The Worry Men

"The Worry Men" is the sixty-fifth episode of Batman: The Animated Series. It originally aired on September 16, 1993.


Veronica Vreeland hosts a party celebrating her return from a trip to South America, eager to share stories and also promote environmental awareness (the party doubles as a fundraiser on behalf of the rain forest).

In attendance are Bruce Wayne and Hayden Sloane, a securities broker, who is frank about the stress he is experiencing at work. Overhearing, Veronica shows them some special souvenirs: "Worry Men", miniature dolls that are meant to be placed under the pillow. Veronica was told that the little men will absorb all their owner's troubles at night, allowing them to sleep and give him a stress-free day. Hayden and Bruce both indulge her and take some.

Just then, Bruce notices a mysterious figure watching the party through the skylight. He slips away and assumes his Batman costume, and confronts the man, who is dressed as a Native American shaman. The shaman attacks Batman with amazing agility and an authentic blowgun. During their fight, a model suspended from the ceiling comes loose, and Batman is forced to let the shaman go in order to stop it collapsing on the partygoers. Batman examines the blowgun, which appears to be authentic. Alfred, noticing that Bruce appears tired and stressed, slips a few of the "worry men" under his pillow before tucking his master in bed.

The next day, Bruce Wayne surprises his employees by making a large cash withdrawal from the company account—several million dollars—and taking it away in a briefcase, which he throws away. Hours later, he claims to have no recollection of what he's done. More strangely, the news reports that Hayden and a number of other executives have been arrested for embezzling funds from their own companies.

Batman realizes that they were all attendees at Veronica's party. He trails Veronica, and sees her preparing to throw a valise over the rail of a cruise ship. He stops her, but then they are both attacked by the Shaman, now backed up by two helpers in similar costumes. Batman fights them off with difficulty, and they escape without the valise. Veronica opens it, and is shocked to find it full of her jewelry.

Feeling that the "worry men" have failed to take away her troubles, Veronica plucks off the set she has been wearing in her hair, and starts to fling them overboard. Batman stops her, and examines the dolls more closely, asking Veronica where she got them. She replies, at a souvenir shop in South America, from "a funny little man wearing a big straw hat". Batman looks, and sees a tiny microchip inside each of the dolls. "An Englishman?" he guesses, correctly.

At the Batcave, Batman explains to Alfred that the microchips are designed to influence the human subconscious—a method that clearly points to the culprit: The Mad Hatter. He has one clue: a strip of material torn from one of the henchmen's costumes, which is definitely not authentic. The computer traces the material to a costume supply factory, which must be Hatter's hideout. At the factory, Hatter is outraged to find that the robbery of Veronica's jewels has failed. Batman appears, but is overcome by the combined forces of Hatter's henchman, and a series of over-sized stage puppets in the likenesses of his rogues.

Hatter explains that he has planned to give up his criminal ways, except he needs money for his retirement. Veronica's trip to South America was the perfect opportunity for fund-raising. Hatter's "partner" in this endeavor is the shaman, actually a humble local craftsman, who made the original dolls. The other henchmen are just local street toughs.



Hatter prepares to execute Batman in a real functioning guillotine. Before Hatter drops the blade, Batman triggers a sonic pulse that disables the mind control devices. Hatter drops the blade anyway, and holds his now-rebellious gang at bay with a pistol, but Batman escapes the trap, and brings Hatter down.

While Batman recovers, he reports to Alfred that the shaman showed little interest in punishing Hatter, and was content with a plane ticket home. He even left Hatter a little present, to ensure he'd never take up his criminal ways again. In Arkham Asylum, Hatter tosses and turns on his bed, unable to sleep peacefully. He rolls over, showing a miniature Batman doll lying beneath his pillow.


  • The Mad Hatter's quote "One, two, one, two, and through and through the vorpal blade went snicker-snack. He left it dead, and with its head, he went galumphing back!" is from Lewis Caroll's poem "Jabberwocky", featured in Through the Looking-Glass.
  • This episode makes it clear that Tetch is indeed English and not American, despite his pronunciation of certain words.



  • Written by Paul Dini
  • Directed by Frank Paur
  • Music by Shirley Walker
  • Animation Services by Dong Yang Animation Co.

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