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: Atila 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.
- Mandy Moore as Rapunzel
- Zachary Levi as Eugene Fitzherbert, Feldspar
- James Monroe Iglehart as Lance Strongbow
- Jeremy Jordan as Varian
- Eden Espinosa as Cassandra
- Vivian Vencer as Angry/Kiera
- Ruby Jay as Red/Catalina
- Jonathan Banks as Quirin
- Steve Blum as Attila
- Charles Harlford as Vladimir
- Peter MacNicol as Nigel
- Susanne Blakeslee as Old Lady Crowley
- Jennifer Veal as Enchanted Girl
- Richard Kind as Monty
- The title is from the saying, "Be afraid, be very afraid", originally from the 1986 remake of The Fly.
- Lance sings his first solo in this episode.
- In addition to spiders, Lance is revealed to be afraid of clowns.
- Rapunzel mentions how she previously met Lord Demanitus as a monkey in "Lost and Found".
- Varian is revealed to have the Graphtic Scroll.
- Varian learns about Cassandra's betrayal in this episode.
- Rapunzel brings Varian to the chamber of the Demanitus Device and references the time she used it in "Queen for a Day".
- Catalina (Red) transforms into her werewolf form for the first time since "Who's Afraid of the Big, Bad Wolf?".
- Rapunzel mentions the previous time she and Varian ventured in the underground tunnels in "The Alchemist Returns".
- The Red Rocks showed people their worst fears:
- Lance kept seeing a giant spider with a clown's head (a clear reference to Stephen King's It) who wanted to make him sing in front of a crowd.
- Eugene saw a 'cow-lick' in his hair.
- Max had shackles on all four of his hooves while there was a thief running past him.
- Attila saw his burnt baked goods coming to life and attacking him.
- A maid saw a moth-winged Old Lady Crowley.
- Nigel is afraid of dragons.
- Feldspar is scared of unicorns.
- Varian kept hearing and seeing his father being caught in amber again.
- Rapunzel saw Cassandra taking over a fallen Corona, but admits the thing she was scared of the most, was losing her as a friend.
- The scene where Varian is almost a drop chemical to the red rocks before completely freeze is a reference to when Isabella Garcia-Shapiro is completely turns into a Doof zombie and put the vortex sprayer on the tower from the Phineas and Ferb episode "Night of the Living Pharmacists".
- The painting of Varian carrying Eugene in panic is similar to Scooby carrying Shaggy.
- Varian has a nightmare in this episode like Rapunzel did in "What the Hair?!, "The Quest for Varian" and "The Alchemist Returns".
- This is the last episode to air in 2019.