The episode opens with yet another sweep of the city, this time, with a helicopter flying around. At Gotham University, a charity book signing is taking place, with guests talking about a series of crimes on the school. Reporter Summer Gleeson tries to get an interview with a professor, Dr. Long, who doesn't have much to say about them. Bruce Wayne then meets Summer and Long outside an elevator. Long visibly holds contempt for Bruce, as he says that he attended school with Thomas Wayne, Bruce's father. When Bruce comments that his father would be proud because Wayne Industries had been successful lately, but Dr. Long scoffs it off, saying that Bruce has disgraced his father's name by being an idiot playboy. Summer assures Bruce that Long is just upset at the series of vandalisms and robberies, but Bruce is visibly distressed at what Long said. Bruce then spots a suspicious-looking helicopter and goes to investigate.The scene then moves to a supervillain in a scarecrow costume and his two henchmen breaking into the university's Bank. A guard tries to stop them, but the villain sprays a strange gas at him, with him explaining that the gas causes the breather to experience their greatest fear. The three break into the university's money vault, with the boss telling his henchman to burn what he can't carry, saying that he wants revenge on the university. Batman then arrives on the scene, with one of the henchmen alerting his boss that he's arrived. The villain then throws pellets of his fear gas, but Batman, prepared as ever, emerges wearing a gas mask. The villain then reveals his name: The Scarecrow, just before one of his henchmen surprises Batman. Scarecrow then shoots a poison dart as Batman tangles with the henchman, and the dart immediately dazes him. Scarecrow then lights the gas he poured around the vault earlier, and while Batman tries to hold Scarecrow down, he escapes, but not without Batman tearing a part of his mask. Batman then hallucinates a vision of his father among the flames.As the fire sprinklers put out the fires, the hallucination fades away. Batman stumbles out of the vault while some police arrive. The guard from earlier then explains the situation to Detective Harvey Bullock, who then accuses Batman of letting him get away. Bullock then sees the piece of evidence that Batman tore off Scarecrow's mask and tries to take it forcefully from him, but Commissioner Gordon arrives, and Batman, while Bullock is distracted, makes a getaway.Cut to a chemical plant where Scarecrow and his henchmen make their base. The henchmen wonder why Scarecrow wanted to take revenge on the university, and Scarecrow explains that he once taught there as the Professor of Psychology. Ever since he was young, he always had an obsession with fear, trying to scare people as much as he could. After he became professor, he conducted experiments on fear, but Dr. Long disapproved of their brutality and kicked him out. Scarecrow then swore revenge on the university for this reason.Back to Batman, he is back at his mansion trying to analyze the piece of the mask he tore. He is still shaken by the effects of the toxin. Bruce then wonders to himself why Scarecrow would want to ruin the university. Bruce explains the effect of the fear toxin on his mind to Alfred, saying that his father keeps saying that he's a disgrace. Alfred assures Bruce that his father would be proud.Scarecrow and his henchmen are next seen attacking a Gotham University benefit ball. Scarecrow's gas is sprayed all around the guests while he incapacitates Dr. Long to take his suitcase, as well as kidnapping him to torture him later. Batman then arrives to try to stop Scarecrow, but is instead attacked by the guests, who hallucinate him to be a giant bat. Batman escapes just in time to see a blimp pumping fear gas, and Batman grabs on. Scarecrow orders a henchman to stop him, but their fight unfortunately damages the blimp, causing it to fly out of control. The blimp then crashes, causing both combatants to fall. Batman's Grappling-Hook Gun saves him, but he suddenly has another hallucination of his father in the form of a skeleton, calling him a disgrace. Batman then fights against the hallucination, boasting to it:
Batman: No...no...you are not my father! I am not a disgrace! I am vengeance. I am the night. I... am... BATMAN!With the hallucination gone, Batman gains enough clarity of mind to go after Scarecrow. When it seems Scarecrow is cornered, escapes the blimp using an eject glider. Batman rescues Dr. Long from the blimp, which then crashes and explodes.Batman then calls the Batmobile and receives word that his computer has finished analyzing the piece of the mask that he tore from the Scarecrow. After a few more analyses, the computer comes to the conclusion that Scarecrow is Jonathan Crane, a former Professor of Psychology at Gotham University who specialized in fear. Batman then heads off to apprehend Scarecrow at the Crane Chemicals facility. Batman, offscreen, turns Scarecrow's on fear gas on him. Through Scarecrow's hallucinations, it's revealed that his greatest fear is bats. Batman then turns Scarecrow into the GCPD.The final scene of the episode is Bruce at his parents' grave, paying his respects to their memory.