The heroes play an arcade game that makes them face their greatest fears.
K.O. and Radicles run into the bodega excited about a new game, Face of Fear. They tell Mr. Gar that it changes your fear resistance level if you beat it, so he checks out their new fear resistance levels. Radicles is 10, and K.O.'s is 15. Mr. Gar checks his own to find that it is an 8. He immediately goes to the machine, and challenges it on the maximum level. He immediately becomes incapacitated, which in turn causes Dendy to come over and transfer Radicles subconscious into Mr. Gar's fear. Suddenly, he gets overtaken by fear, and the same happens for Enid. So, K.O. goes in and tries to help all three.
In the next shot, we see him in Enid's fear, or the more self conscious part of her. K.O. then proceeds to reassure all three of her core personality traits that there is nothing to be ashamed of, and enter into Radicles' fear with Enid. While they are in there, they discover that Radicles' fear is none other than being too emotional. And so, Enid and K.O. start to cry, showing Radicles that it is okay to show your feelings sometimes.
Then, the three of them proceed to Mr. Gar's fear. When they arrive, they find Mr. Gar kneeling before a figure named Laserblast, which turns out to be a superhero he used to work with. They get rid of him by releasing K.O.'s fear, an evil version of himself, only to find that Mr. Gar's real fear is Carol, K.O.'s mom. After K.O. gives his mom a hug, they return to the real world. The four of them question Mr. Gar about his fear. He flashbacks to the same scene from "We Messed Up", which seems to hold some significance to the bigger story.
- Mr. Gar
- Pird (in Enid's emotional thought)
- Laserblast (in Mr. Gar's nightmare)
- T.K.O. (in Mr. Gar's nightmare, silhouette)
- There is a brief glimpse of Mr. Gar's hero level, which is shown to be level "10". This is possibly due to him not having updated his Pow Card, as he stated it hadn't been updated since he left P.O.I.N.T..
- K.O. says Laserblast was a great hero from before he was born, implying he is retired or dead.
- The portrait of Enid in a witch outfit foreshadowed to the episode "Parents Day". The portrait of Enid in a ninja outfit foreshadowed to Enid's flashback in "You Have to Care".
- In the UK, the scene where K.O.'s head is opened for the dark blob to enter it is cut out.
- The sandwich flashback was featured in this episode as it was shown in "We Messed Up" and "Know Your Mom". K.O. replied it was the same flashback.
- The exit doors in the Face of Fear game look similar to Steven Universe's t-shirt from Steven Universe.
- The "cool Enid" portrait from Enid's fear sequence, looks like Chloe LMAO, from the vine video when a girl dances to a-ha's "Take On Me".