DC Animated Universe

"Nothing to Fear" is the third episode of the first season of Batman: The Animated Series. Due to schedule changes, it was the tenth episode to air. A criminal calling himself the Scarecrow starts wreaking havoc in revenge against Gotham University, stealing funds while intoxicating people with a gas that causes nightmarish hallucinations. When Batman first tries to stop him, he gets intoxicated, and begins to see his worst fear: his father considering him to be a failure.


A Gotham University Charity Book Signing is in progress, and the guests talk about the string of robberies and vandalism that has been plaguing the university. Summer Gleeson greets one of the university's professors, Dr. Long, and asks to interview him about the robberies as he makes his way out. The two enter the elevator and encounter Bruce Wayne. Long tells Bruce that he attended university with Thomas Wayne, who had big plans for his son. Bruce assures Long that his father would have been at least pleased that Wayne Enterprise has made great profits, but Dr. Long huffs in disagreement. He believes that Bruce has disgraced the Wayne family name by acting nothing more than a rich playboy, adding that it was fortunate that Thomas had not lived to see what had become of his son. Though Summer tries to assure Bruce that Dr. Long is only angry because of the troubles of the university, it's obvious that his words are troubling him. While looking out the elevator windows, Bruce notices a helicopter landing on the University Bank and heads out.

Meanwhile, two goons and a man dressed up as a scarecrow blast a hole in the ceiling and are confronted by the security guard. The Scarecrow sprays the guard with gas, and he writhes in horror as he suddenly sees himself covered with spiders. The goons watch in confusion, as they see nothing. The Scarecrow explains that he caused the guard to see his worst fear: arachnophobia. They then head into the vault, where Scarecrow instructs his goon to take only what money he can carry, then burn the rest of it as his primary goal is revenge, not theft.

As Scarecrow pours gasoline, Batman arrives and quickly subdues the thug, Nigel, outside the vault, throwing him at the Scarecrow's feet. After the other goon, Anthony, jumps Batman, Scarecrow shoots Batman with a drugged dart. Scarecrow then sets fire to the gasoline, and he and his men escape.

Batman's first hallucination of his father

Batman's first hallucination of his father.

Batman has managed to grab a scrap of Scarecrow's mask but is weakened and somewhat disoriented by the effects of the gas. While he tries to escape, he hears a voice and then sees a vision of his father in the flames telling him that he has disgraced the family name. The fire sprinklers come on and extinguish the fire, but Batman is still affected. The police arrive and question Batman about who attacked the bank. Harvey Bullock arrives and attempts to intimidate Batman for some answers. Commissioner Gordon arrives and demands to know what Bullock is doing. As Bullock tries to explain, Batman disappears.

Crane's experiments

Jonathan Crane checks on one of his fear experiments at the University.

Elsewhere, Scarecrow watches a newscast on Batman's thwarting of the fire. As he rants, his goons wonder what Scarecrow has against the university. He explains that he used to be a professor of psychology, specializing in fear at the university, where he developed the fear gas which was originally to help his test subjects conquer their worst fears, but was expelled by the board members, among them Dr. Long, after they believed he was taking his experiments too far and branded a lunatic. Now maddened that his intentions backfired, Scarecrow has resolved to destroy the university entirely and show them the "true nature of horror".

Meanwhile, a still weakened Bruce does an analysis of Scarecrow's mask. As he waits for his computer's results, he struggles to fight the effects of the gas. He stares at a picture of his parents and trembles as he hears his father telling him that he failed him. A news report on another screen shows Summer reporting on the arson attempt and Batman's failure to catch the perpetrator. Bruce hallucinates Summer saying how he "failed" repeatedly. Alfred switches the TV off before the hallucination can get worse, and inquires as to whether Bruce is alright. When Alfred is told about the hallucinations, he firmly assures Bruce that Thomas would be proud of him.

Later, at a Gotham University Museum benefit, the room is suddenly flooded with gas, and Scarecrow waltzes in. As the guests go into crazed hallucinations, Scarecrow takes the donation money and then sprays Dr. Long with his fear toxin, taking him prisoner.

When Batman arrives, the crowd now sees him as a giant bat and attacks him en masse in a hysterical panic. Batman manages to escape the crowd, but Scarecrow has already escaped onto a dirigible and flees, trailing the gas hose that was pumping fear gas into the building's air conditioning ducts. As the hose pulls free, Batman manages to grab hold of it and climb up.

Scarecrow believes that Batman has been killed, but Anthony points at Batman holding onto the dirigible. Scarecrow sends him outside to get rid of Batman. In the ensuring fight, bullets are fired into the control cabin, starting a fire. Now out of control, the dirigible crashes into a building, and Batman and Anthony tumble off together. Batman manages to keep a hold of the dirigible with his grapple gun, but Anthony plummets several stories, fortunately landing on an awning.

As Batman tries to climb back onto the dirigible, his hallucination comes on again. However, Batman masters his fear and declares that he is not a disgrace: "I am vengeance... I am the night... I am BATMAN!" The vision disappears, and Batman swings around to crash into the dirigible's cabin.

Scarecrow tries to hit Batman with his drugged darts again but accidentally hits Nigel, who sees himself trapped by shrinking prison walls. Nigel panics and leaps out the broken window, landing safely in a convenient tree. Seeing that he's lost, Scarecrow escapes on a glider leaving Batman and the professor alone on the dirigible. Batman manages to save Dr. Long before the dirigible crashes.

With Dr. Long saved, Batman summons the Batmobile and checks to see the results of the mask's analysis. The computer reveals that only five places manufacture such chemicals and Batman cross-references them against former employees of Gotham University. Only one place fits the bill: Crane Chemicals, owned and founded by Jonathan Crane.

Scarecrow fear

Scarecrow's worst fear colors his perception of Batman.

Scarecrow reaches his chemical plant and removes his mask. However, he discovers that his fear gas has been released into the room and he sees visions of a giant bat attacking him. He then smacks into Batman and cringes away, quaking in fear. As Batman reaches for him, Crane sees him as a giant, bat-like demon.

Back at the Gotham Police Department, Bullock tries to convince Gordon that Batman and Scarecrow are working together. Gordon points up, revealing an apprehended Crane dangling unconscious from the ceiling fan.

Later, Bruce leaves roses at his parents' grave and silently walks away.

Background information[]

Home video releases[]

Production notes[]

  • Bruce Timm had issues with the episode's script, saying "[Henry Gilroy] was a film editor here and always wanted to get into writing. At the time we didn't have a story editor, so we gave it a go. When he turned in his first draft, which wasn't bad, we hired our first story editor, Sean Derek. We immediately came to loggerheads over this [episode]. Some of the dialogue she changed wasn't changed for the better."[1]
  • According to Timm, the animators weren't quite able to capture Scarecrow's motion, noting "we drew him as if his body was all busted up, giving him this really weird scarecrow posture all very bent and twisted. However, when Dong Yang animated him they straightened his posture."[1]
  • The Danny Elfman theme is used twice in this episode.
  • Production-wise, this is the last episode to feature Clive Revill's voice as Alfred Pennyworth before he left due to a previous commitment. After Revill left, Efrem Zimbalist, Jr. took over Alfred's role for the rest of the series and the DCAU.
  • This episode was adapted into the game The Adventures of Batman and Robin for the SNES as the sixth stage, "Perchance to Scream", although Scarecrow appeared in his third mask instead of the first one shown in this episode.

Production inconsistencies[]

  • Water sprinklers do not work on gasoline fires, and can even spread the flammable liquid, making it worse.
  • The blimp crashes into a skyscraper, explodes, and falls to the ground, yet there is no sign of damage to the building.


  • This was the first episode of the series to feature Batman's past.
  • Bullock mentions Batman's refusal to comply with the investigation, saying to Gordon, "Zorro here's been holding evidence". Incidentally, the character of Zorro was one of the major influences of Bob Kane.
  • The theme music that plays in this episode's title card is later used in the one in "Fear of Victory".
  • This episode marks the first appearance of the Scarecrow and Bruce's late father, Thomas Wayne.
  • At one point, the Batmobile computer shows a list of nearby chemical companies. Among the companies shown are S.T.A.R. Labs from Superman's comics, 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 the 1989 Batman movie.
  • Near the end of the episode, the people of the university are exposed to the fear toxin and attack Batman in fear of him. Later, Batman exposes the Scarecrow to the fear toxin, which causes him to hallucinate that Batman is a monstrous, bat-like creature. Similar scenarios later occur in the movie Batman Begins. The former was similarly used in the 1989 movie in which Joker gasses the people of a restaurant to sleep. A much darker and ruthless version of Scarecrow also sees Batman as a more demonic creature at the end of the video game, Batman: Arkham Knight.
  • The security guard at the bank is reading a Tiny Toon Adventures comic book.
  • Batman's line "I am vengeance...I am the night...I am BATMAN!" became somewhat iconic over the years. It was used by Cartoon Network throughout their advertising campaign when they first began airing Batman: The Animated Series and was later used in "Out of the Past" as the opening line of the Batman musical. The line had also become a signature of Kevin Conroy, the voice of Batman, and he often performed it at the start of his appearances at conventions as well as other various fan interactions.
    • The line was said by Green Arrow as part of his "Batman impression" in the Batman: The Brave and the Bold episodes "Dawn of the Dead Man!" and "Night of the Batmen".
    • Kevin Conroy said the line in the 2013 "Batman vs. Superman" episode of The Daly Show, starring Tim Daly and his son, Sam.
    • In his foreword to Batman: Arkham Universe: The Ultimate Visual Guide, Kevin Conroy recounted how, during the first season of Batman: The Animated Series, he was accosted by a homeless man outside a Los Angeles bank, late at night. Conroy's first thought was that the man wanted money, but instead, the man enthusiastically told him that he recognized Conroy's voice, and watched the show faithfully through the display window of the nearby electronics store. Conroy obliged his fan's request to recite his signature line. The man was ecstatic and said he didn't want or need anything more, but Conroy insisted on driving him to an ATM to give him some money. Conroy later remarked to Andrea Romano that the incident was a surprising testament to how recognizable he had become as an actor in a relatively short time, and how closely people associated his voice with the character of Batman. A similar account tells of Conroy delivering the line, again at request, this time at a 9/11 relief soup kitchen, and being met with applause from those present.
    • Conroy also delivers the line during Batman's last fight with the Joker, in the climactic scene of the video game Batman: Arkham Knight.


Actor Role
Kevin Conroy Bruce Wayne/Batman
Robert Costanzo Harvey Bullock
Bob Hastings Commissioner Gordon
Nigel (uncredited)
Clive Revill Alfred
Mari Devon Summer Gleeson
Kevin McCarthy Dr. Long
Richard Moll Bat-Computer
Thomas Wayne (uncredited)
Anthony (uncredited)
Henry Polic II Scarecrow
Security Guard (uncredited)


Dr. Long: Your father and I attended university together. He had big plans for you.
Bruce: Well, I guess he'd be pleased. Wayne Industries is more prosperous than ever.
Dr. Long: Pleased? When your father was alive, Wayne was a name that commanded great respect. Now all Wayne stands for is a self-centered, jet-setting playboy. It's lucky your father didn't live to see what you've done to his good name. He'd have died of shame.

Anthony: Uh, what did you do to him, boss?
Scarecrow: I merely helped him visualize his innermost terror, which is obviously arachnophobia.
Nigel: Awacka-what?
Scarecrow: Arachnophobia. Fear of spiders, you dimwitted dropout!

Scarecrow: I am fear incarnate. I am the terror of Gotham. I am the Scarecrow!

Scarecrow: You can fight it all you want, Batman, but you will succumb to the fear. What hidden terror keeps the Batman awake at night?

Thomas Wayne: Bruce... Bruce, you have failed me.
Batman: Father?
Thomas: You have disgraced the family name.

Gordon: Bullock! What the blazes is going on here?
Bullock: Blaze is right, Commissioner. It's attempted arson. Zorro here is withholding evi- (turns around and sees that Batman is gone) Where the...
Gordon: You were saying?
Bullock: (throwing his hat to the ground) Ah, nevermind!

Alfred: Imagine that, sir.
Bruce: Huh? What?
Alfred: Someone dressed up in a frightening costume running around scaring people. What will they think of next?

Alfred: I know your father would be proud of you, because, I'm so proud of you.

Thomas Wayne vision: You are a disgrace!
Batman: No! No! You are not my father. I am not a disgrace. I am vengeance. I am the night. I am BATMAN!

Batman: What's the matter, Scarecrow? Can't handle your own medicine?


  1. 1.0 1.1 "Episode Guide" - Cinefantastique Vol. 24 #6/Vol. 25 #1 (February 1994)