The source material for this track set up a very atmospheric soundscape, primarily using rhodes and sparce hi-hats, along with moving between chords in interesting ways. When several members of the Collective joined Charles in a listening party, he quickly latched onto this track and decided to make a rendition with an ensemble similar to that of the jazz fusion group, Snarky Puppy (which is from New York City, like him!). Charles decided to finally make a project with completely live instrumentation, requesting the help of some of his biggest inspirations for getting into video game cover creation, especially on YouTube, and it was a wonderfully pleasant experience to work with them. The rhythm section was mostly left to their own devices, so when Mitchell sent the drums, it gave the song more of an energetic vibe than originally intended, but it opened up some new opportunities that weren't there before, and that change really helped to not only make this rendition of Fear stand out from the original song, but bring it over the edge to become what Charles considers to be one of his best works.

Appears on SUCCESSOR: Final Fantasy VIII Remixed