The episode begins with a man arriving to his home with the power out. He is attacked by a group of men. We see Fish waking up in what appears to be a basement somewhere. She is confused and immediately asserts herself against some threatening men.

Jim and Dr. Leslie Thompkins leave their third date and she reveals to him she got the job as the new medical examiner for GCPD. The next morning Harvey and Jim investigate the crime scene where the man who was attacked the night before was missing his adrenal glands. We see Dr. Crane with the missing adrenal glands and he appears to be making some kind of medicine. He injects himself and starts to change and sees his greatest fears before his eyes.

Bruce is preparing to go on a hike and Alfred wants to go with him. Bruce refuses and says he must do this on his own. Oswald is talking with Falcone about barely surviving Maroni’s attack. Falcone tells Oswald he is the new owner of the club and that he wants him to fix it up. He will now be publicly known to be an associate of Falcone.

Leslie arrives to her first day of work at GCPD and meets with Jim, Captain Essen and Harvey. Harvey warns Jim about “office romances.” They find out that Dr. Gerald Crane is a teacher at the same school where the murdered english teacher taught.

In the prison, Fish meets a man named Kelly who tells her about where exactly they are. She also sees a man by the name of Mace who apparently is in charge of the place. Bruce continues on his hike through the woods.

Harvey and Jim visit the high school and the principal tells them that Dr. Crane was very protective of his son, Jonathan and that he wrote an academic paper about his theory that fear was an evolutionary flaw in humans. He was trying to cure himself of fear. Edward later tells them that he is killing people in the height of their fear and harvesting their adrenal glands.

We see Dr. Crane still dealing with the effects of his medicine. He approaches his son Jonathan and promises him that soon he will be cured of fear.

Falcone and Maroni are talking at Falcone’s house and Maroni promises that he is still going to kill Oswald. “So be it…” replies Falcone. Oswald is in the process of renovating his club before opening night.

Fish has a conversation with Mace. Mace is in charge because he holds the only knife in the place. Fish makes a deal with him about her protection.

Oswald arrives at GCPD and is looking for Jim when he runs into Edward. They have an interesting interaction with each other. Jim sees Oswald and Oswald invites him to his party at his new club. Jim refuses and doesn’t want to see Oswald around GCPD.

Gerald is getting ready to inject his son with the medicine he has created. Jonathan immediately reacts, causing himself fear. Bruce continues his hike and comes across a pile of rocks that himself and his father started together. He then in rage starts throwing the rocks. He starts walking away but falls down the hill.
Bruce is confused and has injured his ankle. Jim and Leslie are sharing an intimate moment at GCPD when Harvey says he has some business for them. Harvey suggests that Oswald could help them with this investigation. They keep digging and find that Crane’s wife was killed in a house fire. They realize his fear is the reason his wife died. They find the address of the old Crane house.

Maroni and Falcone continue their negotiations about Oswald. Falcone asks if Maroni knows Chief Judge Stanley and Maroni says if Falcone brings him his head and money, he has a deal. They go to the back room and see the Judge being held prisoner.

We see Dr. Crane still seeing images of his dead wife burning alive. We see Jonathan running away from the house. Dr. Crane pleads with him to let him cure him of fear. I find it really interesting that in the background they keep showing scarecrows.

Alfred is nervously looking outside waiting on Bruce to return home. We see Bruce still dealing with his injury. He uses a stick to make a cast for his leg as he crawls up the hill.

Mace summons Fish and agrees to the terms of their deal. Fish then stabs Mace in the neck. She announces that she is now in charge.

Harvey and Jim arrive at the old Crane house. Dr. Crane and Jonathan escape outside and Dr. Crane keeps deeming they must “finish the protocol.” He then injects Jonathan with another dose of his medicine. It is clear that Jonathan is terrified of scarecrows. Jim and Harvey confront Dr. Crane. He opens fire on them and Harvey ends up shooting him and taking him down. Jonathan is having a reaction to the protocol.

Bruce is still struggling to make it home. He reaches the top of the hill and sees Alfred sitting by a fire. Alfred and Bruce talk and decide to spend the rest of the night out there. Alfred wakes up Bruce right as the sun is rising.

We see the opening night at Oswald’s club and it seems to be rather slow. Maroni arrives and congratulates him. Maroni says everything is square with them, until Falcone dies then he is going to kill Oswald.

Jim tells Leslie that Dr. Crane was killed and that Jonathan is recovering at the hospital. Leslie invites Jim to the circus. Jim wants to have no PDA at work.

Fish announces that there is going to be order and structure in this place. In that moment someone new is thrown into the place. The girl that has been tossed in there is missing her eyes.

Jim is checking on Jonathan and the doctor is telling him that the effects given to him by his father are still lingering. The doctor tells him that the effects may never go away. We see that Jonathan is still being tormented by images of scarecrows…

Famous/ACE/INFphoto.com