Ultimate Scaregrow

**Debut** | TBA

**Ultimate Scaregrow** is the evolved form of Scaregrow.

## Appearance

Ultimate Scaregrow is much taller than his default form, with his most prominent feature the fact shadows around him defy the presence of light, leaving almost all of his head obscured from underneath his hat, with only segments of his glowing bright red face visible. Ultimate Scaregrow has long strands of yellow straw-like hair emerging from the darkness of underneath his hat, while his skeletal hands are both visible, his skin now a pungent brown with black fingernails. Ultimate Scaregrow wears a dark gray coat, riddled with rips and holes, and sewn together with red and tan patches, with brown and tan boots, and a pitchfork carried in his left hand.

Ultimate Scaregrow wears the Ultimate Simplicitrix symbol as his hat.

## Powers

* Ultimate Scaregrow retains the abilities of his default form, although with much more potent illusions, and the fact his fear empowerment now enhances his size and strength, putting a literal spin on his name.
* Ultimate Scaregrow can warp into and transverse the mindscapes of others if they were to enter the shadows that he creates, namely his partially obscured face, bypassing straight through any mental barriers and leaving behind a psychic shadow that conceals his presence and obscures psychics from pinpointing his location.
	+ While inside the minds of others, Ultimate Scaregrow can physically exist inside and interact with different thoughts, memories, and dreams as if they were tangible environments he was actually inside of, allowing him to tamper with and influence how the individual mentally processes or even remembers them.
	+ Through impaling them with his pitchfork, Ultimate Scaregrow can fully expend his energy into permanently destroying memories and creating mental blocks that can hinder long-term memory and prevent the usage of certain abilities that require concentration.
* Ultimate Scaregrow can manipulate his own shadows, solidifying and molding them into different constructs, such as weaponry, shields, and armor. Uniquely, because of their inability to be cancelled out by the presence of light, Ultimate Scaregrow can coat himself in them and render himself immune to light-based attacks.
* Ultimate Scaregrow has enhanced strength, durability, and speed, with his durability making him mildly fireproof.

## Weaknesses

* Ultimate Scaregrow's fear-based abilities can still be negated if someone overcomes their fear and becomes immune to their effects, although his much stronger illusions make this less of a possibility than before.
* Ultimate Scaregrow cannot enter the minds of others if they avoid entering his shadows at all costs, such as avoiding any physical contact with him or teleporting out of their range entirely, while he can forcefully ejected out of someone else through those with strong enough mental manipulation.
* Ultimate Scaregrow's mental blocks can be broken through extensive amounts of memory manipulation.

## Trivia

* Ultimate Scaregrow's design was made using Scarecrow from *The New Batman Adventures*, playing off the pre-existent similarities of his default form.
* Ultimate Scaregrow's size enhancement and umbrakinetic constructs were suggested by Ghost King.