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- Cover by Jim Aparo.
- "Millennium" written by Jim Starlin, penciled by Jim Aparo, inked by Mike DeCarlo, colored by Adrienne Roy and lettered by Augustin Mas.
This book takes place after the Millennium #2. Batman is hanging out of Commissioner Gordan's office and Gordon is aiming his pistol right at Batman and attempts to shoot him. Batman lets go and flies into the window as he heads back up to Gordon's office. As he walks he thinks about what has happened in the Manhunter Crisis. He doesn't believe Gordon is a sleeper agent and he is going to find out just who he is. Batman brushes past guards and even takes the elevator to Gordon's office.
In Tannersville Robin has tracked down the Johnathan Crane a.k.a. the Scarecrow. Robin watches as Scarecrow makes up a concentrated batch of Fear-gas. Robin was told not to interact but he does it anyway and breaks the glass exposing it to Scarecrow who becomes so frightened he becomes immobile.
Back in Gotham Batman is scoping out Arkham Asylum. Floronic Man has been chosen by Herupa and Nadia to be part of the new millennium. Batman figures this out and watches all the extra guards that Gordon has placed at the gate to keep this from happening. Batman leaves to make plans and goes to the Batcave were he bumps into Robin. Robin confesses to disobeying Batman and shows him the immobile Scarecrow. Batman is disgusted but does little about it. He even has Robin help him make plans to get into Arkham despite the fact that Robin screwed up his solo mission.
That night Batman and Robin went to Arkham dressed as Scarecrow and Dr. Merula. They were able to surpass the extra guards in their disguises. Once in Arkham they changed back into their Batman and Robin costumes. In order to spring Floronic Man they had to cross a courtyard filled with Gotham's most insane criminal minds, Two-Face, Joker, Riddler and Mr. Freeze. Batman tossed some fear-gas in the courtyard and effectively neutralized the inmates, but Batman and Robin still had the guards to worry about. Many of the guards were put asleep with darts but when they got to Gordon things got a lot tougher. Gordon was actually a Robot reveled when one guards accidentally shoots him in the arm with a shotgun. Batman and Robin hold off the guards and fight Gordon while doing so Batman places an explosive device on Gordon when it explodes it severs his head and Batman takes it and the two of them make a hasty exit. They did not get Floronic Man out but they do have an interesting Mystery as to who, how and why a robotic duplicate of Gordon was made and where in the real Gordon.
Back at the Batcave they analyze the head and find out commissioner Gordon is in Louisiana. Batman plans to leave immediately.