"Why?" I asked, staring up at his massive form. His body twisted and recoiled at my question, a hiss echoing through the murky blackness.

"Why? Why what, Guardian?"

"Why are you trying to destroy us? The children's faith in us?"

"Sssuch a sssilly quessstion. You're ssstalling. Come, let us end this pointless encounter." A guttural growl resounded, and I fought the urge to flee.

"I need to know why. Please. As my dying wish."

Although his body continued to roil, Fear did not respond to me immediately. The eerie silence hung around us like a leaden blanket.

"Why do you wisssh to know? You do not care. You came here to defeat me, and have lossst. Why delay the inevitable?"

"Because I don't believe it has to be inevitable," I spoke up, hoping I was reaching him, "and that you're not wholly..." I paused with the final word.

"Evil," he laughed bitterly. "If you mussst know, I wasss not alwaysss what you call evil. You can blame your Man in the Moon for that."

"The Moon?" I asked, unsure of what he was claiming. The Man in the Moon made him a villain?

"When you and Pitch were created, I, too, found myssself a ssspirit alongssside you. But the Man in the Moon had not intended my creation, ssso I wasss left without form, without body." He hissed at the faint spectre of the moon shining beyond the haze of darkness. "Your Man in the Moon had forsssaken me, left me to fend for myssself. He refusssed to allow me to be ssseen. He did not believe fear could be good. I was outcassst, banissshed, never to feel the faith you and your Guardiansss ssso proudly disssplay."

"But why did you-"

"Becaussse I wasss left with no other choice!" He snapped, the glowing red embers of his eyes flaring. "The fearsss of the children were all I could feel. All I could ussse to ressstore sssome of the ssstrength the Man in the Moon had denied me. Your preciousss Moon refusssed to sssee the good ssside of my nature. That I could help protect the children too."

"If you care so much about the children, why are you doing this? Why did you take over Pitch?" My fists clenched and I stared defiantly up at his massive form. The longer we spoke, the more pronounced the light of the Moon grew behind him.

"To prove to your Moon that I am ssstrong enough. Asss an intangible ssspirit, I could do nothing more than feed off of what the children experienced on their own. But with the help of Pitch...I could grow my power indefinitely. I could prove to the Man in the Moon that I wasss worthy of being noticed."

"Yet you feed off of the unreasonable fears of children. If you cared about them, why not help them understand the good side of fear? The side that keeps them safe?"

He sighed heavily, turning his head from me. "Faith wasss the one thing the Man in the Moon continually denied me. I could not be ssseen, ssso I was unable to ssshow the children the good ssside of fear. I had no other choice. I jussst...wanted to be ssseen. Wanted to be believed in. I wanted the children to have faith in me."

Despite myself, I recognized the close understanding I had of his words: all those years I had spent as a spirit, unnoticed, despite the love and affection I shared for each child, each wish. The Moon had isolated him, left him alone; unseen, and faithless. He had spent all those years by himself, forgotten. Fear had no one. When Pitch had been overtaken, he had always claimed...it was his turn to be believed in. Unable to have faith, Fear resorted to being feared, grew his powers on something the Moon couldn't control. He wanted the faith of the children. He did care about them. His isolation and spite had twisted his dream into something ugly, and evil.

"They still can," I said, hoping that perhaps I could convince him from the path he was on.

"No, they can't!" he growled. "The Man in the Moon will never allow it. If I can remove faith completely...then belief isss all I need. Then perhapsss...the children will sssee me."

His mournful expression faded, and he bared his teeth as he turned to look at me.

"You, the Guardian of faith, are all that ssstandsss in my way."

"Fear, don't! We can-"

"There isss nothing you can do! It'sss my turn to rissse. My turn to be believed in. If the Man in the Moon will not allow me faith," he snarled, eyes burning brightly, "then I ssshall have fear."

He released a massive roar, shaking the sky as billowing black nightmare sand began swirling around me. I covered my eyes, reaching for my pendant. It began to glow brightly underneath my fingers, a rainbow of color pulsing outward through the shadows.

"Fear!" I cried, still trying to reach him. But he had closed off his mind. Another roar resounded, but it seemed farther away. Nightmare sand surrounded me, filling my throat and choking me. I raked at my neck, fighting the crushing pressure of the winds and battering of needle-like sand against my skin. Fear began to overwhelm me, piercing my mind with tendrils of darkest black, clouding my thoughts with terror and death. In my panic, I grasped the necklace that hung about my neck. A gentle light shone from the swirling metal. The pain was dulled, the screaming of the wind drowned out. Everything faded away. The only thing I could sense was a single, unspoken wish.

I wish for the children to have faith in fear.

A giant black claw swiped through the darkness around me, and for a moment time stood still. I tightened my hand around the pendant in my palm, raising it to meet the impending blow. As Fear's talons reached me, a bright blast of color exploded around us. The rainbows swirled and spun, blending together until they were only a blinding flash of white light. The song swelled and echoed around us, filling my mind and lifting my heart.

Time froze, and I felt something inside me waver and falter, then stand strong.

But not even I could have predicted what happened next.