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 against 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, 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; the villain 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 lights the gas he poured around the vault earlier, and while Batman tries to hold Scarecrow down, he escapes, but not before Batman tears off a part of his mask. The poison dart causes Batman to hallucinate 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 accuses Batman of letting him get away. Bullock 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.
Batman is back at his mansion trying to analyze the piece of the mask he took. He is still shaken by the effects of the toxin. Bruce 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 crashes, causing both combatants to fall. Batman's Grappling-Hook Gun saves him, but he suddenly has another hallucination of his father, who transforms into a giant skeleton, calling him a disgrace. Batman fights against the hallucination, boasting to it:
With the hallucination gone, Batman gains enough clarity of mind to go after Scarecrow. When it seems Scarecrow is cornered, he 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 own 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.
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. 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: Inadvertently induced by Scarecrow in his henchman Nigel when he hits him with a fear toxin dart meant for Batman. He develops hyper-claustrophobia and jumps out through the zeppelin's broken bridge windows to escape the walls closing in on him.
- Saved by the Platform Below: The Scarecrow accidentally hits one of his henchmen with his fear toxin. The toxin's hallucinatory effects scare the henchman so much that he runs and jumps out of the Scarecrow's blimp. Fortunately, he is shown landing in a tree seconds later.
- The Shadow Knows: The episode ends with Bruce visiting his parent's gravesite. As he walks away, Batman's shadow follows.
- 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.