The Nexo Knights arrive in Spittoon, the toughest village in the realm. They all note how strange it is that the villagers run away screaming if they try to talk to them. Merlok concludes that a magic book must be nearby and if they don't capture it soon then Spittoon will be lost to fear forever.
In the Dark Woods Jestro and the Book of Monsters have found the Book of Fear and use it to summon Whiparella whose whips have the power to bring your worst fears to life. Whiparella uses her powers on the knights, beating them with their own fears. This works on everyone but Aaron who claims to have no fear.
Aaron saves the rest of the knights and they all return to fight Jestro and Whiparella but during the fight Whiparella accidentally hits Jestro causing him to have a fear dream. As their leader is compromised the other monsters grab him and retreat. The Spittoonians go back to normal and the Nexo Knights save the day yet again.
This episode includes examples of the following tropes:
- An Aesop: Everyone is afraid of something, even if it's well-hidden, and it's nothing to be ashamed of.
- Malicious Misnaming: Aaron keeps calling Whiparella names to annoy her such as Mullet Mary, Hot Links Heidi, Chili Pepper Pam, and her personal pet peeve, Whimparella.
- Scenery Censor: After Aaron is left naked, his crotch is constantly obscured by something, like tree roots, until he changes back into his armor.
- Too Spicy for Yog-Sothoth: Aaron is too fearless to be defeated by Whiparella, who is completely exasperated trying to get a fear response out of him. His taunting ends up seriously hurting her feelings too, she cries when reporting back to Jestro.
- "What Do They Fear?" Episode: Whiparella's main power is to bring people's fear to life.
- Clay has a fear of failure. Whiparella creates the illusion of a damsel he will never be able to save.
- Macy is scared of being a princess, unable to be a knight like the rest of her teammates.
- Axl is afraid of having nothing to eat. Whiparella creates tables of delicious food, which Axl tries to eat, only to watch in horror as the banquets are consumed by Whiparella's Spider Globlins.
- Lance has a fear of obscurity. Whiparella conjures fake Squire-azzi who always dismiss Lance instead focusing on peculiar things such as Burnzie posing and an empty plate that Axl is holding.
- Whiparella goes through many options to try and find Aaron's greatest fear such as summoning Spider Globlins, trying to scare him by dressing Sparkks up as a dentist and stealing his clothes to try and freak him out. Aaron reacts with joy and humor at each attempt and states that he is afraid of 'nothing'. This has a shred of truth to it as later Merlok reveals that Aaron is afraid of having nothing to do.
- After Aaron finds the other knights and helps them fight off their fear illusions, they then go to Jestro, Whiparella and the rest of the monsters. While trying to hit Aaron, Whiparella accidentally strikes Jestro with both of her whips putting him into a fear dream and revealing his greatest fear: being laughed at. This scares him so badly that he curls up on the ground and starts muttering about the spinning plates in his nightmare before the monsters drag him away in a hasty retreat.
- Whip of Dominance: Whiparella's main weapon is a whip (unsurprising as it's even in her name) and it can strike fear on anyone it hits.
