Author's note: I love ROTG, but I read so many fics on Jack and the other Guardians, I don't often see one from Pitch's point of view. And while he is painted as the bad guy, his comment at the end of the movie 'there will always be fear' struck a chord with me. After all, children eventually grow up and many no longer believe in Santa Claus or the Tooth Fairy, but everyone still feels fear. Some even enjoy it, going to scary movies, reading horror stories and going to theme parks and haunted houses, purely to feel afraid.

I've realised that fear can actually be a good thing, under some circumstances, and so I wrote this story to try and illustrate that Pitch wasn't as bad as he was painted. Just necessary.

I hope you like it!

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Jack flew through the dark streets, between the houses, the chilly breeze carrying him effortlessly over the heads of the adults walking the streets. Here and there a child, out for dinner with their family, but mostly adults or teenagers at this time of night.

Not really his scene, but still, a great time to start spreading a little frost here and there. It was nearing the end of autumn, and it was time for him to get to work.

As he began freezing windscreen wipers to car windows, he mostly ignored the adults that hurried around him. They couldn't see him anyway, so why should he pay attention to them?

Every now and again though, a child heading home after a dinner out with the family would look his way, and gasp, waving. Jack would smile, holding a finger to his lips conspiringly as he sent frost along the roads and footpaths, ready to slip someone up. The thrill of being seen was still new to him, but after he helped to defeat Pitch Black, more and more children had slowly begun to see him across the world.

It was good feeling. To finally be seen. He didn't need everyone to see him. Just having the odd flicker of recognition, that gasp of delight at spying a frost design, or even a shy wave from a child was all he ever needed. To know that he was no longer invisible.

Seeing a movement out of the corner of his eye, Jack turned defensively. The city street looked normal, but he could swear there was a chill in the air that had nothing to do with him.

Seeing another movement in the shadows piqued Jack's curiosity, and he followed it until he reached the local park. It was mostly covered with shadows, caused by the streetlamps as they fell over the tall trees and sculptures that filled the park. Only a couple of people were out jogging or walking their dogs.

Jack's eyes cast around the area, squinting against the glare of the streetlights to try and discern whether the shapes in the shadows were simply shadows, or...

"Hello again, Jack," a velvety voice greeted and Jack spun to see the Boogieman himself leaning nonchalantly against a tall spider web-like sculpture, just out of the lamp light. "Fancy seeing you here."

"Pitch," Jack greeted, trying to act casual, though warily clutching his staff in a tighter grip. "I was wondering if that was you."

"Well, you found me," Pitch seemed uninterested in the Winter Spirit's presence. "Now, why don't you go back to playing with snowballs?" Turning, Pitch disappeared into the shadows.

"Wait," Jack couldn't let Pitch Black just leave. "What brings you out from under your bed?" He asked curiously as he tried to follow the Spirit of Fear across the shadowy park.

"Oh, Jack," Pitch's voice suddenly came from behind him and Jack turned to see the shadowy figure leaning against a tree. "Haven't you ever heard of curiosity killing the cat?"

"You can't kill me," Jack answered surely, thought held his staff defensively nevertheless. "You're powerless now."

"Oh, I wouldn't say that," Pitch smiled. "There will always be fear, after all." Hearing a sound, Pitch turned to spy a teenage girl, dressed against the chilly weather, hurrying across the park, searching through her bag for something.

"Foolish girl," Pitch muttered. "Didn't your mother ever tell you not to walk through the park at night?"

As if on cue, three men appeared from another direction, laughing tipsily.

"Hey sweetheart," one of them called to the girl. "Fancy a beer?"

Looking up from rummaging in her bag, the girl tucked a strand of dark hair behind her ear.

"No thanks," she answered innocently. "I don't drink."

Finally, she found what she was looking for, her car keys.

'Oh, she passed her driving test,' Pitch observed absent-mindedly. 'She'd been so afraid that she would fail.' A smirk pulled at his mouth, for that fear had been mostly his doing.

"Hey," the first man began to approach her and Pitch sighed, rolling his eyes.

"Why are you just standing there, Raven?" He hissed and Jack started as he realised that pitch knew this girl.

"I asked you if you wanted a beer," the first man held out a bottle.

"I heard you," the girl answered distractedly, sorting through her keys as she walked. "And I told you: no thank you."

The other two men laughed.

"Whoa, burn!" The youngest called to his friend jeeringly.

Focused as she was now on zipping up her bag, the girl, Raven, failed to see the man nearest her becoming angry.

"Uh-oh," Jack whispered. He was only supposed to protect children, true, but he had a feeling something bad was about to happen, and he couldn't just stand there.

It was Pitch Black, however, who did something.

Sighing in exasperation, Pitch summoned a small dart of his nightmare sand, sending it flying towards the teenage girl.

"Hey!" Jack objected as the dart struck its target.

Raven suddenly looked up as the man grabbed her arm.

"No!" She screamed. "Leave me alone!" Breaking free of the man's grip with a swift twist of her arm, the girl, Raven, thrust her palm into his face, breaking the man's nose before sprinting towards her car, parked on the street.

"Ha ha,!" Jack cheered as the man cried out in pain, bringing his hands to his face. "Nice one, girl!"

Pitch smirked in satisfaction as the man continued to moan as blood flowed between his fingers.

Jack turned to the Boogieman pensively.

"Wait: Did you just save her?" the winter spirit asked in surprise.

"I just showed her the danger she was in. Fear is a very powerful...motivator," Pitch explained slowly. "The rush of adrenalin gives you extra strength and speed when you need it." The Spirit of Fear gazed in the direction the girl was now driving in. "And she needed it."

Jack paused to finally take a good look at the Boogieman. He was still framed and formed in Shadow, but his yellow eyes seemed paler than he remembered. His grey complexion was duller than usual and he looked positively drained.

"You look awful, Pitch," Jack stated only to be regarded scornfully by the Spirit of Fear.

"Happy, are you?" Pitch asked resentfully.

"Well," Jack admitted with a shrug. "I get that you wanted to be believed in, but destroying the Guardians was not the best way to do it."

"Yet destroying me got people to believe in you," Pitch hissed, suddenly towering over Jack threateningly.

Stumbling back in shock, Jack raised his staff defensively only to find the Boogieman had fled into the shadows once again.

~..~..~..~..

Pitch travelled from shadow to shadow until he reached the building he was searching for. Climbing up to the slightly open window, Pitch slid silently inside to skulk in the shadows cast by the lamp inside the room, to see the girl from the park, sitting on her bed, reading.

"Okay, who is she?" A voice asked, causing Pitch to jump. Turning, he saw the Guardian of Fun sitting on the window sill, wearing his signature cheeky smile and a curious expression.

"What do you care?" Pitch just wanted him to leave, yet knew he was still in no shape for a fight. Leaning over the teenage girl as she read her book, Pitch reached out and lightly stroked his fingers down her spine, causing her to shiver slightly, snuggling deeper into the pillows at her back, yet appearing to become even more absorbed in her book.

Breathing in deeply, Pitch relished the feeling of fear he had induced in the teenager. It wasn't much, but it felt good all the same.

After a few moments of silence, Jack felt he wasn't going to get any answers. The Spirit of Fear seemed so weak in comparison to when he last saw him that Jack couldn't really begrudge the guy getting off on the fear created by a scary story.

"Her name's Raven," Pitch began softly, and for a moment, Jack thought he hadn't heard properly, yet paused, perched on the sill, waiting.

"I first met her when she was about three," Pitch explained, his voice far away. "I gave her her first night terror. It was about me, of course, the first ones always are. It's how I first get into their heads, to get them to believe, to find out their fears," he smiled reminiscently. Pitch wasn't even sure why he was talking. Perhaps for the same reason he offered Jack the chance to join him in Antarctica: if anyone could understand, the Winter Spirit could.

"And the first time Raven woke after that first night terror: she could see me," Pitch's smile grew wider as he closed his eyes at the memory. "Fastest it's ever happened."

"I visited her every month or so. I gave her other nightmares, but my first night terror always held the strongest reaction, so that's what I gave her. And then I realised something strange," Pitch continued. "Over the years, while she believed in the Guardians, she never once saw them. She gave up on Tooth Fairy first, when she was seven, after one of her teeth never got collected. Tooth was so busy that night, and poor Raven was overlooked. They gave her a whole dollar the following night, hoping the mishap would be forgiven, but it was too late. Raven no longer believed. Then it was Santa Claus, that following year, after he failed to give her the game she sorely wanted. And finally, the Easter Bunny, after she saw her parents placing chocolate eggs in her room, before Bunny even arrived. She never even believed in the Sandman at all. But me," Pitch sighed before leaning against the wall, breathing hard, "she believed in me the longest. She could see me when she couldn't see even the Guardians themselves."

Jack wondered whether there might be something wrong with the girl, but looking around her room, he couldn't see anything unusual. Lots of books were piled and stacked around the room, a martial arts uniform hung on a hook on the wardrobe door and even several awards were displayed on the walls. A normal teenager.

"Even now, though she can no longer see me, she still feels my presence," Pitch whispered fondly, reaching out a hand to stroke Raven's dark hair. Jack gasped as the girl seemed to respond to Pitch's touch, reaching up to run her fingers over the same spot.

"I've watched her grow up," Pitch continued. "Raven's no longer afraid of the monsters under her bed, of course, but she loves the thrill of scary movies and books," Pitch gestured to the book Raven hunched over before running his fingers down her spine once more, causing her to shiver. "And she has other fears I can use: her fear of failure I focus on quite often," he chuckled wryly before gesturing to a large certificate on the wall. "I made her so afraid of failing her exams last year, she studied harder than ever and received Dux. Oh, the irony. But like I said," Pitch turned his gaze to the pale boy by the window, "fear is a good motivator. It will always be needed. A shiver down the spine telling a girl not to accept an offer from a stranger," Pitch gestured to Raven. "Or the feeling in a fireman's 'gut' that tells him there's something wrong." Jack frowned as he remembered hearing about a fireman chief a few nights ago who had got his team out of a burning building before it had exploded.

"Even the simple fears of disappointing someone, or failing at something" Pitch finished quietly. "It's all because of me."

The lamp suddenly went out and Pitch turned as Raven placed her book to one side and settled under the covers to sleep.

"Raven is the closest thing I have to a true believer now," Pitch admitted slowly. "Thanks to you lot. You all claim to protect children with your dreams, and memories, wonder, hope and fun," he glared at Jack distastefully, "whereas my fear can take everyone to that place of Darkness that lies within themselves. And sometimes," Pitch said emphatically, "they need it."

Jack was speechless as he looked around the teenage girl's room at the awards she'd won. And she'd got them, because Pitch had made her afraid of failing?

He had always thought the Spirit of fear was the bad guy. But he'd never realised that a little fear could be a good thing.

"I have to say, Pitch," Jack began slowly. "I'm impressed."

That was certainly not what the Boogieman had expected to hear.

"What?"

"I'm impressed," Jack repeated slowly. "I had never thought of fear as being a good thing before, but you're right: It's by overcoming fears that people become stronger. You feel the fear, but do it anyway."

Pitch frowned, before shaking his head. He wasn't doing good. He was simply doing what was needed. What he was meant to do: spread fear.

"But still, no one believes in me," Pitch spat. "I'm merely a shadow of what I once was."

"Hey, I'm not suggesting that you build an army of Nightmares again," Jack said quickly. "That wasn't the best idea, but this," Jack pointed to Raven. "At the park before, that was cool! You helped her realise the danger she was in, so she could get away."

"Oh, please," Pitch scoffed. It was bad enough that the Winter Spirit turned Guardian saw him at his lowest point, he was now trying to help him? "I've been doing things like that for centuries, it's never made people see me."

"Except for Raven," Jack interjected. "She may not be able to see you, but she can sense you. She reacted to your touch! No one ever did that for me, until Jaime," The Winter Spirit admitted.

Pitch turned away, not interested in hearing a pep talk from the new Guardian of Fun.

"Leave me alone," he told the boy despondently. "You've already taken away everything I had, do you have to take away Raven as well? Can I not at least have her?

"I'm not trying to take her away," Jack told Pitch. "She seems in safe hands with you, anyway."

Pitch's head shot up. What was that supposed to mean? 'She's in safe hands with you'? He was no Guardian. He was the Boogieman!

However, by the time he turned back to the window, the Spirit of Winter had already disappeared, leaving nothing but fern-like patterns of frost on the window.

Hearing a slight moan behind him, Pitch turned back to where Raven lay sleeping, curled tightly on herself. Pitch frowned. This bad dream wasn't of his making...

Reaching forward, he gently placed his fingertips lightly on her temple and immediately deduced what fears filled her dreams this night.

"You're being bullied in school again," he surmised. Smiling in anticipation, he leaned over her until his lips brushed her ear lightly.

"Shall I put the fear of the Boogieman into them?" He suggested. "Or I can find out their fears for you... you can get them back?"

A slight smile in her sleep was all the answer he needed and in moments Pitch was out the window to continue his night's work.

He had some fear to spread. Pitch Black smiled, beginning to feel better than he had in a while.

This could be rather fun...

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Author's note: So, what do you think?

This is meant to be a one-shot, so I was trying to get everything conveyed in one chapter.

I didn't want Pitch to think he was doing something noble, or Jack to think that Pitch was suddenly a good guy. Just that fear, while it can be bad if uncontrolled, can actually be good for you in small doses.

I actually had a recurring nightmare when I was little: I won't go into details, but it always ended with a faceless shadowed man approaching me in 'flashes' to lean over me. I would wake up, and I could still see the shadowed man in my room. I'd get them once a month or so at first, but then they became fewer and farther between as I got older, before they eventually stopped. After watching ROTG I admit, part of me wondered whether it was Pitch Black that I had seen, and so that was part of my inspiration for this story.

Fear is important though, I believe.

It's our fear of failure that makes us want to strive to do our hardest to succeed.

It's our fear of losing our loved ones, or disappointing them, that makes us fight to care and protect them.

It's our fear of Death that prompts many of us to live life to its fullest.

Sometimes, we need to go to that Dark place within ourselves to find the light at the end of the tunnel. For it's in overcoming our fear that we can find courage.

Fear also keeps us alive, for it makes us cautious, and less likely to take unnecessary risks.

And more than once, I've felt that 'shiver up my spine' that told me I was getting into a bad situation, and had to run.

There will always be fear in our lives. But maybe that's more important than we think?