The episode opens with a view of the city, as a man swings through the skyscrapers. Witnesses think it is Batman until he crashes into a bank of lights. Batman and Robin soon follow this man until he crashes into a huge ad causing part of it to fall and he ends up dangling from the edge of a building. Batman and Robin manage to stop the debris and wires from crushing or electrocuting the people below. Batman helps the man up but he claims he no longer fears anything and tackles Batman throwing them both off the building. Batman uses his grapple gun to save them both. As the crowd cheers, a man in a white suit leaves looking displeased. In an auditorium, he explains what happened to a shadowy figure that scolds him for not keeping an eye on the man, who was a test subject.The next day at Wayne Enterprises, Bruce is heading to his office when his secretary tells him that Seymour Grey, a normally quiet employee, has been calling all day and that Tim is in Bruce's office. Tim asks about the man from yesterday and to his surprise, Bruce says that the man was afraid of heights. Just then, Seymour Grey bursts in and demands to speak to Bruce. He says he had great ideas for the company and until now, he never voiced them out of fear of losing his job. He angrily quits and forcefully kisses Bruce's secretary. As security takes Grey away, Bruce notices his wallet on the floor with a business card saying "Never Fear".In his Matches Malone disguise, Bruce attends the Never Fear seminar led by the Guru, who claims it can help people get rid of their fears. Bruce sneaks off into a hidden office and finds a drawer full of gas canisters. Suddenly, a shadowy figure knocks him out — the Scarecrow.Bruce wakes up at the Gotham Zoo next to the crocodile cage. The Scarecrow confronts him from a high hill on the other side. Bruce pretends to be thief snooping for some cash. Scarecrow shoots him with a gas gun and dares him to come across. Bruce fearlessly climbs over the fence and the crocs tackle him into the water. A cloud of blood emerges and the Scarecrow says, "Welcome to the food chain", and leaves. Just then, Bruce rises out of the water and leaves unharmed as a crocodile's body floats up.Back at Wayne Manor, Tim and Alfred discuss Bruce's absence when he suddenly bursts in angrily and tells Tim to suit up. As they fly through Gotham in the Batwing, Batman explains that Scarecrow has developed a new toxin that, rather than cause fear, takes it away completely, leaving people reckless daredevils. As he pilots through dangerous turns and a near miss with a plane, Robin ask him if he breathed the gas. Batman says yes but claims he can handle it. Robin is not convinced.At the Scarecrow's lair, Batman and Robin discover that the canisters are gone, and the Guru confronts them with several armed goons. Batman fearlessly dodges the bullets, until Robin disarms the goons with his batarang, letting Batman take them down. Batman ties down the Guru, who refuses to talk, not caring if he goes to jail. Batman then dangles him over the roof and then starts slowly cutting the rope.
Batman: Death is death. Does it matter who administers it?The Guru confesses that the Scarecrow is going to fill the subway with the gas. Batman coldly leaves without pulling him up. Robin catches the rope just as it breaks, saving the Guru. As Batman heads for the Batwing, Robin coils a grapple around him and takes his belt, telling Batman he is out of control and is not afraid to kill. Batman offers to let Robin lead if he unties him. Robin turns to him but stops and realizes it is a trick. Batman then furiously yells as Robin leaves.At the subway, Robin sneaks onto the train and spots the Scarecrow preparing a message for the mayor:
Scarecrow: You'll soon see what Gotham City will be like without fear, and it won't be pretty. Fear is the glue that holds society together. It's what makes people suppress their worst impulses. Fear is power, and today it will be quite expensive if you want the antidote.Robin attacks the Scarecrow, but one of his goons hits and cuffs him. Batman has escaped and he gets aboard the train. Growing more dangerous and psychotic, he throws Scarecrow's henchman out the windows not caring whether they land safely. Ignoring the cuffed Robin, he attacks and strangles the Scarecrow, breaking the train controls in the process. Robin frees himself but cannot dissuade Batman, so he grabs an inhaler with the gas's antidote and sprays it in Batman's face. Batman comes to his senses, and as the train heads for a ravine, he jumps off with Robin and the unconscious Scarecrow.Heading out of the subway, Robin tries to apologize for tying Batman up but Batman stops him, telling him it was the right thing to do and adding that a little fear is a good thing.