Who? Who got you, Seraphina?"

"Fearlings…"

NO! Kozmotis started shaking. He put his head in his hands. "No…this isn't real…this is impossible…"

"Daddy, I'm scared…please…help me…"

It was real. His little girl was in there with those things. "Seraphina! Seraphina, I'm coming, honey! Don't be afraid, I'm going to get you out!"

"Daddy please…please get me out…"

"I'm coming. Daddy's coming, it's alright!" he called. He went around to the front gate and started pulling the locks off. He would open it fast enough to get Seraphina out then shut it again.

"Daddy, please…"

"It's alright, I'm coming…"

"Daddy"

"It's alright…"

"DADDY"

The voice changed. He could still hear Seraphina but her voice was warped. He shuddered, but didn't stop taking the locks off.

"DADDY"

Kozmotis was no longer in control of his body. He only had one thought on his mind – Seraphina. If he only opened the door, everything would be ok.

"GET ME OUT, DADDY"

Just open the door and everything would be ok. Seraphina wasn't in there…he knew that now…but he had to open the door. That's all he had to do. The last lock was in his hands.

"GET US OUT"

The door opened and darkness was released. Kozmotis found control of his body and mind again, but it was too late. The Fearlings were all around him…they were even inside him. He could feel them eating away at the man that he once was. Within minutes, they turned him and the world to darkness.

Kosmotiz Pitchiner screamed one final word before The Fearlings completely consumed him and forever turned him into a living Nightmare.

"SERAPHINA!"

Pitch was jerked back to the present where barely a second had passed. He gasped and fell on the ground behind him, dropping the locket in the snow. He was staring at the picture that was so new, yet so familiar to him. How many times in his life had he seen that picture? How could he have possibly forgotten it?

The Guardians had watched Pitch skeptically when he first opened the locket, but his reaction now was definitely unexpected. Sand Man found the courage to float over to Mother Nature and Pitch. The rest followed him, eyeing the girl uncertainly. She paid them no attention and kept a steadfast gaze on the Nightmare King. Sandy picked up the locket from the ground and his eyes grew wide. He turned towards the other Guardians and showed them the picture…of a completely human Pitch Black smiling down at a little girl. All five of them were too shocked to speak.

Pitch stared at the Guardians for a second before turning his gaze towards the girl – no, woman – in front of him. He could feel the fear coming off of her, but she was watching him with a determination in her eyes that was all too familiar.

Slowly, without breaking eye contact, Pitch got to his feet. After a log moment of silence, he could only find his voice to say one thing.

"Seraphina…." he whispered.

The girl's face fell and she smiled through her tears. "Daddy!" she yelled as she threw herself at him.

Before, Pitch would have been disgusted at such a show of emotion. The thought of hugging someone was as enticing as eating worms. But now, none of that mattered. When Seraphina ran into his arms he held her tighter than he'd ever held anything. They fell to the ground, crying and clutching onto each other with dear life. Seraphina was alive, here, with him. He had his daughter back.

The Guardians looked on in shock for a moment before Tooth reminded them that the situation called for privacy. They all walked away, still in shock, as the sounds of happy sobs filled the air.

As they were leaving, Sand Man noticed the remaining Nightmares still hovering around the area. With a wave of his hand, he turned the last of them back to normal. Pitch Black had been cursed with Nightmares for almost his entire existence; it seemed only fair to let his dreams come true this one time. He smiled when he looked back and saw the Boogeyman crying into his daughter's shoulder. Who would have believed that the even the Boogeyman could cry?

I'm proud of this story...it turned out pretty much exactly how I wanted it. If I made any mistakes, please let me know. And don't forget to REVIEW, REVIEW, REVIEW!

Also, there is an online petition for DreamWorks to make a Rise of the Guardians sequel. YOU should go sign it (: You know you want to!