- 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
- The title is from a well-known saying, "Be afraid, be very afraid".
- 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.
- 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 Dwayne 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 the 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.
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