- "Your formula appears to have lowered your core body temperature. You can only survive in severe hypothermic conditions. Anything above freezing will kill you."
- —Hugo Strange to Victor Fries
As Gordon, Bullock and Barnes continue the search for Victor Fries, they are forced to look to his wife, Nora, for help. Meanwhile, Penguin is introduced to Hugo Strange, and Alfred reveals some crucial information to Bruce about his parents’ murderer.
At night, several police cars, led by Detectives Gordon and Bullock arrive at Ace Chemicals. Ace Chemicals manufactures liquid helium, and a witness has seen Victor Fries enter less than twenty minutes ago. When the officers enter the factory they find multiple security guards have already been frozen, and Victor has kidnapped the night janitor. They discover that Victor has taken a canister of liquid helium with him and carved a message onto the block of ice one of his victims is encased in: FREE MY WIFE. The next day, Leslie Thompkins visits Bruce Wayne at the request of Alfred Pennyworth, who fears that Bruce is suffering emotional trauma after his abduction. Emotionless, Bruce confesses that the situation made him feel alive and invigorated, and with a second chance at life, he's more determined than ever to find his parents' murderer. Leslie tells him that he needs closure, not an unhealthy obsession, but at that point, Bruce ends the conversation, stating perhaps they could do it again at some point.
At the GCPD, Captain Barnes explodes with anger after being informed of Victor Fries' demands, but, calming, he decides to take advantage of the situation to lure Fries in. Gordon informs Barnes that Leslie believes Nora will die if she's not soon transferred to a hospital. Knowing they'll be unable to secure Gotham General Hospital, Barnes decides to send Nora to Arkham Asylum's medical wing, as she can be given the attention she needs and they can also capture Fries without risking civilians' lives. Bullock quickly opposes the idea and tells Jim that he'll have to tell Lee himself. Gordon explains the situation to Leslie, but she's unwilling to use Nora as bait. Gordon manages to convince Leslie that it's the best option, but things go slightly awry when Leslie decides to accompany Nora, refusing to leave her patient.
At Indian Hill, after Hugo Strange fruitlessly attempts to extract Fries' cryogenic from the body of one of his victims, he is approached by Ethel Peabody, informing of the transfer request made by the GCPD. Understanding Victor is doing everything to save Nora, Strange decides to use the unexpected twist of fate in his favor.
Elsewhere, at the ports, Victor finishes loading several cryogenic grenades with liquid helium, and hears the news about his wife's transfer to Arkham on the news. Annoyed that the police are trying to trap him, he decides to make them pay, testing a cryogenic grenade in the bay.
Back at Arkham, Oswald Cobblepot is forcibly dragged to a chair with restraints and issues several threats, specifically to Ms. Peabody. However, Peabody disregards the threats and puts a helmet on Penguin to begin his rehabilitation. After Peabody activates the electricity to shock Oswald, he wakes up in Arkham's game room, believing that it was all about a bad dream. Ms. Peabody convinces him to play the game of duck, duck, goose with the other inmates.
At the same time, the GCPD enter the asylum to transfer Nora Fries. Bullock and Gordon are surprised to see Penguin's complacent behavior, but Hugo Strange, who was in charge of greeting them, informs them that he had put Penguin on a mild sedative to keep him from hurting himself. Peabody escorts Leslie and Nora to the medical wing of the asylum, where, to Lee's displeasure, Barbara Kean is also being held in her comatose state.
Meanwhile, Gordon is responsible for securing the entry points at Arkham. Two orderlies are taking Oswald to his cell, but when he sees Jim, he cries out for help. Gordon tells the orderlies to bring Penguin over and to give them a minute to talk. Oswald quickly informs him that he was being tortured mentally, but the detective refuses to help him because it was therapy. Furious, Oswald starts screaming that Gordon is the true murderer of Theo Galavan, but nobody listens to him except Strange, who contemplates the revelation while watching from a security monitor.
In Thomas Wayne's lair beneath Wayne Manor, Bruce furiously hits a punching bag until Alfred arrives. Bruce then blames Alfred for making them go to Switzerland, as they wasted a month they could have used to search for "M. Malone". However, the butler stops Bruce from hitting the punching bag, informing Bruce that one of his GCPD contacts has found a file on the killer, Patrick "Matches" Malone. Realizing that Bruce has planned to kill Malone himself, Alfred makes it clear that he would do it himself as Bruce is too young to have a death on his conscience. Bruce initially rejects the idea, but eventually Alfred convinces him to accept the deal.
At the Arkham medical wing, Leslie informs Nora of what's happening when she wakes up. Nora, realizing they're there out of fear of her husband, begins to berate herself for not having prevented Victor from walking down the dark path she could see him on. Leslie sympathetically tells her that sometimes it's easier to close your eyes and ignore certain things if the person involved was a loved one. During their conversation, Leslie reveals her pregnancy. Nora asks if she knows what she's having, to which Leslie says she doesn't, and Nora remarks that she always wanted a girl.
Outside the entrance of the asylum, Gordon and Bullock are present when a truck destroys the entrance gate bars and eventually collides with a bus. Gordon, Bullock, and the GCPD Strike Force approach the vehicle to apprehend the culprit, but discover that it was driven by the kidnapped night janitor from Ace Chemicals, his hands frozen to the wheel.
At the same time, Victor Fries, wearing a new suit, enters the east wing of Arkham after destroying a wall with his freeze gun and passes through the halls, eliminating his opposition with cryogenic grenades. Professor Strange, following all the action from the security monitors installed in his office, begins to manipulate events, blocking several doors remotely to prevent the GCPD from advancing except for Gordon, who manages to get through before it closes. Strange leads to Victor through to a room where he offers his assistance in helping him escape with his wife in exchange for a cartridge of his cryogenic formula. Victor briefly ponders the deal, but eventually accepts and takes the car keys left on the chair.
Meanwhile, Gordon gets to the medical wing of the asylum and quickly asks Leslie to prepare Nora for transfer. Victor appears and, after disarming Gordon, promises to surrender to the police after he froze his wife. Leslie offers to provide her services as a doctor, which Fries accepts. He forces Gordon into a closet and traps him in by freezing the door, escaping from Arkham in the car Hugo Strange provided.
Once Peabody has retrieved the cartridge Victor left, Strange unlocks the doors of the asylum for the police, attributing it to faulty wiring caused by the cold. Minutes later, Gordon and Bullock meet in the cafeteria of asylum, inferring that Fries has taken Nora back home since that was the only place where he has the equipment to keep her frozen.
At the Fries home, after freezing the policeman stationed there, Victor takes Nora to his laboratory to freeze her, stating that the city will take care of her while he's serving his sentence in prison. Tired of the whole situation, Nora asks her husband to let her die, because she does not want to wake up to see him in a prison. Seeing he's unconvinced, she asks him to go get the necklace he gave to her on their first anniversary so she can be frozen with it, while she takes his gun, telling him she's strong enough to use it if she has to. When Victor leaves, Nora distracts Leslie by asking her for some water, then changes the cartridge in the freeze gun to an unstable version of the formula. When Leslie returns, Nora asks her to tell the police that Victor was indeed a good man. A few seconds later, Victor returns with the necklace and after a kiss, she asks him not to blame himself for what is about to happen. He then freezes her.
At Wayne Manor, Selina quietly enters the manor, though Bruce feels the breeze when she comes in, catching her in the act. Once she has seated herself, he informs her that he has identified the murderer of his parents, so he asks her help to get a gun. Selina does her best to convince him to change his mind because it would change him forever, but Bruce was counting on that.
When Gordon and Bullock arrive at the home of the Fries accompanied by several officers, Victor breaks down after seeing his wife's frozen body begin to break apart because of the formula. Upon discovering that Nora had changed cartridges in the gun, he asks Leslie to tell the police he would surrender without resistance. However, when the doctor leaves, Victor releases the liquid helium inside his suit to freeze himself to death. A few minutes later, Gordon descends into the basement and finds the frozen, deceased bodies of Victor and Nora Fries, much to his astonishment.
Later at Leslie's apartment, Jim informs Leslie that Victor Fries died in the Arkham infirmary. He berates her for the danger that put their baby at risk, but she makes him see that he put their child in danger when he decided to use Nora as bait. However, Gordon points out that putting her there was Captain Barnes' idea, and it was good police work. Leslie then tells Jim that she did not believe his story about what had happened to Galavan, and emphasizes that Jim lied to her. He leaves without saying another word.
At Arkham, while Penguin is subjected to another round of therapy, Victor awakes in his room in the Indian Hill facility with white hair and blue eyes. There, Strange welcomes him and reveals that he survived thanks to his prolonged exposure to his own formula. However, his body has undergone a profound change that prevents him from surviving in environments that weren't at a sub-zero temperature. To avoid confinement, Strange has already begun to modify his suit to allow Victor mobility, telling Fries he needs his help on a project, and that death was not the end, but a new beginning.
Elsewhere in the facility, several bodies, including those of Theo Galavan and Jerome Valeska, float in tanks.
- In the comics, Ace Chemicals is where the Joker was created.
- Barbara is jokingly referred to as "Sleeping Beauty."
- In the comics, Matches Malone is not given a first name.
- A visual reference to Disney's The Incredibles appears in the scene at Ace Chemicals, where a fired bullet was caught in the air.