The episode opens on Gotham city at dusk, a helicopter darts between the buildings. We cut inside the helicopter to see that it is filled with hoodlums and their guns.
LS: It seems like villains have really easy access to helicopters in Gotham.
Morrie: It's like there's some place where villains rent them. And they all know how to fly one.
The scene cuts to a banner which reads “Save the University, Charity Book Signing.” People milling about beneath the banner have expository conversations with one another. Apparently the University has been suffering from vandalism and robberies, and is in danger of going broke. The woman who was tied up in Christmas with the Joker approaches an old man with a titanic mustache. She introduces herself as Summer Gleason, so apparently I was wrong about her being Vicki Vale.
The two discuss how dire the University's situation is, and end up in an elevator with Bruce Wayne. The episode then briefly cuts to a shot of the helicopter hoodlums loading their Tommy guns.
Morrie: All criminals all the time use Tommy Guns.
LS: Well, it is based on the 1940s.
Morrie: Menemenemeh >.>
Back in the elevator, Massive Mustache Man lets Bruce Wayne know just how disappointed his father would be to know that Bruce has dragged the Wayne name through the mud.
Morrie: God damn, Batman looks really sad.
LS: Mustache went way too fucking far, too. I mean, “Your father would have died of shame?” Who fucking says that?
Morrie: That's like telling Caroline Kennedy that she didn't live up to her father's expectations.
LS: Yeah. God damned heartless. I bet he's the kind of professor students know not to take classes from.
Batman hits the “L” button on the elevator, and stands there brooding for a moment. But then he sees a helicopter flying by outside of the building, and gets really suspicious.
LS: Why in the world would seeing a helicopter get him all excited like that?
Morrie: Because villains always rent helicopters. Haven't you been paying attention?
The scene cuts to the lobby, where a security guard is reading a Tiny Toons comic, which is a nice reference to Bruce Timm's earlier work. His merriment is interrupted when the villains blow a hole in the ceiling, and climb down via a rope ladder.
Morrie: I like how explosions always cause perfectly sized holes.
LS: I want to know why they decided the easiest way into the building was to blow a hole in the ceiling when there's a window RIGHT THERE.
LS: This is the first good look we get at the Scarecrow, so it's as good a time as any to ask: what the FUCK is up with his head? It's like a balloon attached to his shoulders.
Morrie: Honestly his entire frame is way too skinny to be healthy.
LS: Maybe the scarecrow is Anorexic. How can we blame him, trying to live up to the example set by the mad scientists on the covers of Scientific American.
Scarecrow's fear toxin is introduced as he incapacitates the guard. The guard begins to freak out as he hallucinates that red four legged spiders are crawling all over his body. The scarecrow and his goons then head off to loot the “university vault.”
Morrie: I don't think Universities have vaults.
LS: It even has the huge circular vault door and everything, right out of a bank.
Scarecrow and one of his goons grab a bunch of the money, and start spreading around gasoline to burn up the rest. They're interrupted when the other henchman, standing guard outside, shouts “Help, boss! It's the batman! He's got me! Hrgmph!”
Morrie: Smooth, Batman. That's some sneaky-sneaky right there.
Scarecrow has his remaining goon climb up on top of the safety deposit boxes in perpetration for an ambush. He then throws a smoke bomb filled with fear toxin at the doorway. Batman, never to be outdone in preparedness, is already wearing a gas mask. He asks Scarecrow who he is, and Scarecrow melodramatically replies “I am fear incarnate! I am the terror of Gotham! I am THE SCARECROW!” A little later in the episode, Batman makes a melodramatic self-proclamation of his own, shouting “I am vengeance! I am the night! I am BATMAN!” I wish they had moved that line here. I like to think that's just how everybody in Gotham introduces themselves.
Scarecrow starts threatening Batman with a roadside flare. His goon jumps out, and provides just enough distraction for Scarecrow to shoot batman right in the back of the head with a dart gun.
LS: ...why not a real gun? With a bullet. One that would, ya know, kill batman.
Morrie: Because Batman would dodge a bullet. Darts are his one weakness.
Batman, weakened by the dart's toxin, stumbles forward apparently with the intent of knocking the flare out of Scarcrow's hand, lighting the gasoline, and setting the vault aflame. Scarecrow and his two goons easily flee, but not before Batman manages to tear a bit of cloth from scarecrow's cowl. Batman then suffers a terrifying hallucination of his father, telling him just how ashamed he is of Bruce. The show then cuts to commercial, with the cliffhanger of Batman being unconscious in a burning building.
As we return from commercials, the sprinklers come on, and save Batman from any harm. The cops show up, and Detective Bullock mocks Batman for failing to stop the burglary.
LS: Well that was anti climactic. Saved by building codes.
Morrie: I hate this scene. Batman should never be this chummy with the cops. He's supposed to be mysterious, and somewhat supernatural. Him standing in a room full of cops with a headache just makes him seem like a crazy guy in a bat suit.
LS: Speaking of, where does Bullock get off blaming Batman? At least he was there, unlike the the Gotham City PD. Besides, doesn't he know that Batman ALWAYS loses his very first encounter with the Scarecrow? Otherwise the fear toxin wouldn't get any play time in the episode.
Back at Scarecrow's HQ, with the helicopter parked out front, the villain explains to his cronies just why he hates the university so much. He worked there once, as a psychology professor specializing in phobias. He essentially describes how he's been a psychopath his entire life. He was eventually kicked out of the university for locking people in rooms filled with spiders and snakes. Which seems pretty reasonable to me.
LS: I'm pretty sure “phobia specialty” isn't a real thing.
With the exposition out of the way, the show cuts to the Batcave, where the camera inexplicably focuses on a television commercial which shouts “You'll feel like a million dollars. I've watched this episode a few times now, and I honestly have no idea how this fits into the rest of the show. Unless it's just supposed to be a joke about how Batman is feeling sad right now.
Batman puts the scarecrow's mask into the bat computer's omni-scanner, and it lets him know that it will “scan and cross reference.” Which normally takes no time at all, but in this episode seems to require a few hours. Batman then ponders aloud, wondering why Scarecrow would hate the University.
Morrie: I know! How about we look up people who have been fired from the university. That seems like a pretty simple place to start. Come on, world's greatest detective. HINT HINT!
LS: I love Alferd's line here. “Imagine that, sir! Someone dressed up in a frightening costume, running around scaring people. What will they think of next?” I think that Alfred honestly thinks Bruce is fucking crazy, but is just too prim and proper to express it as anything other than passive aggressive slights.
Batman begins to whine to Alfred about how hard it is to have dead parents, and how he thinks his dad would be ashamed. But Alfred tells him to suck it up. Then leads him off to go to bed. The show cuts to the University, which is holding another fundraiser, which is again crashed by Scarecrow, who begins flooding the place with his fear toxin. His goons grab Professor Massive Mustache, and there's a good 1-2 seconds of Scarecrow's still-frame shit-eating grin before Batman shows up and throws a grapple around his leg.
LS: Wait, I thought Batman went to bed. We established that like...half a fucking minute ago!
So everyone, under the effects of the fear toxin, sees Batman as a horrible bat creature. But instead of fleeing from him, the entire charity auction decides to attack him. Apparently fear toxin can make you experience your worst fears, or make you aggressive, depending on whatever works best for Scarecrow at the time.
Batman escapes from the gassed up mob, and chases Scarecrow to the roof just in time to grab the last trailing bits of tubing from Scarecrow's dirigible.
LS: Okay, I get that there's a helicopter rental for super villains, but where the fuck did he get THAT?
Morrie: I'm convinced that there's a supplier of these things, and Batman could stop half the crime in the city by just shutting them down. But he doesn't, because he likes to fight crime.
As Batman climbs inexorably upwards, Scarecrow is within the dirigible’s cabin, excitedly announcing that not only has he ruined the University, but that Batman has been annihilated.
LS: Wait, what? What makes Scarecrow think that? Last time he saw Batman, he was surrounded by scared donors, sure. But I don't think seeing a superhero get hit in the head with a woman's purse justifies jumping to the conclusion that he's dead. He must have been a pretty awful research scientist if he jumps to conclusions so easily.
So Batman shows up, Scarecrow shouts “IMPOSSIBLE!” and sends his goons out to stop the Batman. Which leads to an exciting fight atop the dirigible, ending only when the dirigible crashes into a building, no doubt killing a few people. Batman manages to avoid falling through the use of his grapple gun, but fails to catch Scarecrow's goon, and the man falls, presumably to his death. But we're shown a brief cut of the guy landing on a restaurant awning, letting us know he didn't perish.
Morrie: They talk about this in the commentary for Justice League. It's called the “Still Alive Rule.” They couldn't leave characters in situations which suggest that they might have died. They need to have a “Stillalive Cut,” or a “Stillalive Groan,” to let the audience know that nobody is dead. It shows up all the time.
LS: It's really too bad. I understand that it's not the producer's fault, it's the fault of overprotective parents. But honestly, when I was a kid, and watching this show, I was annoyed with cuts like this. I'm talking about when I was 6 or 7 years old. Young enough that I was one of the kids supposedly being “protected” from violence, but it just broke my suspension of disbelief. Which is pretty bad, because at 6 or 7, kids believe just about anything.
So anyway, Batman grapples back up to the dirigible, and is barely hanging on to it when he's hit by another toxin-induced fear attack. His father repeats the line about being ashamed of Bruce, but Batman decides he's had enough of this shit, and banishes the specter with the greatest line in the entire series.
Newly emboldened, Batman swings into the dirigible's cabin, and throws one of Scarecow's goons against the control board, causing the airship to crash into another building, again killing several. Scarecrow pulls a gun on Batman, and Batman notices just in time to position the goon in the line of fire. Unfortunately for Batman's code of conduct, Scarecrow has learned from his previous encounter with Batman, and this time it is are real gun. The goon falls over dead.
...No, not really. The goon starts hallucinating about being in prison. He leaps out the window, falling to what would be his death, but we're treated to another “stillalive cut” of the fellow landing on a handily placed tree. Scarecrow escapes an an ultralight, and Batman leaps free with Professor Massive Mustache, just in time to avoid a massive flaming dirigible crash into the side of a skyscraper, doubtless killing dozens, or even hundreds of occupants. Not to mention those unfortunates on the street below, who must suffer a rain of flaming wreckage.
But at least Professor Massive Mustache is okay.
Back in the bat mobile, the bat computer has conveniently finished its analysis of Scarecrow's mask's material. Apparently it's pretty special, because only a few labs in town manufacture it. Batman asks the computer to cross reference with former employees of Gotham State University, which he really ought to have simply done from the get go. One is found who just happens to specialize in “Fear and Phobias,” which just sounds more ridiculous every time I hear it.
Batman somehow arrives at Scarecrow's chemical company before he does, and opens the valve on some fear toxin containers, causing the Scarecrow to see him as a giant bat demon, as Batman grabs him and hauls him off to jail. The episode wraps up with Bruce visiting the graves of his parents, putting a nice endcap on the guilt which has plagued him throughout this episode.