Entering the Medical Facility, the trio of Batman, Penny, and Ben made their way through, clearing a couple of fences before going through a vent after Batman tore away the grate. As they made their way through, Joker spoke on the PA.

"I want all the doctors rounded up. Search every inch of the Medical Building. I mean it! Search every room, every office, and every trash can!" He said in an irate tone. "If another doctor tries to run and get out of the building, then you won't! I'll just flood the room with happy gas and leave you to die. Hell, I might even do that, anyway, sounds fun."

"He was always more funny when I saw you fighting him on TV..." Ben noted.

"There's NOTHING funny about, Joker. You should know that." Batman advised.

"The Joker sounded much more serious there." Penny realized.

Batman nodded grimly. "And when he gets like that, it means he's not playing around."

Continuing to the end of the grate, the trio reached the next room, consisting of three floors, lower, middle, and top with a set of stairs leading to a railed catwalk. Each floor had a handful of rooms containing medical equipment, pictures of X-rays, and some furniture. A handful of Joker's goons were also guarding an elevator.

"Get off me!" Looking down after hearing that, they saw an inmate shove a doctor into one of the rooms.

"Shut it and get down there with the others!" The inmate ordered. "Move it!"

"Okay, okay, I hear you, I'm going." The doctor whimpered.

"Why does he need the doctors?" Penny asked.

"That's what I want to know. We've got to save them!" Batman said as he and Penny scanned the area while Ben had his eyes closed.

The reason he was doing that was because he was hearing the voice of Amadeus Arkham in his head again but he didn't want to worry Penny and Batman.

"I returned to my work, but I could not shake the pictures from my mind. I should have been repulsed, but I was more eager than ever to find an explanation for why someone would do this."

"Why do I keep hearing that guy? What do I have to do with Arkham's history? I never set foot in this dump before I had to be transferred when Blackgate burned down..."

Ben realized Batman and Penny were crawling out of the vent and quickly followed after them. Penny stayed on the small ledge at the end of the vent while Batman went through the next vent across from the one they'd just exited, working his way through a small handful of other vents and grates to reappear on the lowest floor.

Acting quickly, he grappled to a gargoyle above the elevator and glided onto the roof where one thug now held all the doctors hostage in a corner while he confidently stood over them, moving his gun side to side to keep them on edge. Batman sprayed the weak roof with his Explosive Gel, before gliding to an office with no roof closest to the entrance of the room where another inmate stood guard. He quickly sprayed the weak wall between him and the thug, before returning to the gargoyle he first grappled to and detonating the two weakened surfaces, the wall blasting outward and taking down the thug guarding the door and the roof crumbling down on the inmate holding the doctors hostage.

"Two down, three to go..." Ben whispered before he and Penny nodded to each other and split off.

A thug came up from the lower level and prepared to move onto the catwalk, passing just under where Penny was waiting, allowing her to jump down on the thug and take him to the ground with minimal noise, pulling the gun from his grasp and holding it sideways over his neck to choke him and deprive him of oxygen only long enough for him to pass out.

Ben had turned into a fluid wind-like form and slithered like a snake to the guard by the elevator, who had been alerted when Batman detonated the two walls to take the first two thugs out. Before the elevator guard could react, Ben spun around him, still in wind form, and pulled enough air out of his lungs to suffocate him into unconsciousness.

The final thug had started making his way across the catwalk to investigate the explosion, only for Penny to suddenly fly like a speeding bullet and punch him across the face before he could even raise his gun, sending him tumbling back before slamming into the nearby wall and falling over on his face, unconscious.

"Swift and efficient. Good work." Batman approved as he glided down to Penny while Ben teleported over to them.

"Hello! Is there a doctor in the house? No? Pity. I seem to have a pile of wounded henchmen that need medical attention." Joker's voice came over the PA again.

"It is alright, everyone! You are all safe!" Penny assured the doctors.

"Can you tell us what happened?" Batman asked one of the doctors, a young woman with red hair named Sarah Cassidy.

"I don't know what happened. One minute we're doing our evening rounds and the next armed thugs burst into the room and took us hostage."

"Was there anyone with them?" Penny asked.

"They took someone into the elevator. I couldn't tell who it was."

"Obviously, they didn't want to be followed," Ben noted as he inspected the elevator. "Now I don't know a lot about elevators, but I can tell this one is powered down. For the moment, you people are alright."

"What about the others? We heard gunfire. They could be dead!" One of the male doctors said. "We should go and help."

Dr. Cassidy gasped. "Oh no, I forgot. Dr. Kellerman was in the Patient Observation Room and Doctor Chen went to Surgery."

"And Dr. Young went to X-ray."

"Okay. Stay here! We'll find the other doctors." Batman assured.

The trio proceeded through a door but found two different paths, no doubt each one would lead to a different doctor. For this matter, it was clear the three needed to split up.

"I can take care of myself. Ben, Penny, you two stick together." Batman ordered. "I'm counting on you two."

"You can count on us!" Penny saluted.

Batman took the right path while Penny and Ben took the left path. As the duo went down, Penny couldn't help but ask Ben a question.

"Ben, how long have you had your powers?"

Ben paused for a moment before answering. "About...two years, tops. At first, I thought I only had Fire, Water, Earth, and Air, you know, like Avatar...then I found out I could do so much more. Who would have thought frickin' Teleportation counted as an Element?!"

Penny giggled. "I wouldn't have thought, that's for sure."

Ben couldn't help but blush at hearing Penny's laughter. However, he quickly held up a hand to be quiet as they rounded a corner, picking up a conversation two goons were having with each other further ahead around the next corner.

"Who's the guard?" The first asked.

"That mean son of a bitch is Cash." The second answered.

"What's with his hand?" Ben and Penny leaned in to hear this.

"What's wrong with you? Don't you know nothin'? Cash had a disagreement with Killer Croc a while back. Croc got free and chowed down on Cash's hand. So yeah, if you see a giant monster running at you, just shoot it, or you'll be next on the menu." The second thug explained.

"How terrible..." Penny frowned, recalling Yang and her lost arm, even if she had still been 'dead' at the time that event had happened.

"Yeah, I know Cash. He's a pretty cool guy, treated me pretty fairly for the most part while I was in Blackgate." Ben noted. "He can handle himself, but I'm sure he'll appreciate some help."

Penny nodded. "Right!"

The two stepped into the view from around the corner and took one thug each. Penny simply chopped her thug in the back of the neck hard enough to knock him out while Ben formed a rock gauntlet over his arm and bopped his thug over the head, sending him dropping to the floor with a dazed, dopey expression.

With the threats taken care of, the duo entered the room and found two more thugs, but luckily they were facing the glass, where Cash and another doctor were locked in an office.

"It's done, Boss. The room is full of gas and Captain Hook is stuck in there. Thing is, Razor didn't get out in time, so he's stuck in there too!"

"Well, that'll teach him to dilly-dally. Don't let anyone out of there. Even Razor. He's failed me and I don't like failures."

The thug chuckled. "Yeah, sure, boss. He was slowin' us down anyway!"

Suddenly, the two thugs found themselves magnetized to each other, slamming their heads together and falling unconscious as Ben walked up and gave them a tiny kick to make sure they were alright.

"Heh, no honor among thieves."

"Heh, good job, kid." Cash chuckled, having seen everything. "Guess you decided to do the right thing and take down the rest of these creeps."

"Salutations, Officer Cash!" Penny greeted as she stood beside Ben.

"Oh, you the alien robot girl who was with Batman earlier." Cash noted. "There was an alarm in Medical. I heard someone shouting and found the doc lying on the floor. When I went to help him, the room was flooded with gas. These doors locked down. We can't get out. Don't know how long we can last."

"How brave! Let's give Mr. Cash a great big hand! He could use one." Joker laughed through the intercom.

"You'll be laughin' out of your butt when I get out of here!" Cash snapped back.

"Don't worry, Cash. We'll break you out!" Ben said before rocketing up to the vents above and tearing up a wall vent to crawl through, Penny following after him.

When they made it into the gas-filled room, they carefully walked around the scaffolding, After a minute of searching, they found the first switch, Penny hitting it by sending one of her swords at it. It worked and the gas started to vanish as it was pulled into the fan. Some was gone, but nowhere near enough for the room.

"I don't know if you kids can hear this, but the board's showing power to Fan One." Cash said.

"Got it!" Penny said.

Looking around and jumping to another platform, Ben quickly spotted and blasted the next switch with a lightning bolt, further draining the room of the deadly toxin.

"Power to Fan Two. They're doin' it, Doc! We'll be out of here soon! Stay cool."

Penny scanned the area and found the last switch behind a room but it was covered by gas. Ben held a finger up and then clenched his fist, causing the ceiling of the room to crumble and give him access to fire a lightning bolt at the last switch, clearing all the gas out of the room.

"Surprise, surprise, the brave little kidlets arrive just in the nick of time! Next time, Cash, I'll just shoot you and be done with it." Joker snapped over the PA.

"Are you both alright?" Penny asked as she flew down to Cash and the doctor, Ben following close behind.

"Yeah, just let us take a breather." Cash said as he moved to support the doctor.

Ben put a finger to his comlink. "Batman! Penny and I rescued one of the doctors and Aaron Cash."

"Good work. I just saved Doctor Chen and Doctor Young. Meet me back at the Sanatorium."

Ben nodded and gestured for Penny to follow as they made their way down the path. After a few minutes, they arrived at the stairs the same moment as Batman. they opened the doors to the sanatorium when Joker suddenly decided to make an announcement.

"Oh, I'm not sure I can keep it a secret any longer! got two old friends coming to the party. One of them is just terrified you'll leave without saying hello! The other... well, let's just say he'll be as surprised to see you two as you'll be to see him! I've got a ringside seat for the big event. Harley's bringing the popcorn! I can't wait!"

"That doesn't sound good..." Penny noted.

"No, it does not." Ben flatly replied.

They walked up to the other doctors, with Dr. Cassidy standing up to meet them.

"Did you find them? Are they okay?" She asked.

"Yes. They're safe now." Batman said. The group then turned when they heard footsteps and saw Cash and Dr. Young walking up to them.

"Batman! We've got another problem!"

"I need to get back to the mansion. All my research notes are there. We can't risk Joker getting his hands on them." Dr. Young explained.

"It's not safe, doctor. The island's a warzone. You won't stand a chance." Batman said.

"It's my life's work! You really don't have the authority to-"

Cash put a hand on her shoulder. "I'll get her there, Batman. If you ask me, it's about time for a little payback."

"I don't like it, but..." Batman started before everyone heard a buzzing sound. "Who called the elevator?"

"Wasn't us. It's coming from the lower floor!" Dr. Cassidy said.

"Cash, take Doctor Young! Get her notes and then find somewhere safe to hold up. Everyone else, go to the Observation Room. Barricade yourselves in!" Batman ordered, before looking at Penny and Ben. "As for you two, take cover somewhere."

"Right!" Penny said as Ben waved his hands and somehow made him, Penny, and the doctors turn invisible via an illusionary effect, allowing them to make a clean escape.

As soon as the duo had helped the doctors get to safety in the Observation Room, they turned back to see Batman had already cleared the thugs easily and was waiting for them by the now-opened elevator.

"Let's see if we can take this surprise Joker has and turn it on its head!" Ben said.

"Indeed, I have a feeling he won't be laughing." Penny nodded.

The three entered the elevator and it closed before Joker appeared on the monitor.

"Too easy! Think about it. I've got you trapped in a little metal box. Hanging PRECARIOUSLY over a deadly drop. What say I just blow the emergency brake and drop you like a sack of puppies?"

"It was a trap!" Penny gasped. "Don't worry, I'll try and see if I can cut a hole in the ceiling for us to-"

"BOOM!" Joker suddenly shouted before laughing. "Only kidding."

"That's not my type of humor," Ben growled as the elevator began to move downward normally.

"Got a few more surprises in store for you. Prepare to face your fears... all of them! Hahahahaha!" Joker laughed one more time before cutting off.

A hissing suddenly began filling the elevator as Batman, Ben, and even Penny coughed. Penny didn't know why, but she was starting to feel off, which didn't make any sense. Was there something wrong with her inner workings? Her core?

Suddenly, after the elevator doors opened. The trio followed the screams until they came to a room ahead of them with thick glass. It looked like there was a large amount of gas in the room as well.

"Please! Doctor Crane, don't do this!" A voice in the room pleaded.

"There is no Crane..." A sadistic voice sneered. "Only SCARECROW!"

"They're all over me!" Another victim screamed.

"GET ME OUT OF HERE! PLEASE SOMEONE! OH GOD!" Yet another victim screamed as Penny caught a look at a terrifying silhouette. It was wearing a hood and its hand was menacing, looking like syringes with tubes extending everywhere.

"Okay, when did Freddy Krueger get here?" Ben asked, getting more than a little unsettled.

Batman and Penny quickly ran towards the bars beside the room. Batman grabbed the bars while Penny managed to catch a glimpse of a scrawny figure with a tattered hood.

"Ooh! It looks like the good Doctor started early. Your appointment isn't for hours. I'm sure you'll be buzzed through when he's ready." Joker said ominously as ever over the speaker system.

Batman looked at the wall beside him, his eyes briefly flashing white before turning towards the wall to their left, spraying it with Explosive Gel and detonating it to allow him, Penny, and Ben to continue forward.

"Tell me, Bats: what are you really scared of? Failing to save this cesspool of a city? Not finding the Commissioner in time? ME, IN A THONG?!"

"That's both weirdly funny and nasty as heck..." Ben grimaced at the mental picture now in his head.

The trio turned a corner and saw Commissioner Gordon hanging onto a grate across the room.

"Please. Help me, Batman." The Commissioner pleaded, his voice sounding incredibly raspy as if he hadn't had water in days. Suddenly, he was pulled away. "No...!"

"Commissioner!" Penny gasped as Ben hurried and ripped another grate off its hinges, crawling through and kicking the next one off.

Batman and Penny quickly followed after Ben but found him having disappeared without a trace. What was worse, Gordon was slumped against the wall, dead.

"...I'm sorry, Jim."

"F-Father..." Penny gasped, instead of seeing Gordon, she saw her dad, Pietro Polendina, slumped against the wall.

Suddenly, Penny realized that both Batman and her dad were gone. She looked around, feeling fear gripping inside her. If she had a human heart, it would be beating rapidly as she wandered aimlessly before turning a corner and gasping when she saw Ruby, on her hands and knees on the floor.

"Ruby!"

The android rushed to her best friend, only to pass right through her. Confused, Penny turned around only to see what looked like a ghostly visage of herself as well as Pyrrha and General Ironwood.

"Who were you to think you knew what was best for Atlas?" Ironwood spoke to Ruby in a contemptuous tone.

"I was the best and brightest Beacon had to offer," Pyrrha said. "But I traded my life so my friends could live!"

"Just like you were too late to save me at the Vytal Festival… I died in Atlas too, didn't I?" The other Penny added as she kneeled to Ruby. "Can you imagine what that's like? To be completely and utterly failed... time and again...by someone who meant the world to you…"

"NO! That's not true! Ruby, I'm right here!" The real Penny cried desperately, but her words fell on deaf ears.

"How many more people are going to die because of you?!" Pyrrha snapped.

"I'm trying to save everyone!" Ruby cried.

"And yet with all your best intentions…" Ironwood growled as he lifted Ruby up by the neck. "Have you ever stopped to wonder if you'd done more harm than good?!"

"It's not my fault...!"

"Leave her alone!" Penny cried, rushing to try and save Ruby, only to go through her and Ironwood like they were mist.

"How many more lives do you have to ruin before you realize you're not cut out to save anyone?!" Snapped a ghostly visage of Professor Ozpin next.

"NO!" Ruby screamed as she took out her weapon, Crescent Rose, and cut Ozpin down in half, her eyes widening in horror when she processed what she had just done.

"Do you really think you can stand to watch more of your friends fall? Or are you ready to admit the truth? That the world would just be better off without you?" The voice of Scarecrow came from nowhere.

"Please… stop…"

"Ruby..." Penny weakly reached out, only to gasp when Ruby's silver eyes became dead inside, Crescent Rose turned into its gun configuration as she put the barrel to her mouth. "RUBY, NO!"

*BANG!*

In a flash of light, Penny found herself in what looked like a hellish ruinscape of the Medical Facility, floating over a tsunami of darkness and nightmarish howls. The android saw that Ruby was gone and she had no idea what to do before a bright light flashed in the sky...and the symbol of a bat glowed above it.

Seeing the symbol of the bat, Penny's fear began to melt away and turn into...hope. Suddenly, before she could blink, she found herself on the floor in the Morgue, gasping as she sat up and looked around, finding Ben putting his hands to his face and shaking his head before peeking out of his fingers and slowly getting up.

"Ben! Are you okay?!"

"Y-Yeah, I'm fine..." He said. "I...I saw those thugs...the ones that attacked me...it all happened so fast...the city was burning down, people were screaming, it was too much..."

"Are you two alright?" Batman asked, having collected himself by a nearby table.

"We're...we're alright." Penny said, turning to Ben before giving him a hug.

The Elemental was shocked before slowly hugging the android back awkwardly, a small blush on his face as Batman furrowed his brow before heading out of the morgue, Ben and Penny breaking their hug to follow him.

"Batman! Penny! Ben! Can you hear me?! What happened?!" Oracle called worriedly over the comms.

"We're fine. We had a little run-in with Scarecrow. Slowed us down. We'll get back to you." Batman answered.

"What... was that?" Penny asked, the images of Ruby's death still haunting her.

"Scarecrow's Fear Toxin. An extremely potent chemical that makes you see your worst fears." Batman explained.

"How could it have affected me..." Penny could only wonder to herself.

"Don't worry, none of it was real. You'll be fine." Batman reassured his two wards.

"I know...but it felt so real." Ben admitted, Penny nodding as the three continued on their way.

RWBY Fans will probably recognize the nightmare Penny just had courtesy of Scarecrow, with a gruesomer twist at the end.