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 causing 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.
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:
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.
The episode's central conceit is based on a comic from 1987, though almost none of the specific story-beats are adapted.
- 555: The Never Fear card has 555-0100 as their phone number.
- Adaptational Badass:
- Robin in the comic version of the story, Jason Todd, got easily captured by Scarecrow when trying to protect an injured racecar driver from him, thanks to a dose of fear gas. Tim Drake in this episode holds up much better and keeps Batman in line.
- Inverted with Bruce, who was constantly fighting the fear toxin to save Robin, invoking Adult Fear to overcome his lack of inhibitions.
- Ax-Crazy: Batman, under influence of the fear toxin.
- Badass in Distress:
- Robin ties up Batman when he realizes that his boss is now The Unfettered under the nerve gas.
- Robin himself gets handcuffed to a pole when he tries to get the antidote from Scarecrow. He frees his hand with a quick karate chop.
- Batman Gambit: Batman tries to get Robin to let him go, promising he'll let Tim charge, but Robin realizes at the last second that it's a trick since it's too good to be true.
- Decoy Protagonist: At first, this episode follows Batman as usual in the series, but when he becomes influenced by the fear toxin and a danger to everyone else, Robin becomes the main focus of the episode when he has to stop both the Scarecrow and Batman's rampage.
- Fearless Fool: What Scarecrow's toxin makes out of everyone who inhales it by rendering them incapable of fear, which is a brilliant reversal of his usual methods of exploiting his victims' fears by augmenting them. Thus, the writers subtly make the point that some fear is absolutely justified and necessary: without it, numerous individuals would soon get themselves killed, and civilization would tear itself apart into bloody rags as people indulged all their worst impulses without fear for the consequences. Most tellingly of all, even Batman isn't such a paragon of moral virtue as to keep his Thou Shalt Not Kill rule when under the influence of the gas; it's fear of everyone's disapproval (especially his dead parents') that keeps him in line.
- Forceful Kiss: Seymour Gray, the quiet mousey guy who has not spoken up in his eighteen years at Wayne Enterprises, grabs and kisses Sarah, Bruce Wayne's secretary, after barging into Bruce's office, shouting out his ideas and then loudly quitting the company.
- Hoist by His Own Petard: Scarecrow didn't know that it was actually Batman that he was infecting with his anti-fear toxin, but if he hadn't done it, he might've been spared the No-Holds-Barred Beatdown the fearless Batman dishes out to him at the climax of the episode.
- Jack Bauer Interrogation Technique: Batman's toxin-induced recklessness leads to a particularly brutal version when he dangles the Guru off the roof and slowly cuts the rope, threatening to send him plunging to his death unless he talks. Worse, Batman leaves him there after he does talk, with Robin saving him in the nick of time.
- Lighter and Softer: Zig-zagged in regards to the comic it was loosely based on - largely because the writer of said comic, Mike W. Barr, was a master of Mood Whiplash. The comic's overall tone is much airier (the opening splash is even a deliberate recreation of the Silver Age style) and features things like Batman waltzing with killer tractors, but it also features Scarecrow casually talking a man into suicide, a pretty horrific image of Batman burning alive, and the grim vision of Jason's tombstone closing out the final page.
- Poison-and-Cure Gambit: Scarecrow's extortion racket this time, with a threat potentially even more dangerous than Roland Dagget's virus in "Cat Scratch Fever".
- Save the Villain: Robin had to save the Guru and the Scarecrow from an Ax-Crazy Batman.
- Slasher Smile: The Ax-Crazy Batman sports one when threatening the Guru and proceeding with the Jack Bauer Interrogation Technique.
- Thou Shall Not Kill: The only time in the show when this was subverted by Batman in any way. Under the influence of Scarecrow's no-fear gas, he wanders into a crocodile exhibit and seemingly kills them when they attack him. Worse, he is reckless about possibly killing people, such as leaving the Guru dangling, tossing mooks off a train with no thought to whether or not they will land safely, and strangling Scarecrow forcefully enough that he might have died if Robin hadn't intervened.
- Truth Serums: while Scarecrow's gas doesn't exactly force people to tell the truth, it certainly removes very nearly every reason they have for keeping less socially convenient truths to themselves, as demonstrated with Seymour Gray's Brutal Honesty toward his boss and his coworker.
- What the Hell, Hero?: Robin calls out Bruce for nearly violating his Thou Shalt Not Kill rule, and not standing down when he's not in any condition to do hero work.
- Would Hurt a Child: Batman tosses Robin like a ragdoll in the climax. Fortunately Tim recovers and administers the antidote.