- "Your friend Tommy wants to kill you, Bruce, and since you're not here, it looks like I'm gonna have to kick his ass on your behalf. And send a message to anyone else who'd come after you. But to do that, I need to be honest with the city that I'm not you. I'm me."
- —Kate Kane on Tommy Elliot's attempt to kill Batman.
As the city waits impatiently for another visit from who they think is Batman, Alice continues to taunt Kate with a secret but also sets her sights on Jacob and Catherine. Kate is visited by Tommy Elliot, a childhood friend of her cousin who has finally realized his lifelong dream of being wealthier than Bruce Wayne and throws a party so all of Gotham can celebrate his success. Mary gets an unexpected new bestie when Sophie is assigned to protect her. Luke and Kate work together to uncover who may have taken a valuable weapon from Batman's arsenal. And as Batwoman faces a new enemy, Kate realizes she must either walk away from her new role or fully embrace the mantle as Gotham's new hope.
Alice is sleeping, but appears to be having a nightmare. In it a young Beth is seen walking down the stairs to a basement that is full of medical tools. She looks at some of them as she recites a quote, and then goes through another door there, which she opens and walks to where what looks like a hole with water is located. She takes a closer look, and a mask of what looks like real skin comes to the surface. Young Beth screams, as Alice wakes up.
Meanwhile, Kate writes to Bruce to tell him how Alice has figured out she was the one putting on the bat suit. She explains that she put on his suit to terrify Alice and her gang, but that it can't protect her now that Alice it's her inside the suit. Kate explains to Bruce in her journal that she feels like she has lost her advantage, and in the process has inadvertently given Gotham their hero back. She admits that she didn't sign up for this part; as she never meant to give the city so much hope. She finishes this journal entry to her cousin telling him that she can't do this because she's not Bruce or Batman.
Later, Kate is called into action when someone flashes the bat signal onto Wayne Tower. It turns out it was Alice who called Kate using the bat signal, but also makes rabbit ears using the light from the aforementioned bat signal. When Kate gets there, Alice sarcastically says how it must be broken because it was supposed to be called Batman not Kate. She reminds Kate that putting on the suit hasn't changed anyone's life and that being a hero is not her strong suit, since she let Jacob declare her dead after not helping her escape from the car. She asks her sister how she can get darling Dodgson back, to which Kate says that if she can stop killing people for 24 hours then she'll reassess the situation. Alice begrudgingly agrees but says that if Kate is trying to save Beth, that she can't because Beth has gone down the rabbit hole and will never come back.
On the richer side of Gotham City, a Crow Security guard stationed outside of Elliot estates gets killed with his blood splattering over the TV screens that has Tommy Elliot talking about how he's going to make Gotham safe again.
At the Crows Headquarters, Sophie is doing some training with her husband as she remembers Kate finding out she's married to Kate asking her if she's happy, and finally to Sophie herself telling Kate to move on. Tyler tells his wife she seems to be more aggressive than normal, and as a result Sophie decks him. She then receives a report that Jacob is there, so she tells him that she has to go, and kisses Tyler.
Jacob is in his office re-watching the bridge explosion when Sophie comes in. He notes that no one has taken responsibility for the attack, and wonders why anyone would want Alice dead when she was already in custody. Sophie says that she hopes to get his approval for a special assignment concerning Alice, since she could attack yet again at any moment.
In one of her radio broadcasts Vesper Fairchild asks the question that's on every Gothamite... Where is Batman? She then talks about how she's been staring at her wall chart, and can't believe it's really been tend days without a Batman sighting. She proceeds to ask her listener if anyone else is feeling ghosted.
On the poorer part of Gotham, Mary continues to run her off-the-books clinic as she is giving a child a shot. When she finally goes home, she discreetly puts away her labcoat, thus leaving her in a yellow dress but finds Sophie waiting for her. Sophie asked Mary if she stayed out all night. She warns Mary about the danger she is with Alice on the loose and that because of this Jacob made her Mary's bodyguard.
Kate returns to Wayne Tower, only to find Tommy inside Bruce's office. Tommy then proceeds to tell her that he now has more money than Bruce, and points to a building he just bought and that you can see from Wayne Tower that is five stories taller. When prodded as to why he's there, he says he is here to invite Bruce to his party. Kate says he isn't back, and Tommy goes onto talking about how Gotham's Dark Knight has the city swooning after a picture showed him reappearing in the streets of Gotham. Kate claims that the photo is fake because it's too grainy to tell what exactly it is. In talking with her, he lets her know he finds her lack of a reaction to Batman's return shocking. Afterall, as Tommy points out, Batman did let Kate's mother and sister die. Kate says that she had years to process and notes that Batman saved Tommy's mother. Tommy tells her that he wanted to invite Bruce to celebrate his new acquisition, and insists that he's there. Kate says that he isn't, but agrees to leave the invitation on Bruce's desk.
Luke calls Kate to tell her that something of value has been stolen from one of Wayne Tower's secret weapons facilities. The security cameras were jammed, but he thinks it could have been Alice & her gang.
Meanwhile, at The Gotham Gazette, cops are called since someone wrote, “Come out, come out Batman!” in red painting, and there's an effigy wearing batman's outfit was drenched in what looks like “blood”. Kate witnesses this and writes to Bruce, about how in trying to be Batman, she ended up drawing out his enemies instead. She tells her cousin that she figures today is just an effigy. But she wonders what will happen when his enemies start to kill real people in order to draw him out. She confesses that the Gotham he set out to protect is now less safe because of her actions thus far.
In another radio broadcast Vesper asks Batman what his deal is, and if the city of Gotham is really going to let some loser with a party store gift card and too much time on his hands win this one? She urges Batman to step out of the shadows and into this ring because Gotham really needs Batman right now. The Gotham Gazette, for their part write about how a call for Batman is getting ugly.
At Gotham University, a male student approaches Mary but quickly backs off when Sophie comes over. Mary suggests that Sophie move off, but Sophie refuses. While near the university student, Sophie questions Mary to see if she knows why Kate didn't take the Crows job. Mary says she doesn't know as she continues to read a biochemistry textbook. Mary asks the female Crow agent if Jacob is forcing a bodyguard on Kate as well, but Sophie tells her that Jacob figures it isn't necessary since Kate spent five years training for a position with the Crows. So he figures she can take care of herself better than Mary can. Sophie persists and continues to ask Mary if she knows what Kate is doing with herself. Which Mary asks Sophie if she really is here to keep tabs on her or using her to keep tabs on Kate. Finally, she proceeds to tells Sophie that the real reason Kate isn't a Crow is because Sophie is.
In the Batcave, Luke shows Kate how the Batsuit is bulletproof. He explains to her that the thieves took a prototype railgun from Wayne R&D. The aforementioned gun is a parallel conductor that generates a pulse of electromagnetism, thus accelerating the velocity of the projectile. It's the most lethal weapon that Bruce ever built. Luke then tells Kate that the one he has on him and is using, is just a prototype used for showing Kate what the rail gun does. Luke goes onto say that it is the only gun that shoots a shot strong enough to penetrate the suit. Bruce had it built in case the suit ever fell into the wrong hands. Thus, whoever is in possession of the gun, has the only gun out there that can kill Batman. However, the disruptor in the gauntlet Kate has, when activated the light will flash green, and the gun will be neutralized.
When trying to pinpoint who could have taken it, Luke suggests that maybe Alice took the gun, but Kate suspects, that Tommy Elliot might be behind it instead. She shows Luke the invitation and notes that it was for Bruce rather than her. Kate figures Tommy knows Bruce is Batman and that's why he stole the gun. Luke suggests that she put the Batsuit back on and show Tommy that Batman isn't afraid of him. He figures that Bruce built something to stop the rail gun and he'll find it, and Kate should defeat the thief. Kate warns him that if she doesn't, then she'll let down the entire city.
At Jacob's penthouse, Alice breaks into Jacob's home and sips on what looks like a martini and licks a mini cupcake before she downs it all in one go as she looks at all the family pictures that are on the wall. She then looks at the invitation to Tommy's party, and grabs one of the portraits that has Jacob, Catherine and a younger Mary and drops it onto the floor, which has the glass shatter in the process. She steps on it and twirls her heel on it, before she is spotted by one of the Crow guards. She throws a knife at him, and kills him. Alice notes that Kate will be so disappointed since she broke the no kill rule her sister had imposed.
Kate arrives at the Elliot party and presents her invitation to get in. She gets into the elevator with Mary and Sophie. Sophie explains why she's there with Mary; explaining she's her security detail. Kate mouth an I'm sorry to Mary, to which Mary mouth back that she knows. Sophie then asks Kate why she's at the party, and Kate says that she was told to move on. They all go up to the top floor and Kate looks around for Tommy. The bartender Reagan advises her to stay at the bar and wait for Tommy here if she wants to save herself from a verbal car wash of veiled misogyny. Reagan promises that Tommy will be here, so Kate orders a beer. Tyler comes over shortly after, and in talking with Tyler, Kate realizes that Sophie hasn't told him that the two of them dated or that Sophie is into women. When Sophie's husband leaves, Kate is impressed when Reagan talks about how Tyler married Kate's ex and he has no idea. She explains that she since she started bartending before she could drink, she has become quite good at reading people.
In talking with his daughter Jacob says he is glad to have someone around who hates Tommy Elliot more than he does. Even if he is one of his biggest clients for The Crows.
Meanwhile, Mary finds Catherine and complains to her about Sophie and telling her mom that she feels like she can't breathe.
Kate eventually finds Tommy, who says that even though it took him half his life, he's finally looking down on Bruce. Kate asks why he thinks Bruce is there, and Tommy says that they're "cosmic besties". Kate casually mentions that a thief stole the rail gun and there's a hidden GPS hidden in the butt, and Wayne Security will soon track down the thief.
Later, Jacob gets a call, which is from Alice, who is playing Bach's Cello Suite No. 1, Prelude” on a cello. He asks who is it, and Alice says it's her, and talks about how he taught her how to play it. Then asks Jacob if he forgot about that piece of information, like he forgot all about her. She goes onto telling her dad that she never understood why he stopped looking for her. She tells Jacob that she always thought that a father would do anything to find his daughter. Swim oceans, move mountains, but as she's taking in the view from Jacob's current home, she tells him that she now gets it. She says that Jacob is on top of the mountain, and that with a view like the one she's seeing herself, if she was in his shoes, she'd stop looking for herself too. Alice chastises Jacob, and tell him that he should ashamed. Because even as the commander and King of the Crows, he can't even protect his own nest
Jacob realizes where she is and Alice tells him that she won't ever let him forget her again. Once Jacob hangs up, Alice finds a box with Kate's name on it. She opens it and smiles at the childhood belongings inside. Among them are the maps Kate used to look for Beth.
Jacob takes Catherine with him after his phone call with Alice has ended, and orders for Kate and Mary to be taken in an armored vehicle. Sophie, Tyler, and Mary take one elevator down while Jacob and Catherine get into another.
Tommy is subsequently busted by Kate when she sees him inspecting the stolen gun. She tells him that it isn't his and asks how he knows Bruce is Batman. Tommy explains that he paid a man to riddle him the answer, and says that Bruce saved his mother so he didn't get his inheritance earlier and his mother went mad. He says that he's going to get revenge on the city's hero, and insists that Batman has to die. Tommy draws a gun and aims it at Kate, then takes out a phone and shuts down the power throughout the building. Jacob and the others become trapped in the elevators.
Tommy tells Kate to have Batman meet him on the roof or he drops the elevators. Kate says that Batman isn't there, and Tommy releases an elevator with catering staff in it and says that in an hour, he'll do it to people the city will actually miss if Batman doesn't meet him.
Kate checks out the elevator crash site and finds the survivors. She tells one that he's going to be okay as the EMTs arrive.
In the elevator, Sophie discovers that the outgoing signal is dead. Jacob tells Catherine that Alice called from their penthouse. As they wait in the elevator, Tyler tells Sophie that he talked to Kate. He wonders why Sophie never mentioned Kate, and Sophie claims that they weren't that close.
In the other elevator, Catherine wonders how the city can trust the Crows to protect them when they can't protect themselves.
Meanwhile, Sophie and Tyler manage to pry the elevator door open and climb out. Tyler goes to find help and Sophie helps Mary out.
On the first floor, Mary saves a woman's life when she tells the EMTs that the woman she just looked at has a headache and a blown pupil. She thinks it could be a subdural or epidural hemorrhage. When Sophie doubts her medical advice because she's only a second year med-student; she tells her that she reads ahead. The EMTs follow her advice and they confirm she was right, and thank her.
Kate then goes to the Batcave and says how this is all her fault, and asks Luke if he really thinks Bruce is coming back. Luke admits that he doesn't think, and Kate says that maybe she's better than Batman because at least she's there. Luke fixes the suit by painting the bat symbol red for Kate's Batwoman suit.
Tommy is waiting on the roof as Batwoman moves through the shadows. She finally steps out and when Tommy realizes that she's not Batman, she tells him that's the whole point. Tommy demands Batman, and calls her Batman's side piece. Luke tells Batwoman to activate the neutralizer in her glove. She does but it doesn't work, and Luke activates it remotely. But tells to stall for 30 seconds while it charges. Batwoman attacks Tommy and the two of them fight. He grabs the gun just as the neutralizer charges, and Batwoman shuts down the rail gun. However, Tommy grabs his remote and sets off a charge.
The elevator containing Catherine and Jacob shakes as the cable holding it up breaks. Batwoman drops down and uses the two-way grappling gun to catch it. Tommy sets off the charge on the elevator Batwoman is on. She uses a grappling hook to pull herself up, Kate is holding for her life, when Tommy steps on her hands the sound of bones cracking is heard. He tells her to let go, but is knocked out by Alice from behind.
Kate pulls herself up and points out that Alice just saved her life. Alice says that they're even now, but proceeds to stroke Kate's cheek, and notes that the red wig must be homage to the color of their birthstone. Kate says it's also to remind them where they came from. After a moment, Alice tells Kate that she couldn't wait 24 hours and figures Dodgson will die now because she couldn't stop herself from killing. Kate wonders why she saved her then, and Alice says that it's because she has plans for her.
When Kate grabs her and says that if she kills again she'll stop thinking of Alice as her sister, Alice says that's what she wants. Kate doesn't believe it, and Alice pulls Kate's hand away and leaves.
As the police take Tommy away, Kate arrives and Tommy tells her to tell Bruce that he won't stop until Bruce shows his face. Kate reveals that they are taking him to Arkham Asylum, and taunts him by wishing him good luck buying his way out of that punishment.
Reagan then is seen coming out and Kate asks her if she's okay. She reveals that she came over to ask her if she's into her and promises to call Kate when the former says yes. Meanwhile, Sophie is nearby and manages to overhear the conversation, and Mary notices.
At last, Catherine and Jacob return home, only to discover the dead Crow Guard and to discover that Alice left her three cards for her. She hides the cards as Jacob comes in, and tells Jacob that he has to stop Alice and put an end to it. Jacob says that when Alice called, she was playing a song that Jacob taught Beth. Catherine tells her that she could have found it online and tells Jacob not to let her in.
Kate admits that she was afraid of letting Bruce down, and figures that whatever happens is worth it. A helicopter spots Batwoman, and Vesper reports that The Bat is back, just curvier and sexier. But wonders what they should call her. She throws out names like BatLady and BatChick. She asks her listeners to talk to her, because their new vigilante needs a name. Sophie is listening and suggests the name "Batwoman".
- The episode was previously titled "Down, Down, Down".
- Showrunner Caroline Dries revealed why Tommy Elliot was the perfect Batman villain to introduce first: "[Kate and Tommy have] known each other in the past, but it brings Tommy into the Batman story on our show because he wants to kill Batman," says Dries. "Tommy seemed like the perfect villain because at the time when he arrives, Gotham doesn't know about Batwoman. They think it's been Batman [because] she's only appeared in this elusive, nebulous, shadowy way, so the city is confused, as is Tommy. So it made sense that a Batman villain would want to come to town to kill Batman, [and] that lures Tommy Elliot into Kate's life." She continues: "What made Tommy unique is that not only does he have a vendetta against Batman, but he also was very, very close with Bruce Wayne, seeing as how they were childhood best friends. So, it was helpful for the story that he thinks Bruce Wayne is back because Batman is back, and it just sort of triggered this detective story for us in the writers room and for Kate to figure out."
- The way Alice disguises herself as a Crow officer, is similar to what the Joker did in The Dark Knight (2008) disguising himself as an armed guard when attempting to assassinate the mayor.
- Tommy says to Kate, he paid someone to "riddle" him the answer to Batman's secret identity, an obvious reference to Edward Nygma aka The Riddler. In the comics, the Riddler figures out Batman's secret identity as Bruce Wayne and reveals it to Tommy. Armed with this information, Tommy (as Hush) and the Riddler team up to take Batman down.
- In the animated film Batman: Hush, The Riddler turns out to be the true identity of the villain Hush.
- Much of Elliot's background matches his comic book persona right down to how he "hushes" Kate when they first meet.
- "Candy" or "Candy Kane" was Kate's cadet nickname in the comics; here, Elliot calls her the same thing.
- Alice gets Kate's attention by shining the Batsignal on Wayne Tower, very similar to how Renee Montoya as the Question shines it on Kate's apartment at the very end of 52.
- She then proceeded to make hand puppets on the signal similar to the Joker in Batman: The Telltale Series.
- When Alice says that she “lost her pocket watch,” this is a Mad Hatter reference.
- Another Lewis Carroll reference comes into play when she claims Beth has gone down, down, down the rabbit hole
- The way Alice destroys the Bat-Signal is similar to how Commissioner Gordon destroyed it in the 2008 film, The Dark Knight.
- Tommy quoting Aristotle is a detail plucked directly from the comics, as is his resentment for Bruce's wealth.
- Moreover, Tommy's creepy reference to friends being one soul in two bodies might be foreshadowing or a reference to the plastic surgery he got in the comics to make himself look just like Bruce Wayne.
- Alice tells Kate that the red she is sporting on the Batwoman symbol, the lipstick and wig comes from the color of their birthstone. In the comics when her father gave Kate the suit, Kate notes "red and black...gevurah, the pillar of severity...the colors of war."
- Kate Kane is canonically Jewish in the comics, which wasn't officially acknowledged until the next episode when her mom and sister headstones were shown with Star Of David on them.
- Tommy's line about wanting Batman not his “side piece” is likely a reference to the origin of the original Batwoman, Kathy Kane.
- Kathy Kane was created as a love interest for Batman, in response to rumors of Batman and Robin being gay.
- Vesper Fairchild's line towards the end of the episode where she is wondering what to call the new bat may have included "Bat Lady" and "Bat Chick" but she did not call her by her actual name or even Bat Girl, which has been used by many crime fighters as well.
- The events of Elseworlds may have taken place around the same time as the conclusion of the episode.
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