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Scarecrow vs. Mysterio
Season 3, Episode 51
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Air date Feb 16, 2016
Written by Venage237
Directed by Venage237
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Scarecrow vs. Mysterio, is a What-If Death Battle adopted by Venage237. This fan made Death Battle features Scarecrow from the DC Comics and Mysterio from the Marvel Comics. It's also the Season 3 Premiere.


It's the Season 3 Premiere. DC vs. Marvel. Today, two criminals/Supervillains, who are known to both commit crimes, and break people minds by inducing illusions and fear will battle each other to see who is more worthy to break each other's mind.


Wiz: The Human Mind. One of the most important thing a human being needs. Without it, we wouldn't know how to learn, how to think, and how to determine what's real, what's fake, and what we are or aren't afraid of.

Boomstick: But there are those who want to break the mind. Whether it'd be through fear or illusions. And these two are the prime example of mind-breakers.

Wiz: Scarecrow, Gotham's supervillain of fear.

Boomstick: And Mysterio, Spider-Man's supervillain of illusions.

Wiz: I'm Wizard, and he's Boomstick.

Boomstick: And it's our job to analyze their weapons, armor and skills to find out who will win a Death Battle.


Wiz: Batman is one of the greatest heroes in the DC Universe. He's protected Gotham from some of the worst criminals. From Joker to something as stupid as the Penny Plunderer. And no! I'm not making this up. There was a time when Batman confronted an criminal with his theme being pennies.

Boomstick: But the one who is debatable the scariest is Batman's master of fear; Dr. Jonathan Crane.

Scarecrow: There is no Crane... only Scarecrow!

Boomstick: Oh, excuse me! He prefers to be called the Scarecrow.

Wiz: Jonathan Crane was once a professor of psychology, before becoming the supervillain Scarecrow. But before he became obsessed with fear, Crane had a hard life.

Boomstick: It didn't help that his father left him before Crane was even born, and that Crane's mother was forced to leave her newborn son in the care of her grandmother. And it turns out that Crane's Great-Grandmother was both an overly fanatic religious nutbrain and a psychopathic child abuser.

Wiz: She would abuse him both physically mentally and emotionally. And the worst of his Great-Grandmother's abuse was when she sprayed Crane with a chemical that both attracted and enraged a flock of crows, which forced them to attack the source. In other words, the crows attacked Crane.

Boomstick: What a fucking bitch!

Wiz: It's about to get worst. While growing up, Crane's great-grandmother wasn't the only one how abused him. Because of his lanky frame and spindly legs, Crane was frequently bullies by the boys living in the neighborhood, often throwing rocks and call him names like "Ichabod" and "Scarecrow".

Boomstick: Oh, I get it! they called him Ichabod because his last name was Crane. Ichabod Crane!

Wiz: Very good Boomstick. You're learning.

Boomstick: Oh, Bite me!

Wiz: And speaking of which, during his time of being called Ichabod, Crane became curious, and wanted to know what does Ichabod mean. He eventually discovered that Ichabod was actually the name of the main hero in the book known as "The Legend of Sleepy Hollow".

Boomstick: But after reading that book, Crane discovered that Ichabod was a complete coward. This really pissed him off. As such, Crane vowed to never again be scared into submission again.

Wiz: By the time Crane attended high school, this is where things got ugly with his life. He developed a crush on one of his fellow students named Sherry Squires.

Boomstick: But because this was high school, all pretty girls ignore the nerds, and go out with the high school hot shot. And to make matters worst, the guy Sherry was dating was one of the people who'd bullied Crane.

Wiz: One night however, during a costume party, Crane decided to ask Sherry on a date. And surprisingly, she said yes.

Boomstick: But unsurprisingly though, it was all just a plan to humiliate Crane in front of the school. And it turns out it was the old "Enter in a Dark Room so they can "Share a Kiss", only to have the Bully jumpscare the Nerd with a Scary Halloween mask, Chase him down and toss a flaming Jack-o'-Lantern at the Back of the Head" prank. Classic.

Wiz: While it was a cruel pranks, it was the Bully's way of reenacting The Legend of Sleepy Hollow. Regardless, that pushed Crane to the edge, and he vowed vengeance. In his senior year, Crane dressed up like a scarecrow and attack his high school bully and Sherry while they were driving. While he was just doing this just to scare they two, that little stunt resulting in both the bully and Sherry to get into a car crash, resulting in the bully getting paralyzed, and the death of Sherry Squires.

Boomstick: But despite it being an accident... uh... not that kind of accident, Crane felt a strange feeling a satisfaction, as he enjoyed making other people feel terrified, and literally scaring them to death. He then decided to do what he should've done years ago, and murdered his Great-Grandmother by using the same chemicals that made the crows attack him all those years ago. Can you say "Karma Bitch"?

Wiz: Despite this, Crane managed to attend Gotham University, and earned a Masters Degree on Psychology. But because no one was interested in the psychology of fear, Crane turned to chemistry. There, Crane managed to create chemical that can create a powerful hallucinogen that caused people to experience their greatest fear. He then gave a small dose of the Fear Toxins to the Doctor dismiss his idea of the importance of the psychology of fear, which resulted in the doctor's death.

Boomstick: Not to mention, Crane was also responsible for one of his student's losing an eye, and several other murders. And for whatever reason, Crane decided to become a psychiatrist for Arkham Asylum. But instead of helping them, Crane decided to use them for his sick experiments. He donned the Scarecrow uniform, and used them as his own Guinea pigs fear-inducing experiments. But it didn't take too long for his past to come back and bite him in the ass.

Wiz: As it turns out, Batman, along with a newly promoted James Gordon, managed to link all the murders to Crane. Crane was arrested, was declared legally insane, and was sent to Arkham as an inmate.

Boomstick: After which, Crane vowed revenge on Batman for interrupting his experiment, and decided to become the supercriminal; the Scarecrow.

Wiz: Thanks to his years of studying psychology and chemistry, Scarecrow is highly intelligent. He's a master with influencing the human mind, and a master with Phobias. And when he's not using the Fear Toxins to induce fear, Scarecrow can psychologically torture his victims.

Boomstick: And speaking of which, that one of Scarecrow's greatest, and signature weapon; The Fear Toxins.

Wiz: The Fear Toxins are a hallucinogenic chemical that if someone gets a does of the drug, then they can see their greatest fear.

Boomstick: Commonly, the Fear Toxins comes in two different variations. The Gas version, and the liquid version.

Wiz: The Gas Fear Toxins are commonly used to fill a room, or hell, it's even capable of infecting an entire city if the dosage is done correctly. While the liquid Fear Toxin on the other hand is used when Scarecrow gets in close range and inject his foe with the Fear Toxin. Both of them are powerful drugs in their own right, however both versions of the Fear Toxins have two problems.

Boomstick: Yeah, it turns out that the Fear Toxins are curable. And hell, if someone has a strong enough willpower, they can resist the effects of the fear toxins. As such, most of the members of the Green Lantern Corp, and Batman are capable of resisting Scarecrow's Fear Toxins.

Wiz: Scarecrow is a criminal who prefers to watch in the background and see his enemies suffer. However, should he be in a situation where he requires hand-to-hand combat, Scarecrow will rely on his self-taught technique known as The Violent Dancing. Its a fighting stance in a similar fashion towards crane style of kung fu. And this proves to be useful in combat thanks to his long arms and legs.

Boomstick: Scarecrow is one of Batman's deadliest foes. While he may not be the strongest by strength, he makes it up for intelligence. He nearly drove Batman insane on a couple of occasions, which resulted in Batman being placed in Arkham. Not only that, but he also became a member in several supervillain organizations, like the Legion of Doom, the Injustice League, and the Secret Society of Super-Villains.

Wiz: Plus, there was one time when he joined the Sinestro Corp.

Boomstick: Say what?

Wiz: It's true. One day while doing his criminal activities, a Qwardian Power Ring appeared before him. When he realized that that was a ring from the Sinestro Corp, Scarecrow put it on, and was inducted as a member.

Boomstick: Really? That just awesome!

Wiz: However, Scarecrow some time after acquiring the Qwardian Power Ring, it was eventually stolen by Lex Luthor after being affecting the Orange Power Ring.

Boomstick: How did that ring affect Lex Luthor?

Wiz: Orange Power Rings are fueled by greed.

Boomstick: Oh. So he never tried to get the ring back?

Wiz: As have as I'm aware, no.

Boomstick: Aww...

Wiz: Also, here's a weird little fact, that yellow ring that Scarecrow acquired was once offered to Batman, since he used fear to scare the criminals of Gotham.

Boomstick: That's a.... weird coincidence.

Wiz: But despite Scarecrow being one of Batman's deadlier foe, he's not physically strong. In fact, more often than not, Scarecrow is commonly defeated relatively easy in physical combat. Not only that, But Scarecrow is not immune to his own Fear Toxins. And when he is infected by his fear toxins, he'll begin hallucinate two things; his Great-Grandmother... and bats.

Boomstick: Wait, WHAT!?

Wiz: Yeah, I know. Scarecrow commonly fights Batman, and yet he's has a fear of Bats. Go figure.

Scarecrow: And at the end of fear... oblivion.


Wiz: Spider-Man has a slew of some of the weirdest rogues gallery. From a scientist with four metal arms welded onto his back, to another scientist who accidently turned himself into a giant lizard creature, and a uhh... another scientist who wears a goblin uniform.

Boomstick: So.. yeah. A lot of Spider-Man's villains are scientist gone crazy. But one villain who is intelligent, but wasn't a scientist was old Bubble-Dome himself; Mysterio.

Wiz: Now, before we get to the actual analysis, we should point out that there are at least three different people who donned the Mysterio Uniform. The three were Quentin Beck, Daniel Berkhart, and a mutant by the name of Francis Klum.

Boomstick: But thanks to a voting poll we recently did, it's clear that you want use to analyze the original Mysterio. With that said, we're going to talk about Quentin Beck.

Wiz: Born in Riverside, California, Quentin Beck was once a special-effects wizard who worked for a major studio. He had dreams to make a name for himself in the film industry.

Boomstick: He originally started out as a movie stuntman, but then became interested in special effects. But despite him being one of the most accomplished special effects designers, Beck decided that he wanted to become an actor.

Wiz: But because he lacked the looks and talent to be a star. And because he lacked the patience of being a director, Beck was stuck as a Special effects design, which he believed was a dead-end job.

Boomstick: That is until one day, one of Beck's friends was suggesting that the quickest way to become famous was to take out a costumed hero. This resulted in Beck realized that his expertise in illusions and special effects could make him an effective super-villain. What Beck didn't realizes though is that his friend was joking about the idea.

Wiz: And with that said, Beck decided to target Spider-Man, who was, at the time, a relatively weak and inexperienced target. But before attacking the wall-crawler head on, Beck prepared his resources and waited for a few months before attempting to eliminate Spider-Man.

Boomstick: He then donned a supervillain costume, which includes a purple cape, and a bubble for a head. And because of his expertise of illusions, special effects and misdirection, Beck decided to give him the villainous name; Mysterio.

(Cue Mysterio PS1 theme.)

Boomstick: Huh.... You know, in all honestly, I thought that Mysterio's backstory would be a bit more tragic than him trying to become a famous movie star, but couldn't because the people that he wasn't quote, unquote, "Handsome Enough".

Wiz: Well, that's showbiz for you Boomstick. You try to make a living as an actor, but life fucks you over for one reason or another.

Boomstick: That is true.

Wiz: Well, when you get down to it, Mysterio isn't the strongest of Spider-Man's foes by strength, nor by martial arts standards. However, Mysterio makes it up with his intelligence and skills with special effects and illusions.

Boomstick: And all of his abilities come from the suit he wears. Despite the odd choice of having a bubble for a helmet, that helmet is design to protect him from gases, including his hallucinogenic gases.

Wiz: The reason why is that Mysterio's helmet is a one-way acrylic glass helmet, which contains a large amount of air supply that last for about 30 minutes. Not only that, but Mysterio also carries several weapons that help him create the illusion of him being either an alien, or a magic specialist.

Boomstick: Mysterio carries a holographic projector which allows him to create fake duplicates of himself. Not only that, but his gloves and boots are equipped with nozzles which spew out hallucinogenic gas.

Wiz: Plus, Mysterio, somehow created a special gas that disables Spider-Man's Spider Sense.

Boomstick: But if he surround himself with gas all the time, then how does he see?

Wiz: Well that's easy. Mysterio also carries a sonar to detect objects and beings nearby.

Boomstick: Is that sonar in his bubble mask, or somewhere else on his person?

Wiz: Well, according to several sources, Mysterio's sonar is located in his helmet.

Boomstick: I guess that makes more sense than having them in the gauntlet. I mean how would a person look mysterious if he's looking at his arm while in a vale of smoke?

Wiz: And not only does he have the aforementioned nozzles in his boots and gloves, but he also contains a spring located in the heels of his boots which allows him to leap higher than an average human. And his gloves can spray a near-invisible acid that can dissolve Spidey's webbing.

Boomstick: You know Wiz, you remind me of those pain in the ass people who have a tendency to expose how an magician does their act. Stop it!

Wiz: Not going to happen. Mysterio, while not the most powerful of Spider-Man's foes, he is one of the more, for lack of a better term, mysterious. He has managed to trick Spider-Man on a number of occasions, and even fought Daredevil on a couple of occasion. He's also managed to frame Spider-Man for crimes he didn't commit.

Boomstick: He's also one of the founding members of the Sinister Six, alongside Doc Ock, Sandman, Vulture, Kraven the Hunter, and Electro.

Wiz: Which it's heavily implied that he was the one who suggested that the group should be called the Sinister Six. Plus, there was one incident when Mysterio ascended into godhood, after absorbing the mystical energy from the Tablet of Order and Chaos.

Boomstick: That's the stupidest name for a tablet that can give someone godly powers.

Wiz: I couldn't agree more with you Boomstick. Plus one of Mysterio's weirdest achievements was that he created an android version of himself and send him to an alternate universe to do battle with that universe's Spider-Man.

Boomstick: You've got to be kidding me.

Wiz: It's true. There's a android version of Mysterio in the Ultimate Universe, that was created by Mysterio in this Universe, to do battle with the Ultimate Spider-Man.

Boomstick: Whoa. That's just bizarre.

Wiz: But unfortunately, Mysterio hasn't had the greatest luck. Even though he ascended into godhood, he eventually lost his powers that to the help from four Spider-Men from different dimension.

Boomstick: Not only that, but Mysterio suffers from depression. And after losing to Daredevil for a final time, Mysterio committed suicide.

Wiz: Well, that is, until he somehow returned in a red version of Mysterio.

Boomstick: So, what you're saying is that his death was nothing more than an illusion?

Wiz: Pretty Much.

Mysterio: Don't be afraid. I'm here to help. I am Mysterio. And I am putting Spider-Man on notice. There's no place you'll be able to hide, and nowhere you can run.

Death Battle[]

(The scene begins with Scarecrow running inside a warehouse.)

Scarecrow: *pant, *Pant... I've managed to get away from Batman. Now I can continue with my plans.

As he's making his way around the warehouse, a cloud of smoke begins to envelop the ground.

Scarecrow: What's going on?

???: You dare enter my lair!?

Scarecrow: You said that!? Show yourself!

Just then, a cloud of smoke explodes in front of Scarecrow, revealing to be Mysterio.

Mysterio: I am Mysterio! The Master of Illusions. And you are not permitted to enter my lair!

Scarecrow: You clearly don't know who I am. I am the Master of Fear. The King of Phobias. I am the Scarecrow. Leave now, for this'll be my lair.

Mysterio: It seems that your arrogance knows no bound. Allow me to teach you a lesson in tolerance.

Scarecrow: Before you die, I will make you face your worst fears.


Scarecrow starts by lunging at Mysterio. He attempt to inject Mysterio with some fear toxins.

Just then, a puff of smoke enveloped Mysterio, causing Mysterio to disappear and Scarecrow running through the smoke cloud.

Scarecrow fell to the ground, but managed to quickly regain his footing.

Another puff of smoke appeared, and Mysterio appeared 15ft away from Scarecrow.

He then proceeded to shoot lasers from his cape buckles at Scarecrow.

Scarecrow managed to dodge the laser shot, and proceeded to toss a couple of canisters of Fear Gas directly at Mysterio.

The canisters break open near Mysterio, and the fear gas managed to envelop him.

Scarecrow: Relax.... Let the fear toxins fill your lungs. Let them show your worst fears.

Scarecrow makes his way towards to a, what he assumes is, a terrified Mysterio.

He then pulled out the syringes needles from his fingers.

Scarecrow: To not fight them. You worst fears always take over.

As he's about to stab Mysterio with the syringes....

Mysterio: FOOL!

Scarecrow: What!?

Mysterio clapped his hands, and two more appear next to him.

Scarecrow managed to stabbed the middle one, but the syringes, as well as himself, went right through Mysterio.

This resulted in him slipping, and nearly lost his balance.

Scarecrow managed to regain his footing, only to this time, he's on his knees.

When he looked up, the three Mysterios are staring at him.

Scarecrow: What is the meaning of this?

Mysterios in unison: You little Fear Toxins have no effect on someone like me!

Scarecrow: How are there three of you?

Mysterios in unison: Did you forget? We are the Masters of Illusion! Our tricks are capable of fooling even the Most Intellect beings.

Scarecrow: NO! I refuses to be defeated by someone like you.

In a desperate attempt, Scarecrow proceeded to perform the Violent Dancing Combat, on the three Mysterios.

Mysterios in Unison: What is this?

Scarecrow swung his arms like a madman, but all of his attacks went right through the three Mysterios.

The three Mysterios disappeared as Scarecrow was swinging his arms like a madman.

Eventually, Scarecrow stopped his Violent Dancing, noticing that the three Mysterios had disappeared.

Scarecrow: It can't be over that easily. Where is he?

As Scarecrow looking for Mysterio....

Mysterio: Looking for me?

Mysterio appears behind Scarecrow.

Scarecrow sharply turns, spotting Scarecrow.

But before he could do anything, Mysterio fires lasers from his cape buckles.

The lasers successfully hits Scarecrow, causing him to fall on his back.

Before Scarecrow can get back on his feet, Mysterio "teleports" near Scarecrow, and fires another pair of lasers directly into Scarecrow.

Eventually, Mysterio stopped to see Scarecrow struggling.

Desperate, Scarecrow attempts to inject Mysterio's leg with the fear toxin. However....


Mysterio stops on Scarecrow's arm, both preventing Scarecrow from injecting him with the Fear Toxins, and breaking Scarecrow's Arm.

Mysterio: And what is it you think you're doing?

Scarecrow: You can't defeat me! I am the Lord of Fear!

Mysterio: That's what you keep telling me. But...

Mysterio takes off the syringes on Scarecrow's arm.

Mysterio: You've yet proven me of that title.

Mysterio looks at the Scarecrow's Fear Toxins.

Mysterio: I've have been noticing that you've been trying to inject me with this stuff. I take it this is the source of your powers?

Scarecrow doesn't reply.

Mysterio: You're not talking? Well, let's find out.

Mysterio pulls out the syringe and...

Scarecrow: No! No! NNNOOOOO!!!!

...Injects Scarecrow with his own Fear Toxins.

The seen turns to black as darkness envelops Scarecrow.

Scarecrow manages get on his feet, but in a frighten state.

Scarecrow: MYSTERIO!

Scarecrow performs several swipes with his left arm.

Scarecrow: Show.. yourself!

Suddenly, a black figure flies by him, making a screeching noise.

Scarecrow: What?

Another black figure flies by him.

Scarecrow: What's going on?

As he starting to panic, the blackness that had engulfed him turned into a swarm of bats.

The Bats began to circle around him as Scarecrow is frantically swiping at the bats.

As it turns out though, Scarecrow was swiping at nothing, and Mysterio was watching Scarecrow attacking nothing.

Scarecrow continues to swipe the bats, until the bats come together to form a giant version his great-grandmother.

Scarecrow: Gr-Grandma?

Scarecrow's Great-Grandma: It is time to uphold God!

Just then a flock of crows appears from behind Scarecrow's Great-Grandmother, and charges towards him.

Scarecrow: No! No! NNNOOOO!!!

The crows attacks Scarecrow, and he falls to the ground.'

Scarecrow: Please, Grandma! No! Stop!!!!

Mysterio continues to watch as Scarecrow is doing whatever.

Mysterio: I think Scarecrow has suffered enough.

Mysterio "grows to large sizes" and proceeds to stomps a panicking Scarecrow, killing him.

He then shrinks down to normal size.

Mysterio: You are such a waste of my time. But on the plus side..

Mysterio looks at Scarecrow's Fear Toxins.

Mysterio: This might help me destroy Spider-Man.


  • Scarecrow's crushed corpse is seen.
  • Mysterio is studying Scarecrow's research on fear.


Boomstick: That's one way to break a person's mind... and body.

Wiz: Both Scarecrow and Mysterio were on par when it came to intelligence and cunning, and Scarecrow did have the martial arts advantage, but Mysterio was able to counter virtually everything Scarecrow could throw at him.

Boomstick: And the main reason why were two things; Mysterio's skills of misdirection, and, surprisingly his suit. As we've stated before, Mysterio is a master of illusion, mystery, and misdirection. Hell, his skills of misdirection are so great, even Spider-Man's Spider Sense has been fooled on multiple occasions. There's no doubt that if Scarecrow were to encounter any of Mysterio's illusions, he'd be tricked as well.

Wiz: Plus, Mysterio could've easily countered both versions of Scarecrow's fear toxins. Now, hear us out. Scarecrow's Fear Gas, can only affect a person if someone breathes through the lungs. But thanks to Mysterio's bubble dome, which we've already mentioned, has an air supply that lasts for half an hour, Mysterio able to fight without being affected Scarecrow's fear gas.

Boomstick: The other version of the Fear toxins he has, was the one that Scarecrow could inject with. But in order to use that type of Fear Toxin, Scarecrow has to be up close and personal. But because Mysterio could create the aforementioned illusions, which includes teleporting and creating holograms of himself, Scarecrow was unable to inject Mysterio with the toxins.

Wiz: And I know we could've included Scarecrow's Yellow Ring, and Mysterio with his Godly powers, but we decided against it, and wanted to see what would happen if these two were to fight with only their main methods.

Boomstick: And because of that, it shouldn't be any Mysterio of who would win.

Wiz: The Winner is Mysterio.

Death Battle Winner Mysterio

Next Time[]

Battle of Alien, Mechanized Brothers

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What-if Death Battle Meta Knight vs. Dracule Mihawk What-if Death Battle Wander vs. Regigigas What-if Death Battle Raiden vs. Zeus What-if Death Battle Bowser vs. Maleficent What-if Death Battle Senator Armstrong vs. Albert Wesker