A/N: : Alright, so this is a nolanized version of a comic I like, called "Mistress of Fear, Scarecrow, New Year's Evil (Villains) #1 February 1998." Since a good amount of the dialogue and such is taken from the comic here is a link to read said comic (I will also put the link on my profile):

: / / jxbplz . deviantart gallery / #

Just remove all the spaces.

Disclaimer: I do not own Mistress of Fear, Scarecrow, New Year's Evil (Villains) #1 February 1998 or the Dark Knight Trilogy.

P.S. Feel free to review/PM me any suggestions; the court scene is especially... problematic.

P.P.S. I imagine Becky Albright (the character from the comic) to look like Rachel McAdams; I know she doesn't look like the character in the comics but she and Cillian Murphy had great chemistry in Red Eye. Plus, we all now good guys, especially girls, are rarely allowed to be noy Hollywood level attractive in movies.

Mistress of Fear

I am The Scarecrow, master of, well, you know what I'm the master of. My unique talents have reduced the most powerful men on Earth to jelly. I have even stared into the hollowed eyes of the Batman and seen the unmistakable tremor of fear. But then I met my greatest enemy.

Her name was Becky Albright.

It had been two months since the destruction of Gotham Stadium. Two months since the Reckoning of Gotham had blown the bridges of the city and released its enlightened masses from the confines of Blackgate penitentiary. Two months since Gotham City had become Hell on Earth.

By that time, all the bullies and tormentors who had made my earlier life such hell had long ago been dealt with. So I'd decided to spread my wings. Pastures new, fresh fields to plow. Neighbor pitted against neighbor, friend against friend, parent against child. I spent weeks merely reveling in the fear produced by such an environment: Fear, and its delightful cousins panic, hatred, prejudice, paranoia (ah paranoia!). I relished this larger canvas on which to daub my terrible nightmares.

And with the Batman gone, there was no one to stop me.

Or so I thought.

It had been just a month after the occupation began. The court was in full swing and I was back where I belonged: one of the most feared individuals in all of Gotham City. It was just another day of sentencing hearings, with yet another boring defendant. I was just about to ask his choice between death and exile when –

"Stop!" a voice called out. The entire collection of criminals turned to see a young woman with tanned skin, wild red hair, and a cane. Utterly ordinary and the last kind of person you'd expect to stand up to me. Yet there she was. I stiffened.

"And you would be?"

"Rebecca Albright here to defend my client's case in today's court session," she said, limping forward while leaning on her crutch. I sighed.

"This is a sentencing hearing, not a trial." Seriously, how many times did I have to say this?

"A sentencing hearing cannot take place without a confession or proper trial," she had the nerve to state. "And a lack of evidence, witnesses, or prosecuting lawyers makes for little to no reason for the sentence to stand." I felt my teeth clench.

"I say there is, that's reason enough," I grit out.

"And how does that work? You rule through fear? Cause let's face it Scarecrow, you're just not that scary."

BANG!

The entire court jumped as I slammed both of my palms against the top of my desk. She just raised an eyebrow and smirked.

"Jump scares, Mister Crane? My, my… I'd say you lost your touch, but you can't lose something you never had."

And then the crowd laughed. They laughed as though this was some Saturday Night Live skit, and not the Court of the feared and revered Scarecrow. Before I could even think of a comeback, she waltzed out, taking the accused with her, no one stopping her because they were too busy laugh at me.

She had to die.

No, not die.

She had to be obliterated.

I waited for a few weeks. You see the essence of fear is in its anticipation. One must allow the prospect of terror to fester, to grow, to take on all manner of guises until eventually the victim desires the horror, welcomes the consummation of their worst nightmare. Perhaps she even allowed herself to believe she was safe.

I learned much about her during that time. She had been a law major before the bridges blew and was now working with "underground" rebellion groups working to take back the city. Made sense. Her "client" at my court had been a supposed member of a rebellion, probably an important one for them to risk sending Ms. Albright into my den. Their mistake.

After waiting a decent amount of time, I stood outside her door, ready to end one of the few people who had ever defied me and not been gassed. Yet, I found myself hesitating.

Forget her. She's just a scrawny little girl, the rational half of me said.

She's more than that. They laughed at me. They mocked me for being unable to scare a… child. I must make an example of her. They will all see how she quakes before me. She will learn what fear is, the other, more dominant half growled.

I broke down her door and crossed the threshold as I heard her scurrying for a place to hide.

I could smell her fear.

"Becky! I'm coming for you Becky!" I called as I overturned furniture in her apartment.

"Becky?" I paused. Her cane was peeking out from under the couch. I walked by, pretending not to take notice, before dropping down and dragging her out by her ankles. She screamed and kicked, but I held fast. "Why run, Becky! Why run, brave little girl! Plucky Becky! Brave Becky!" I yelled, dragging her around by her hair.

"Go to hell!" she spat at me. She spat. At me! I… may have lost my temper at that, but she refused to learn what the rest of the city had learned almost a decade ago. I slammed her against the wall. She crumpled, making it easy to shove a test tube under her nose.

"Oh where to begin?" I wondered aloud. This particular toxin drew out the pain, stimulating basic human fears that all of humanity suffered from. Agoraphobia and dear old claustrophobia. Arachnophobia. Achluophobia. Ophidiophobia, Spermophobia, Acrophobia, Hydrophobia. Then I moved onto the more subtle psychological terrors. Amissiophobia. Thantophobia. Vitaphobia. But these were simply the keys to unlocking her own real fear, her deep, dark, secret fears.

And then I saw it. That look of beatific understanding. Her own true fear was rising from the shadows. She was ready.

"Yes, let it come, show me the fear. Give it to me Becky." I lifted her face to mine. "It's scary isn't it Becky? Tell me what's so scary. Tell me what you see… what you fear."

And then she screamed, fell to the floor, clutching her head.

"Leave me alone! Why do you all hate me! What have I ever done to you?" she cried at her imaginary tormentors. "I can't help it if I look this way! I didn't ask for this horrible twister body! I'm sorry! Please stop tormenting me! Please don't be so cruel! Please, please, leave me alone!"

I admit it… affected me, if only for a moment. I had dredged up her deepest fears from the depths of her soul, only to find myself staring at my own.

My childhood had not been… pleasant. Abandoned to be raised by my demon of a grandmother, my scrawny physique and tattered clothes had made me me a prime target for torment from my classmates.

"Scrawny! Geek! Freak! Scarecrow!" they called me.

"Leave me alone!" I would often plead. But they never showed me mercy, leading to the cruel and feared man in front of you.

I left. Quickly. I had done my work… yet found no joy in it, and instead had found it suddenly hard to breathe.

Though I confess, I was curious to see how thoroughly I had broken her.

It was laughably easy to sneak a bug into her hospital room. While I longed to see her reactions in person, listening in on unaltered confessions would be most enlightening. And, of course, I was correct.

"You know Doctor, in a funny roundabout way, I think the Scarecrow has actually done me a favor," Ms. Albright admitted to her doctor. "I guess it was a way of coping with my health problems but I've always pushed people away. Always tried to be hard, tough. I even managed to convince myself I wasn't afraid of the Scarecrow. Even the doctors say I might pull through my operations better if I learned to trust them, to let people in. Now I realize what the problem is. I told myself I was over all the I stuff I went through as a kid. But I was fooling myself. I'd just buried it, not delt with the pain… and that was making me sicker than I already am. Now, thanks to the Scarecrow, maybe I can finally start dealing with it."

I felt my jaw drop somewhere during that beautiful little confession. I had used my toxins to study the human psyche and fears, but it had never crossed my mind that it could be a potentially… enlightening experience. I brushed hair out of my face as Becky began to continue.

"People always told me how well I coped, how it didn't make me bitter. I threw myself into books. I took refuge in the comfort of long study hours, exams, the rigors of getting a law degree. They don't know how many times I wanted to hit back at all those people… at the whole damn world. Maybe I was afraid… if I didn't bury my real feelings and fears… that I would start hitting back." I felt the smile that had sent hundreds of Arkham Asylum patients and cops twitching in petrified anticipation slowly spread across my face.

I finally knew. I knew how to destroy Becky Albright.

I cornered her in an alley on her weekly grocery run. Weeks of following her allowed me to pick up on her pattern, even when she tried to be random had a rhythm to it.

"What do you want with me? Haven't you done enough?" she screamed at me, though it seemed more out of anger than fear.

"I understand your pain Becky. And I want to help."

"What the hell is that?" she shouted, face twisted in disgust. I sighed; we'd have to do something about her stating the obvious,

"It's a costume, Becky. I took the liberty of preparing it for you, though of course, any minor alterations you desire can be arranged. You shall be the Mistress of Fear. You will join me. Together, we will hit back at the world and the cruel injustices heaped upon people like us. At last, you will have the chance to turn the tables on your tormentors," I said, circling her, the wolf finally having cornered his prey.

Her eyes widened, whether in fear or shock I couldn't tell, and then she muttered a word I hadn't heard in a non-pleading way in years: "No."

I froze. No? She must've been crazier than I'd originally thought. "But I'm offering you the chance to see fear in their eyes!" I grabbed her arms and shook her. "I've spent enough time in Arkham Asylum to know the symptoms, Becky. You have the classic psychological profile to be one of us!" I cursed myself internally for sounding weak, but I couldn't help it. I was giving her the chance to transcend humanity… and she said no?

"You're crazy. That's not the way to deal with it. That's not the way I'm going to deal with it!" she shouted at me, pushing me back. Infuriated, I grabbed my special toxin, the kind that I'd planned on saving for the Batman but had since found a new, better use for it.

"I'm not crazy. This is a perfectly sane and rational response to my traumatic experiences and if you don't believe me… I'll kill you."

"Then you'll have to kill me," was all she said. There were tears trailing down her face but she looked as defiant as always. I raised my wrist…

Only to be thrown against the wall. I tried turning to gas the imbecile who dared to interfere, but he snapped my wrist and strengthened his hold. I growled and tried to face him, seeing a brief profile of a policeman. One of Gordon's that had evaded imprisonment, no doubt.

"Are you alright?" the officer I would later identify as Detective John Blake, asked her.

"Uh, yeah, I guess," she said, kneeling down and picking up her cane.

"Another second and I would've killed the pathetic little mouse. She's allowed all the people who taunted her to get away with it. She's everything I hate," I grit out against the pain and utter fury. I could practically hear the officer smirk.

"You had enough time to kill her if you wanted to, Crane. She's not everything you hate. She's everything you fear," he smiled, before slamming my head against the wall and sending me into blissful unconsciousness.

And now here I am, sitting back at my place as judge of the court. As though nothing had ever happened. But my thoughts still wander to her.

For I saw the hunger in Becky Albright's eyes. I saw her burning need for revenge. She is deluding herself. My way is the only way. I will show her. For I am the Scarecrow, Master of Fear!