Cassandra is telling the Enchanted girl about her doubts about her destiny. The Enchanted girl assures Cassandra that she does have a destiny and tells her that is to destroy Rapunzel. Cassandra, shocked and scared at this news, begins to question it but red rocks (much like the Black Rocks just a different color) spike out of the ground and to Corona in which the Enchanted girl tells her that the moonstone responds to whatever Cassandra is feeling, even fear.
Meanwhile, back at Corona, the red rocks are causing ruckus and showing everyone their worst fears; Varian is seeing Quirin being in the amber again and having an angry mob lash out at him; Eugene’s hair has a "cowlick" in it: Attila sees his burned baked goods come alive and chase him; Maximus keeps on seeing criminals but is unable to chase after them and Lance sees a clown spider (much like the one from It). When asked about her fear, Rapunzel claims that she doesn’t have one. Varian, who has been studying the rocks ever since they appeared, finds out that the rocks show people their worst nightmare and they become literally petrified in terror if they stay scared for too long. Upon realizing this, Varian and Rapunzel decide to work together to get rid of the rocks, cutting off the first part of them by using one of Varian’s chemicals. While the two of them stop the rocks, Eugene and Lance throw a talent show to distract people from being scared.
In the underground tunnels, Varian reveals to Rapunzel that the chemical he's using is the same one that encased Quirin a year ago and his fear of having Corona hate him. Rapunzel assures him that he's not hated. Meanwhile, at the talent show, people are still being scared. Eugene decides they need to step it up and asks Lance to sing but Lance refuses due to his stage fright.
Rapunzel and Varian enter the Demanitus chamber, where Rapunzel was leading them, and pour the solution on the red rocks but find out that it doesn’t work on the red rocks. Spotting a single black rock at the top, the two of them start to head up. Meanwhile, Lance decides to face his fear, realizing that he's bigger than his fear.
Varian’s fears start to become the better of him. Rapunzel, who's been hiding her fear, finally admits that her fear is Cassandra coming and destroying Corona, although her greatest fear is losing Cassandra as a friend forever. Varian decides to go through with it.
While Varian is pouring the solution on the black rock, Rapunzel is able to feel Cassandra through the rocks and vice versa. Once the rocks are destroyed, Rapunzel congratulates Varian on facing his fear and later tells everyone about what he did, labeling him as a hero.
Cassandra, who felt Rapunzel through the rocks, becomes upset when the rocks are destroyed. The ghost girl uses this to tell her that if she doesn't destroy Rapunzel then Rapunzel will destroy Cassandra.
- Old Lady Crowley
- Montgomery "Uncle Monty"
- Old Lady Crowley
- Keira and Catalina
- Lord Demanitus was mentioned for the first time, since inhabiting the body of Vigor the Visionary in Lost and Found.
- The title is from a well-known saying to negative feelings of fright and terror "Be afraid, be very afraid."
- We learn that the rocks respond to Cassandra depending on her emotions. As the red rocks were summoned due to fear.
- Lance sings his first solo.
- Varian is revealed to have the Scroll, attempting to decipher its instructions of wielding the ultimate power of the heavens.
- The way Pascal sees a fly inside the underground tunnel and eats the fly in this episode is similar the way Pascal saw a spider but Rapunzel told him to leave the spider alone in The Alchemist Returns.
- The way Varian tries to find Ruddiger inside an alley before turning around to see his pet in this episode is similar to the way Rapunzel tries to find Pascal inside the hallway in Mirror, Mirror before turning around to see her pet.
- The way Feldspar and the people of Corona are blaming Varian and they are mad at him for his misdeeds during a nightmare of being unable to free his father from the amber in this episode is similar to the way Varian angrily blamed Rapunzel for being unable to free Quirin from the amber in Secret of the Sun Drop.
- The way Varian and Rapunzel are alone at the underground tunnels in this episode is similar to the way Varian and Rapunzel are alone at Old Corona to free Quirin from the amber is similar to the way Varian and Rapunzel were inside a prison cell in Rapunzel's Return is similar to the way Varian and Rapunzel are alone at the dock is similar to the way Varian and Rapunzel went to the underground tunnels in The Alchemist Returns and it is also similar to the way Varian and Rapunzel are alone when they see other inside the castle in Great Expotations.
- This is the third time Varian and Rapunzel hug each other. The first two times Varian and Rapunzel hug each other were Rapunzel's Return and The Alchemist Returns.
- The way Catalina has one line in this episode is similar to the way Kiera has one line in The King and Queen of Hearts is similar to the way Cassandra has one line in Return of the King and Who's Afraid of the Big, Bad Wolf? it is also similar to the way Shorty has one line in Under Raps and The Alchemist Returns and also Varian has one line in Not in the Mood.
- This is the only episode that Varian is shown to be scared of climbing.
- The way Rapunzel uses her a rope to pull Varian up after he falls off the Demanitus Device in this episode and it is similar to the way Rapunzel used her hair as a rope when she pulled Stalyan up after she fell off the cliff in The Eye of Pincosta.
- The way Rapunzel doesn't want Pascal to eat the fly in this episode is similar to the way Rapunzel didn't Pascal to eat the spider in The Alchemist Returns.
- A boy that appears in Varian's nightmare also appeared in Freebird and the brown girl that appears in Varian's nightmare appeared in Tangled: Before Ever After and Return of the King.
- Rapunzel's future handmaiden Faith also appears in Tangled: Before Ever After, The Alchemist Returns, Freebird, Beginnings and Once a Handmaiden...
- The way Varian is amazed to see the Demanitus Device in this episode is similar to the way Varian is amazed with the underground tunnels in The Alchemist Returns.
- The way Rapunzel pushed Varian at the Demanitus Chamber in this episode is similar to the way Varian pushed Xavier in The Lost Treasure of Herz Der Sonne.
- The way Varian says I'll do it when he is going to encase the single black rock inside the amber is similar to the Cassandra said I'll do it when she is going to do her first guard assignment in Great Expotations.
- The way Varian saw his dad about to be encased inside the amber is similar to the way Varian returned to Old Corona when he saw his dad completely encased by the amber in Queen for a Day after Rapunzel refused to help him free his dad from the amber.
- The way Rapunzel comforted Varian when he was scared of facing his fears in this episode because the people of Corona will hate him due to his misdeeds is similar to the way Rapunzel comforted Catalina when she doesn't want to move to Corona in Who's Afraid of the Big, Bad Wolf? because she likes the treehouse that she and Kiera decided to settle down near Corona is similar to the way Rapunzel comforted Varian when he was feeling down during the second half of Rapunzel's Return because his father would be ashamed of him if he is free from the amber and it is also similar to the way Rapunzel comforted her father when he was feeling down after Queen Arianna was abducted in Secret of the Sun Drop.
- Varian has a nightmare in this episode like Rapunzel did in The Quest for Varian.
- The way Rapunzel was worried about Varian when he falls in this episode is similar to the way Varian was worried about Rapunzel after she takes him off the ship and Lance was also worried about Rapunzel when he saw the explosion in Rapunzel's Return.
- The way Varian scratches his head with his hand after he puts a frozen Ruddiger on a barrel in this episode is similar to the way Catalina scratches her head after Kiera told Catalina, Varian and Rapunzel if they wanted to say anything nice about Hamuel after the traits of Maximus, Pascal and Ruddiger are mentioned by Rapunzel, Catalina and Varian in Day of the Animals and it is also similar to the way Varian scratched his head in What the Hair?!
- This episode is third time Varian puts his hand behind his head. The first two episodeS Varian put his hand behind his head are What the Hair?! and The King and Queen of Hearts.
- Feldspar made a reference to Rapunzel's Return when Varian took over Corona alongside Andrew, Clementine, Kai, Juniper and Maisie to erase the memories of King Frederic, Queen Arianna, Rapunzel and the citizens of the kingdom because Varian wanted to make the people don't remember that they turned their back on Quirin but later on during the episode he revealed that if he thought he could erase Rapunzel's memory so that he can be friends with her and also learn to trust again but Varian realizes that life isn't about erasing memories)
- The is the second time Varian and Rapunzel hug each other after the former encased the black rock with the amber solution by conquering the fear. The first time Varian and Rapunzel each other was Rapunzel's Return after the former thanked the latter for freeing the former's father from the amber.
- The way Catalina has one line in this episode is similar to the way Kiera has one line in The King and Queen of Hearts is similar to the way Cassandra has one line in Return of the King and Who's Afraid of the Big, Bad Wolf? and it is also similar to the way Varian has one line in Not in the Mood.
- The way Feldspar called Varian by encasing the black rocks inside amber in this episode is similar to the way Rapunzel called Cassandra a hero in Under Raps and it is also similar to the way Varian called Eugene a hero when the former met the latter for the first time in What the Hair?!
- The way Rapunzel tells Varian to watch out in this episode is similar to the way Quirin told Varian to watch out in Queen for a Day.
- Varian is scared of climbing the Demanitus Device in this episode but his solo song Let Me Make You Proud, he was climbing a mountain without being scared.
- The way Kiera has both of her hands and smiles in this episode when she announces her sister to the crowd is similar to the way Varian has both of his hands and smiled when he is on the ship in Rapunzel's Return.
- The way Catalina puts her hands in this episode is similar to the way Varian put his hands in The Great Expotations.
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