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The episode opens up with Robin and Batman being chased by the GCPD in the Batcave with Commissioner Gordon leading them. As they shoot at the Dynamic Duo, the original Dick Grayson/Robin suit is shot into splinters.

Batman and Robin try to make their way to the Batmobile, but a policeman shoots it with a bazooka, blowing it to smithereens. Batman and Robin make a left and as gunfire gets more powerful, they duck behind the giant copper penny in the Batcave.

Batman tells Robin to go to the hangar and as Robin gets off towards the hangar, Batman pushes the giant penny and it rolls in the direction of the police. The cops dive out of the penny's way and Batman and Robin are a good distance away.

As Batman and Robin go around the next turn, Detective Montoya holds a gun up to them and Batman and Robin stop. She tells them to freeze and Commissioner Gordon's squad is coming up behind them.

Batman grabs Robin and they jump off the cliff and head in the direction of the Batboat. Robin says they're going to die, but Batman shoots a grappling hook into the air and gently lowers them down to the boat.

Batman and Robin run to the boat after landing on the dock. Commissioner Gordon holds his gun up to Batman's head and aims. He says Batman isn't getting away this time. Then before he can pull the trigger, Alfred tackles the Commissioner and Batman sees it.

Alfred tells Batman to keep going and as Alfred is arrested, Batman runs into the boat and shuts the cockpit. The boat is fired up and it goes flying into the ocean. The boat is then followed by police boats with the captain telling Batman to pull the craft over.

The police shoot rocket grenades at the Batboat until they begin getting hit from behind. Torpedoes hit the police boat. The boat begins to sink and we see that it is Nightwing on a jet ski firing at the police boat.

Nightwing pulls alongside Batman. With his left hand, he gives Batman the signal to follow him. Batman turns and follows Nightwing.

The next scene takes place in a cave. With their heads bowed down. Nightwing says he still didn't understand what happened. Batman tells him he'll never forget and then it fades into a flashback of Scarecrow seizing control of City Hall...

Batman, Robin, and Batgirl are fighting off the Scarecrow's goons. Batgirl sees Scarecrow dart up the stairs and she runs after him. Batman throws a punch at the goon and sees her run up.

On the top of the building, Batgirl is searching for Scarecrow and then she sees his jacket and hat. She dives onto it but realizes it's a trap and Scarecrow uses his cane to smack her off the building. Batman and Robin come running to the scene.

As Batgirl falls, she crashes onto her father's car. Harvey Bullock and Commissioner Gordon are inside of it when she hits. Commissioner Gordon and Harvey get out of the car and see Batgirl a few seconds from dying. She says "Dad---" and the Commissioner pulls her mask off and sees it is his daughter Barbara. Cursing, he screams at Harvey to call an ambulance.

Meanwhile, Batman and Robin are on the top of the building. Scarecrow begins to make a sick laugh, and Batman punches him into the wall.

As the Commissioner tries to mourn the loss of his daughter, Batman lowers himself down to the ground and he walks up to Gordon. Batman tries to comfort him but Gordon accuses him of how Batman has betrayed his trust. Then Bullock comes back with a gun and holds it up to Batman, saying "That's as far as you go, murderer."

Bullock tells Batman to drop the belt and take off the mask, while police cars drive up. Robin swings down with two grappling hooks, one that he is holding to keep himself up and one for Batman to hold. Robin tells Batman to come on and Batman makes his way to the hook. The grappling hook pulls Robin and Batman up over the building as a frustrated Commissioner Gordon's witnesses their escape.

At Wayne Manor Tim and Alfred are sitting around with Bruce. The phone rings and Bruce picks up. It's the Commissioner, and Bruce asks what he can do for him. The Commissioner tells Bruce to drop the act and after ten minutes on Barbara's computer he knew everything.

Bruce tries to explain and Commissioner says they’re even and signals the battering ram to go forward. As it goes further, the building rocks and the battering ram comes into the manor.

Bruce, Tim and Alfred go down to the Batcave through the clock passageway, but not before Bruce considers the portrait of his parents. He says that he is sorry, closes up the Batcave and walks down. The cops swarm all over the mansion.

The scene move back to Batman, Robin, and Nightwing sitting in the cave. Robin asks "now what" and Batman says "here". Nightwing says that he's going to get some supplies from his loft.

Nightwing enters his loft and is greeted by the police. After a brutal fight, a helicopter shoots at him and he is arrested.

Back in the cave, Tim tells Batman that they have Dick downtown and says if they take out the guards they can bust out Alfred and Dick at the same time. Batman says no and tells Tim to give himself up and nobody will blame him for all of this.

Mayor Hill and Commissioner Gordon begin to have a conversation and Mayor Hill tells Commissioner Gordon to retire.

In the general office, Montoya and Bullock watch a reality show that is interviewing Harley Quinn, Mad Hatter, the Riddler, and Scarface and the Ventriloquist. The criminals they say that now that they know the face behind the mask they are going to sue Bruce Wayne for one billion dollars.

Bullock asks Commissioner Gordon what is wrong, and Commissioner Gordon says he can hand his badge in now or wait till the grand jury roasts him. Either way, he loses the Batman.

At Stonegate, Commissioner Gordon makes a deal with an as yet unknown criminal.

Men in black walk down the steps holding Barbara's casket and they prepare to put the coffin in the hearse. Batman watches. Then the cops see Batman and begin to shoot at him.

Commissioner Gordon runs after Batman. Batman shoots a grappling hook and lands on a building. He tries to head down into a door and out comes Bane, the previously unknown criminal. Bane punches Batman, knocking him to the ground, then begins to beat on him.

Bane then grabs Batman and swings him into a wall. Batman sprays Bane with pepper spray and Bane gets off of Batman. Batman kicks Bane into a wall, knocking rocks off. Batman takes his cape off and catches them, then hits Bane with them, but Bane grabs Batman and throws him to the ground.

Bane asks for a fight to the death. Batman says "what does it matter now" and puts his cape on. He gets to his feet, swings a bolo, and throws it at Bane. He then throws Bane off the building and Bane lands on a sign.

Batman swings downwards and lands near the rubble, trying to clear it off of Bane. Bane comes from behind Batman and throws him onto police HQ. The Batman spotlight goes on Batman and Commissioner Gordon is there. He tells Batman he's got nowhere to go.

Bane starts walking up and Commissioner Gordon says he wants Batman to live and rot in Arkham. Bane says poetic, but no and hit Commissioner Gordon. Gordon says they had a deal and Bane says he thought about it and it didn't work for him.

Bane prepares to kill Gordon but Batman comes to his rescue. Bane gets Batman by the neck and says "Time to die" and Batman say "You first", brings out a knife and puts Bane's cut venom wire in the Batsignal, electrocuting the villain.

Batman helps Jim up, but in one last effort, Bane throws the Batsignal at Batman and Gordon, and then falls over either dead or exhausted. Batman and Gordon fall off the building and then Barbara is heard screaming, "No! No! No!"

Barbara awakens at the Batcave, and Batman, Robin, and Alfred are around her. Robin says that she is finally waking up. Batgirl hugs Batman and thanks god that he is not dead.

Batman asks if that's what she saw. Batgirl said that Batman and her father were going after each other's throats because she died without ever telling him she was Batgirl. Batman tells her that it was her greatest fear brought to life by the Scarecrow. Robin says that Scarecrow gassed her right before they took him down and she had been out all night. Batgirl said that it felt so real and Alfred says that to her it was to her.

Later, Gordon and Barbara are finishing dinner. Gordon says that if she keeps making food like that he'll look like Harvey Bullock. Barbara says that that's not the only reason why she asked him over. Gordon says uh oh and Barbara walks him over to the bay window.

Barbara, intent on telling him she is Batgirl says it's about a job she took on recently. Gordon stops her and says that she's capable of making her own decisions and she doesn't need him to approve or acknowledge them. Then Barbara hugs him.