The episode opens with a sweeping shot of the city while a helicopter flies across the screen. The scene cuts to a charity book signing at Gotham University. Reporter Summer Gleeson interviews one of the professors, Dr. Long, about a series of crimes that have plagued the university recently. They enter an elevator with Bruce Wayne, whom Dr. Long displays open contempt for. He went to school with Bruce's father and claims that Thomas Wayne would be ashamed of how Bruce has disgraced the family name. Though Summer tries to comfort him by saying that Dr. Long is just lashing out over the dire straits the university is in, Bruce is clearly distressed by Long's words.
Down below, the helicopter stops over the university's bank. A man dressed as a scarecrow and two thugs enter by blowing a hole in the roof. A security guard tries to stop them, but the scarecrow sprays him with a gas that makes him hallucinate his worst fear—spiders. The three break into the university's vault and steal all the money they can carry, then begin dousing the rest in gasoline in order to burn it. When one of his henchmen expresses confusion, the leader reminds him that the real purpose of the robbery is revenge.
Batman chooses this moment to arrive on the scene; the leader fills the room with fear gas, but Batman has come prepared with a gas mask. The villain identifies himself as the Scarecrow and has one of his henchmen jump Batman from behind. In the ensuing scuffle, the Scarecrow shoots Batman with a dart covered in fear toxin and sets the vault on fire before making his escape. Batman manages to tear off a piece of Scarecrow's mask, but is unable to mount a pursuit as the toxin causes him to hallucinate his father telling him that he is a disgrace.
Eventually, the fire suppression system kicks in and douses the flames. Batman stumbles out of the vault and briefs the police on the situation. After a brief altercation with Bullock, who accuses him of deliberately letting Scarecrow escape, Batman takes advantage of Commissioner Gordon's arrival to make his exit.
Meanwhile, Scarecrow and his henchmen recover from their brush with Batman in a chemical plant that serves as their base. When one of the goons asks why Scarecrow wants to destroy the university, he explains that he once taught there as a professor of psychology. He was always fascinated by fear and enjoyed inducing it in others; once he joined the university faculty, he used their resources to conduct experiments that revolved around fear. However, Dr. Long decided that those experiments had gone too far and had him fired.
Back in the Batcave, Bruce analyzes the piece of Scarecrow's mask. His efforts are hampered by Scarecrow's fear toxin, which continues to affect him. Upon learning this, Alfred reassures Bruce that his father would be proud of him.
Scarecrow attacks a university benefit ball by spreading fear gas through the ventilation system. He then takes a suitcase full of donated money and kidnaps Dr. Long, planning to torture him further. Batman intervenes, but the guests who are suffering the effects of the fear gas think he is a giant bat and attack him. Scarecrow takes advantage of this to escape to a blimp with Dr. Long and his henchmen.
Batman pursues him and succeeds in boarding the blimp, only to be confronted once again by a vision of his father. This time, however, he fights back and succeeds in shaking off the effects of the fear gas.
His confidence restored, Batman re-enters the fray. The blimp's controls are damaged in the fight, causing it to veer out of control. Scarecrow's henchmen both fall out of the blimp and land safely below, while Scarecrow himself makes his escape in a small glider. Batman jumps out with Dr. Long and the suitcase of money just before the blimp crashes.
Batman returns to the Batmobile and discovers that his computer has finished analyzing the piece of Scarecrow's mask. By cross-referencing companies that produce the material with former employees at Gotham University, he deduces that the Scarecrow is really Jonathan Crane, a former psychology professor who specialized in fear and phobias. Batman finds Crane at a Crane Chemicals plant and gives him a taste of his own medicine by dosing him with his own fear gas. Crane, terrified by a hallucination of a giant bat, offers no resistance as Batman captures him.
In Commissioner Gordon's office, Bullock is still trying to insist that Batman let Scarecrow escape and is clearly in league with him when Batman himself turns Crane in, much to the Commissioner's amusement.
The final scene of the episode shows Bruce at his parents' grave, paying his respects to their memory.
Tropes in this episode include:
- Backstory: Scarecrow explains his backstory to his henchmen—he used to be a professor that experimented on the students.
- Berserk Button: Being called a "lunatic" was probably what pushed Crane further.
- Dean Bitterman: Dr. Long. At least from Scarecrow's POV, for putting an end to his inhumane experiments.
- Early Installment Weirdness: Scarecrow's costume looks considerably different in his first appearance than it does later in the series, especially the later revamp from The New Batman Adventures.
- Also, he was an Evil Brit (for no clear reason) before changing to an American accent in his next apperance.
- Floating Advice Reminder: Played with when Batman has been dosed with Scarecrow's gas and is tormented by a floaty-head telling him he has failed the family name. This leads directly into the well-known "I. Am. BATMAN!" scene, and is followed by Bruce beating up Scarecrow's mooks and rescuing a hostage. He even gets a Theme Music Power-Up!
- Gas Mask, Longcoat: Scarecrow's henchmen dress this way at their attack on the University Benefit, making them look a lot like the Wesley Dodds Sandman.
- Heroic Willpower: How Batman is able to overcome the hallucinatory effects of the Fear Toxin.
- Hoist by His Own Petard: Scarecrow gets a dose of his own fear toxin, and cowers in helpless horror as Batman (whom he sees as a Man-Bat-like monster) looms over him.
- I Am the Noun:
- Scarecrow introduces himself thus: "I am fear incarnate. I am the terror of Gotham. I am the Scarecrow!"
- Topped by Batman when he throws off the effects of the fear toxin with a very famous Badass Boast:Batman: I am not a disgrace! I am vengeance! I am the night! I... am... BATMAN!
- Inverse Law of Utility and Lethality: The first time Batman meets Scarecrow, he turns his back on Scarecrow to deal with his goons and Scarecrow pulls out a gun and shoots him in the neck. It seems a matter of luck that it was loaded with a dart full of nightmare toxin instead of something crazy like bullets. Which actually makes sense, considering the Scarecow's MO.
- Ironic Fear: Crane seems to have been afraid of bats even before becoming the Scarecrow, as evidenced by how he reacts to his own gas.
- Jerkass Has a Point: When Dr. Long nastily criticizes Bruce for being a Rich Idiot With No Day Job, Bruce is clearly wounded and thinks Dr. Long might be right, despite his nocturnal efforts as Batman. This is exacerbated by Scarecrow's fear toxin. Aside from this, Dr. Long, is definitely right about one thing, that the faculty member that would become the Scarecrow, Professor Jonathan Crane, had gone too far with his fear-induced experiments that endangered his patients, and Dr. Long was correct to fire him for being a "lunatic."
- Large Ham: Scarecrow. He's completely different than in The New Batman Adventures, where he has a Creepy Monotone voice.
- Money to Burn: Once inside the university's vault, Scarecrow orders his henchmen to take whatever money they can and burn the rest, explaining that he's personally seeking revenge rather than profit.
- Mythology Gag: The Scarecrow's fear gas comes out of the air vents in the same manner as Joker's sleep gas in Tim Burton's Batman (1989).
- Never Say "Die": Subverted. One of Scarecrow's lines appears to play it straight—but since his dim-witted henchman doesn't understand the euphemism he uses, he becomes more explicit:Scarecrow: My revenge is complete! The university is in the grip of fear, and Batman has been annihilated!Nigel: Huh?Scarecrow: Annihilated! Destroyed! DEAD!
- Nice Job Breaking It, Hero!: Bullock and Summer both calls Batman out for failing to stop the Scarecrow (although it's implied that the latter was a hallucination). While the former thinks he and the Scarecrow are in cahoots, the latter doesn't help Bruce's psyche.Summer: He's failed to stop the Scarecrow. Failed. Failed. FAILED!
[the TV turns off]
Alfred: Imagine that, sir.
Bruce: [shakes it off] Huh? Wha?
- Off-Model: This was the test episode for Koko Enterprises/Dong Yang. The Scarecrow's overall look was changed by the animators. Originally he had a more crooked and twisted posture. Later episodes featuring him ended up following this design.
- Parental Substitute: Alfred makes it clear that he is doing his best to fill in for Thomas Wayne when he reassures Bruce that Thomas would be proud of him, because "I'm So Proud of You."
- Primal Fear: Apparently Dr. Long's big fear, as shown when he got his with the gas he sees his hands turning boney.
- Psychic-Assisted Suicide: Almost inadvertently induced by Scarecrow when he hits his henchman Nigel with a fear toxin dart meant for Batman. Nigel develops hyper-claustrophobia and jumps out through the zeppelin's broken bridge windows to escape the walls closing in on him. Luckily for him, he lands in a tree that cushions his fall.
- Saved by the Platform Below: As noted in the Psychic-Assisted Suicide entry above, one of the Scarecrow's henchmen luckily falls into a tree when an accidental dose of fear toxin makes him flee the zeppelin.
- The Shadow Knows: The episode ends with Bruce visiting his parent's gravesite. As he walks away, Batman's shadow follows.
- The security guard in the beginning is reading a comic book called Tiny Toon Adventures.
- At one point the Batmobile computer shows a list of nearby chemical companies. Among the companies shown are S.T.A.R. Labs, which would later be featured in Superman: The Animated Series, and Axis Chemicals, which is the company that turned Jack Napier into the Joker in Batman (1989).
- So Proud of You: Alfred reassures Bruce after he describes the hallucinations he's experiencing:Bruce: The Scarecrow drugged me with some kind of fear toxin. I never know when it's going to hit me. I'm having horrible visions of my father. He says I'm shaming the family name.
Alfred: That's rubbish. I know your father would be proud of you because... I'm so proud of you.
- Stealth Hi/Bye: In the first of what would be many examples, Batman disappears in front of Bullock when he turns to argue with Gordon.
- Stuff Blowing Up: The blimp explodes rather spectacularly as if it were a hydrogen blimp. Odd in that hydrogen blimps were banned after the Hindenburg crash.
- Sunglasses at Night: Bruce's visit to his parents' graves includes this.
- Terrible Trio: Scarecrow and his henchmen form one.
- They Called Me Mad!: "Dr. Long thought I went too far! He called me a lunatic! So now, they shall learn the true meaning of terror!"
- "Well Done, Son!" Guy: The episode establishes that after a former colleague of his father sees Bruce as nothing more than a playboy, Batman's greatest fear is that he's a disgrace to his family. Alfred assures him that his father would indeed be proud of what he's done.
- "What Do They Fear?" Episode: It's Batman's, as he fears that he has disappointed his father after being affected by Fear Toxin.Scarecrow: What hidden terror keeps the Batman awake at night?
- Why Did It Have to Be Snakes?: Or bats in this case—Scarecrow's greatest fear.
- Spiders for the security guard.
- You're Not My Father: Batman declares this. Being Batman (and, y'know, knowing that his parents died years ago), he's right. The hallucination of his father that's been haunting him ever since Scarecrow gassed him disappears and doesn't return.