DC Animated Universe

"The Worry Men" is the fourth episode of the second season of Batman: The Animated Series. It originally aired on September 16, 1993.


Bruce and his worry man

Bruce amusedly looks at his worry man.

Veronica Vreeland hosts a party celebrating her return from a trip to Central America, eager to share stories and also promote environmental awareness (the party doubles as a fundraiser on behalf of the rain forest).

In attendance are Bruce Wayne and Hayden Sloane, a securities broker, who is frank about the stress he is experiencing at work. Overhearing, Veronica shows them some special souvenirs: "Worry Men", miniature dolls that are meant to be placed under the pillow. Veronica was told that the little men will absorb all their owner's troubles at night, allowing them to sleep and give him a stress-free day. Hayden and Bruce both indulge her and take some.

Just then, Bruce notices a mysterious figure watching the party through the skylight. He slips away and assumes his Batman costume, and confronts the man, who is dressed as a Native American shaman. The shaman attacks Batman with amazing agility and an authentic blowgun. During their fight, a model suspended from the ceiling comes loose, and Batman is forced to let the shaman go to stop it from collapsing on the partygoers.

Batman examines the blowgun, which appears to be authentic. Alfred, noticing that Bruce appears tired and stressed, slips a few of the "worry men" under his pillow before tucking him into bed.

The next day, Bruce Wayne surprises his employees by making a large cash withdrawal from the company account—several million dollars—and taking it away in a briefcase, which he throws away. Hours later, he claims to have no recollection of what he's done. More strangely, the news reports that Hayden and several other executives have been arrested for embezzling funds from their own companies.

Batman fights an oddly clothed thug

Batman fights against some unusually clothed thugs.

Batman realizes that they were all attendees at Veronica's party. He trails Veronica and sees her preparing to throw a valise over the rail of a cruise ship. He stops her, but then they are both attacked by the shaman, now backed up by two helpers in similar costumes. Batman fights them off with difficulty, and they escape without the valise. Veronica opens it and is shocked to find it full of her jewelry.

Feeling that the "worry men" have failed to take away her troubles, Veronica plucks off the set she has been wearing in her hair and starts to fling them overboard. Batman stops her, and examines the dolls more closely, asking Veronica where she got them. She replies, at a souvenir shop in Central America, from "a funny little man wearing a big straw hat". Batman sees a tiny microchip inside each of the dolls and asks if the "funny little man" was English. Surprised, Veronica confirms he was, and Batman knows who is behind all this.

At the Batcave, Batman explains to Alfred that the microchips are designed to influence the human subconscious—a method that clearly points to the culprit: The Mad Hatter.

He has one clue: a strip of material torn from one of the henchmen's costumes, which is definitely not authentic. The computer traces the material to a costume supply factory, which must be Hatter's hideout.

At the factory, Hatter is outraged to find that the robbery of Veronica's jewels has failed by the fault of Batman. Batman appears but is overcome by the combined forces of Hatter's henchmen, and a series of oversized stage puppets in the likenesses of his rogues Penguin, Riddler, Harley Quinn, and Joker.

Hatter explains that he has planned to give up his criminal ways, except he needs money for his retirement. Veronica's trip to Central America was the perfect fundraising opportunity. Hatter's "partner" in this endeavor is the shaman, actually a humble local craftsman, who made the original dolls. The other henchmen are just local street toughs.

Hatter prepares to execute Batman in a real functioning guillotine. Before Hatter drops the blade, Batman triggers a sonic pulse that disables the mind control devices. Hatter drops the blade himself and holds his now-rebellious gang at bay with a pistol, but Batman escapes the trap and brings him down.

Worry Men Batman

A worry man given to the Mad Hatter, made to look like Batman.

While Batman recovers, he reports to Alfred that the shaman showed little interest in punishing Hatter, and was content with a plane ticket home. He even left Hatter a little present, to ensure he'd never take up his criminal ways again...

In Arkham Asylum, Hatter tosses and turns on his bed, unable to sleep peacefully. He rolls over, showing a miniature Batman doll lying beneath his pillow.

Background information[]

Home video releases[]

Production inconsistencies[]

  • During the scene where Bruce casually collects and then discards his briefcase with 20 million dollars, he greets his secretary with "Good morning", even seeing birds fly by his front room window. However, the dark, black-blue skyline of Gotham suggests either nighttime or very early morning.
  • Hayden Sloan's name is spelled "Sloan" in the episode, but "Sloane" in the credits.
  • The animation goes slower in motion for a moment when the Hatter is explaining his retirement plans to Batman.


  • Hatter's quote is from Lewis Caroll's poem "Jabberwocky", featured in Through the Looking-Glass.
  • Regarding historical accuracy, a guillotine is traditionally meant to be used with the condemned person facing down.
  • The episode makes it clear that the Mad Hatter in the DCAU is English, despite his pronunciation of certain words in American English (possibly for American audiences who would otherwise not understand).
  • There's a scene in which the Mad Hatter is laughing hysterically after briefly discussing his plan with two of the men he enlisted using his mind control technology. Figures of the Scarecrow, Two-Face, Clayface, Mr. Freeze, and Catwoman can be spotted alongside the Mad Hatter as the scene pans out.


Actor Role
Kevin Conroy Bruce Wayne/Batman
Socialite (uncredited)
Efrem Zimbalist, Jr. Alfred Pennyworth
LeVar Burton Hayden Sloan
Henchman (uncredited)
Marilu Henner Veronica Vreeland
Roddy McDowall Mad Hatter
Roger Rose Jaguar Shaman
Socialite (uncredited)
Vernee Watson-Johnson Dana Blessing
Socialite (uncredited)

Uncredited appearances[]


Veronica: If ever someone led a worry-free life, it's you, Bruce Wayne.

Batman: Tell me, Alfred, what's an ancient Mayan witchdoctor doing on a Gotham skyscraper?
Alfred: This isn't one of those Riddler questions, is it?

Batman: You disappoint me, Tetch. For all your brilliance, you've become just another thief.
Mad Hatter: You make it sound so...common. Actually, Batman, you'll be happy to know you're witnessing my retirement from crime. You see, after my recent release from Arkham, I vowed to leave Gotham and my wicked ways behind me. Perhaps, buy a little island somewhere and open a sunbonnet shop. Oh, but islands, even little ones...cost money. (sobs) Lots of money...and then, I heard of Ms. Vreeland's well publicized trek into the rainforest. Yes, I realized at once she'd be the perfect unwitting partner in my scheme.

Mad Hatter: As the great Lewis Carroll said: "One, two, one, two, and through and through the vorpal blade went snicker-snack. He left it dead, and with its head, he went galumphing back!".