Directed by Louis Shaw Milito
Written by Danny Cannon
Gordon tries to apprehend the Scarecrow after Penguin challenges him, but gets attacked in Arkham. Meanwhile, Bruce continues his crusade, and Barbara seeks to become an arms dealer.
- Adaptation Origin Connection: Fox gives Bruce what will become the Batsuit.
- Back from the Dead: Barbara was last seen being electrocuted by Tabitha, but is somehow back. The following episode reveals that Ra's al Ghul revived her with the Lazarus Pit.
- Bath Suicide: Lee, in Jim's hallucination.
- Destroy the Evidence: The warden is in the middle of burning files proving his corruption when Crane comes across him.
- The Dog Bites Back: By the end of the episode, Ivy is so sick of being pushed around by everyone that she seeks out potions that are able to give her powers. Also, Jonathan's first target after he leaves the farmhouse is Arkham Asylum, where he mind-screws the abusive Warden Reed into shooting the other staff who'd mistreated or neglected him while institutionalized.
- Enemy Mine: At the end of the episode, Gordon decides to ally with the Falcones to take down Penguin.
- Evil Cannot Comprehend Good: Since he's so consumed by his own fears, Crane can't understand how Gordon is able to fight off his.
- Face Your Fears: Inverted; having surrendered to his "bogeyman" himself, Crane uses fear-toxin and persuasion to convince Arkham's warden to likewise embrace and become his personal phobia. When Gordon successfully plays this trope straight, fighting off the fear-gas's effect by overcoming fear, Scarecrow outright claims it's impossible.
- Hypocrite: Tabitha calls Barbara's Boom, Headshot! of Butch a betrayal, while conveniently ignoring that she and Butch were plotting the same thing against Barbara. Not to mention that Tabitha getting involved with Butch while already being involved with Barbara was pretty insensitive in the first place, considering that when Butch and Barbara first met, Butch threatened to rape her. She has a similar grudge against Penguin, while Zsasz points out that Tabitha personally murdered Penguin's mother.
- The Man Behind the Man: While who it is hasn't been revealed yet, Penguin is quick to realize that someone else must be bankrolling Barbara's new operation.
- Monster Clown: The fear toxin makes the warden see his orderlies as evil clowns with glowing eyes and More Teeth than the Osmond Family.
- Mythology Gag:
- The Scarecrow's breathing tubes resemble the noose worn by other incarnations of the character in the games, like the ones seem in the Arkham and Injustice games.
- Lucius Fox shows up to give Bruce a special suit designed for wear and tear while "rock climbing", clearly knowing what Bruce is up to but acting like he buys the story he gave to Gordon at the GCPD, which resembles a similar scene from Batman Begins.
- Secret-Keeper: Lucius Fox becomes this for Bruce.
- Shout-Out: When Bruce tries on the proto-Batsuit Fox gives him, he remarks that it's so lightweight that it feels "like I'm wearing nothing at all."
- This Cannot Be!: Crane's reaction to Gordon fighting off his fear toxin.
- Together in Death: In Jim's hallucination, Scarecrow taunts him to slit his own wrists to join Lee. Jim manages to resist, however.
- Weaksauce Weakness: Crane's fear toxin can be countered by... water. Presumably this early version is absorbed through the skin and can be washed off.
- You Killed My Father: The reason Crane is so eager to kill Gordon.
