Jim and company arrive at the house where Crane is supposed to be. The place is empty. They find a guy outside dressed up as a scarecrow.

Alfred gets Bruce out of jail for breaking and entering. Alfred and Bruce argue about what he did. Jim releases him from jail.

The guy they brought in from Crane's place has gone nuts. At Arkham, the warden is burning files when Scarecrow shows up.

Lucius asks Bruce about his night. 

Warden's fears are being realized from the fear juice. He sees clown and heads down Arkham's hallways shooting all the clowns he sees, but they are really guards.

Scarecrow sprays some inmates with the fear juice so that they can become part of his army.

Penguin shows up at the GCPD looking for Jim. He wants to know the latest on Jonathan Crane. He has reporters with him. They discuss the validity of the GCPD. Penguin challenges Jim that if he doesn't capture Scarecrow in 24 hours, Penguin will take control to clean the city.

Selina and Tabitha arrive at a building where they were both invited to. Barbara is waiting for them. She's very different, but Tabitha still wants to slit her throat. Barbara shows them her weapon stash. She wants to be a weapons dealer now. Tabitha rejects the idea of working with Barbara.

Alfred confronts Bruce who is getting ready to go back on the streets. Alfred isn't happy, but Bruce goes anyway.

Jim wants to go to the Arkham to figure it out. None of the other cops want to go with and neither does Bullock because he's afraid of Penguin choosing a new captain. Jim is on his own.

Jim is at Arkham and is confronted by some crazy inmates. Scarecrow is watching the surveillance camera and realizes it's the man who killed his father. He releases all the inmates. Jim tries to run but is locked in.

Penguin goes to Barbara's place. Zsasz and Ivy are with him. Penguin is being mean to Ivy and she walks away. Penguin lays down the law for Barbara's "store".

Jim is hunting for Scarecrow when he surprises Jim. He sprays him with the fear juice. His greatest fear is losing Lee who he finds in a bathtub with slit wrists.Scarecrow follows him and tries to get Jim to slit his wrists.Before Jim does it, he snaps out of it and goes back to confront Crane. he defeated it by overcoming his fear.

Jim tries to convince Crane to surrender, but he refuses.

Bruce is monitoring the streets when he comes across a gang about to break into a building. He goes into the building and they were waiting for him. They take his mask off and taunt him. They don't recognize him and Bruce tries to fight but he is overcome. He's about to get shot when he stands up once more time and defends himself. He uses a makeshift grappeling hook to escape but is confronted outside by the gunman. However, Alfred shows up and saves his ass.

Tabitha and Selina are discussing Barbara when Ivy shows up. She wants to be part of their crew. Tabitha doesn't buy it, but Selina does. They're all tired of being treated like crap from the men in town. Tabitha changes her mind and will talk business with Barbara for something in return.

Jim fights off more Arkham inmates who Scarecrow has set on him. im figures out that water dispels the toxin, but it doesn't work on one big guy. Jim defeats him anyway.

Jim and Alfred are arguing when Lucius knocks on the door. He has a suitcase with a uniform for Bruce to help with his rock climbing. Bruce has his first batsuit!

Tabitha and Selina go to Barbara. Tabitha wants one of Barbara's hands to make a deal. Barbara lets her do it, but Tabitha doesn't chop off her hand, which is too bad. Tabitha says she'll trust her.

When Jim gets back to the GCPD, Penguin is waiting for him. Penguin offers cops a raise to work for him instead of the GCPD. Bullock and Jim confront each other and Bullock explains himself.

Ivy shows up at a little Chinese place to look for potions. She drinks some of the secret potions from the guys safe and starts to change. 

Bullock and Jim are having a drink. Bullock starts talking about Falcone which puts a seed in Jim's mind.

Bruce is trying out his new suit with Alfred's help. He also has a new mask.