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Mud is the fifth episode of season two and introduces the villain Clayface.


The episode begins with Vicki Vale giving a report on how Batman and D.A.V.E. were working together. As the show ends Vicki walks into the office of Bill Church. Vale demands to known why shes having to say these things and reminds Church that Batman saved them from D.A.V.E. However, Church rebuts by saying "as long as you work for me you'll do as your told!" Vicki then takes off her employee ID and slams it on Bill Church's desk and walks out of his office. Later that evening Vicki is on a date with Bruce Wayne and she tells him about what happened. At that moment Bruce Wayne recieves a call from Roman Sionis. Sionis then tells Bruce that he was two extra tickets to see The Terror at the Monarch Theater. Later that night Bruce and Vicki arrive at the Monarch Theater. As they walk past Crime Alley, Bruce looks down the alley and has a flahback about his parents death. Vicki then asks Bruce if he is alright. Bruce Wayne tells her that everything is fine. As Bruce and Vicki walk into the Monarch Theater's loby they are greeted by Roman Sionis. Bruce, Vicki and Roman then take their seats and watch The Terror. At that moment some explorers are in the jungle exploring a cave and discover a pool of radioactive protoplasm. The explorers then bring in several biohazard containers and place the radioactive protoplasm inside the containers. The scene then shifts back to the Monarch Theater as The Terro comes to an end. As the curtains come down Bruce, Vicki, Roman and everyone else in the auditorium stand up and applaud. Just then the plays star, Basil Karlo, comes out on stage and gives a bow. As they walk out of the theater Roman tells Bruce and Vicki goodbye and walks off. A few minutes later after everyone has left Basil Karlo walks outside and gets in his car. As he drives home Karlo gets into a car crash and is rushed to the hospital. A few days later Bruce and Alfred were in the living room in Wayne Manor watching the news. At that moment a story about Mayor Sebastian Hady begins. The reporter says that Hady was under investigation for embezzling from the city, but all charges were dropped because of a lack of evidence. Bruce then turns to Alfred and says "what do you wan't to bet that Flass had something to do with that lack of evidence?" A few days later Black Mask and the False Face Society go to the hospital. Black Mask then makes his way to Karlo's room. Karlo then wakes up and sees Black Mask standing over his bed. Black Mask then has his men take Karlo away. A few hours later Bruce Wayne and Vicki Vale go to a radio station owned by Wayne Entertainment. Vicki then asks "what's going on Bruce?" Bruce Wayne then looks at Vicki and answers "I'm offering you a job, work here and you will have complete control over what you report." Vicki quickly agrees and says that she will call it the Vicki Vale Show. Vicki then goes up to Bruce Wayne and kisses him and tells him thank you. Later that night Bruce Wayne learns of Karlo's disappearance from the hospital and goes to investigate. Batman makes his way to the security office and finds a recording of the False Face Society and Black Mask abducting Karlo from his room. Batman then begins to wonder what Black Mask would want with an actor. The next morning Basil Karlo wakes up and finds that his face is horribly disfigured. As Karlo shouts in terror Black Mask walks in. Karlo appears confused and asks whats going on. Black Mask then tells Karlo that he was in an accident. Basil Karlo then shouts "my career is over!" Black Mask goes up to Karlo and tells him that he can help him but only if he agrees to work for him. Karlo agrees and shakes Black Mask's hand. Later that night Batman goes to the police department and speaks with Commissioner Gordon. Batman then asks if the police have any leads on Karlo's whereabouts. Gordon answers that he has no leads. Gordon also says that it doesn't make any sense that Black Mask would want to abduct Karlo. A few hours later Karlo and Black Mask are in a labratory. Karlo then walks around a pool of chemicals and asks what this is for. Black Mask answers "it's radioactive protoplasm and your going to get in it." Karlo hesitates but Black Mask tells him that it will fix his face. Karlo then lays down on a metal slab and is lowered into the radioactive protoplasm. A few moments later Black Mask has Karlo raised out of the protoplasm. Karlo's body then begins to change into clay. Karlo then looks at his hands and sees what has hapened to him. Karlo then looks at Black Mask and shouts "what have you done to me!" Black Mask then tells Karlo to focus on his human appearance. Basil Karlo does as Black Mask says and is surprised to discover that his new clay body can shapeshift. Karlo then uses this power to transform into his original human self. Karlo then begins his acting career again and becomes far more popular then ever before. A few weeks later Black Mask secretly visits Karlo. Black Mask then tells Karlo that he has a job for him. Karlo agrees and says that he owes Black Mask for what he did for him. Sometime later Karlo shapeshifts into a security guard and infiltrates Wayne Enterprises. At that moment Bruce Wayne and Lucius Fox are in Wayne's office. Just then Karlo makes his way to the center of the building and removes a bomb from his clay body and places it near some machines. A few moments later the bomb explodes which gets the attention of Bruce Wayne. Bruce then turns to Fox and tells him to say in the office. Bruce then heads to a secret room and puts on his Batman costume. Batman then rushes to the site of the explosion and sees a security guard. Batman then shoots his grapple at him and it ties him up. However, Batman is shocked to discover that the rope has slipped right through the guards body. The guard then begins to laugh. At that moment the guard shifts into his clay body. Batman is stunned and begins to slowly back away. Batman then asks "what are you?" Karlo looks at the Dark Knight and shouts "I am Clayface!" Clayface then stretches his clay arms out and attempts to smash Batman. However, the Dark Knight is able to jump out of the way. Batman then runs up and hits Clayface but his arm gets stuck in the clay. Clayface then sucks Batman into his body and attempts to suffocate him. However, Batman is able to shoot his grapple through Clayface's body and escape. As Batman lands on the ground he gasps for air. Clayface then looks at Batman and says "I'll see you around Bats." Clayface then escapes through a drain pipe. The Dark Knight looks at his boots and realizes that some on Clayface's clay is on his feet. Later, Batman goes back to the Batcave and analyzes it. At that moment Alfred walks up and sarcastically says "I had no idea you liked playing in the mud Master Bruce." Bruce Wayne then says "it's not mud Alfred, it's clay. More precisely it's mutated flesh." Alfred then replies "human flesh? My word." Bruce Wayne then says "I'm running a test now, hopefully I'll get a match on the DNA." Alfred then asks why Clayface attacked Wayne Enterprises. Bruce Wayne answers by saying that Clayface attacked the aerospace division and that he is competing with Sionis Industries and Daggett Industries for a government contract to build a new space station. The next day Bruce Wayne goes to Janus Cosmetics to see Roman Sionis. As Bruce Wayne enters the office he is greeted by Sionis and they shake hands. Roman Sionis and Bruce Wayne then have a seat at Sionis's desk. Bruce then tells Sionis about Clayface and that he believes he will attack Sionis Industries. Roman then tells Bruce thank you and that he will triple security. Later that night Batman goes to police headquarters to see Commissioner Gordon. The two of them meet on top of the GCPD. Gordon then tells Batman that he's heard of Clayface. Batman replies that he suspects that Sionis Industries will be his next target. Gordon then looks at Batman and asks "do you have any idea who hired him?" The Dark Knight answers "I have reason to believe Roland Daggett hired him. His business dealings in the past have been less than ethical." Sometime later Batman, Gordon and the police arrive at Sionis Industries. At that moment Roman Sionis runs up to Batman and Gordon. "Is he here?" Sionis asked the poilice. Batman then looks at Gordon and Sionis and says that he's going inside to look for Clayface. Batman then makes his way into the factory. As Batman looks around he spots a man that didn't evacuate the building. As Batman walks up to him he puts his hand on the man's shoulder and tells him that he needs to get out. The man then turns around and looks at Batman. He precedes to open his mouth and as he does that clay shoots out of his mouth which forms around Batman and pins him to the wall. Clayface then reaches into his clay body and pulls out a bomb. Clayface sets the bombs charge and then manages to once again escape. As Batman struggles he manages to free himself. The Dark Knight then runs over to the bomb and manages to disarm it. Batman then walks outside and tells Gordon and Sionis that he was able to stop the bomb but Clayface once again escaped. Gordon then asks Batman "Clayface is extremely powerful how do you plan on stopping him?" Batman looks at Gordon and replies "I don't know." A few days later Bruce Wayne and Vicki Vale go on a date. Vicki and Bruce go to a pottery work shop whil there Vicki and Bruce learn how to mold clay. Their instructor tells them that to mold the clay they must first add water to soften it. Bruce Wayne then gets an idea. Wayne then stands up and begins to walk out. Vicki stops him and asks where he's going. Bruce Wayne looks at Vicki and says you just gave me a briliant idea. Bruce then gives Vicki a kiss and then walks away. Back at Wayne Manor Bruce tells Alfred that he has a way to defeat Clayface but he need the DNA test to finish first. Bruce and Alfred then go down to the Batcave and learn that the DNA test has in fact finished. Bruce then looks at the Batcomputer and learns that Basil Karlo is Clayface. Bruce Wayne then looks at Alfred and says "Alfred, get me two tickets for tonights show at the Monarch Theater. That night Bruce Wayne and Vicki Vale go to the Monarch Theater to see Revenge of the Atomic Clone staring none other than Basil Karlo. As the play begins Bruce Wayne slips away. He then finds the controls for the theater's sprinkler system and turns them on. The theater then fills with water. As the water hits Basil Karlo it weakens his clay body and he loses control of his shapeshifting power which reveals his true form. The audience then runs in fear. Batman then jumps on stage and says "it's over Karlo." Basil Karlo replies "there is no more Basil Karlo, now there is only Clayface!" Clayface then forms his hands into axes and to swing them at Batman. However, the Dark Knight is able to evade Clayface's attacks. The water continued to hit Clayface and Batman notices that Clayface's body is falling apart. Batman looks at Clayface and says "you don't look so good Karlo." Clayface then shouts "my name is Clayface!" As Clayface begins to melt away he gasps for air. Clayface then makes one final attempt to kill Batman. Clayface extends his clay arms and tries once more to kill Batman. However, Batman throws a Batarang at a pipe and the pipe bursts. A flood of water then comes crashing down upon Clayface and he is washed down a drain. Just then Commissioner Gordon and other officers rush in. Gordon rushes up to Batman and asks where the monster is. Batman answers "down the drain, it's over." Gordon replies by saying "I should have known you would have this wraped up by the time we got here." The next day Bruce Wayne goes to Sionis Industries to meet with Roman Sionis. When Bruce sees Sionis, Bruce tells him "I heard you got the government contract for the new space station, congratulations." Roman Sionis then replies "thenk you Bruce. I was about to get some lunch would you like to join me?" Bruce answers "thank you Roman, but I have to be at the radio station in a few minutes." Bruce then leaves Sionis Industries and gets in his limousine and Alfred drives him to the radio station. As the Vicki Vale Show begins Vale introduces her special guest, Bruce Wayne. Vicki then asks "I hear you have something very important to tell the people of Gotham, Bruce?" Bruce Wayne then speaks into the microphone and says "yes I do Vicki. I would like to tell the people of Gotham that starting today I am entering the race for mayor of Gotham City and if elected I will make our city a better place."


Role Actor
Batman Jackie Earle Haley
Bruce Wayne Neal McDonough
Alfred Pennyworth Hector Elizondo
Vicki Vale Melissa Joan Hart
Commissioner James Gordon Mark Harmon
Lucius Fox Keith David
Bill Church Rodney Saulsberry
Black Mask & Roman Sionis Robert Davi
Clayface / Basil Karlo Fred Tatasciore

Non Speaking Cameos[]

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Locations and Items[]


  • In the comics Basil Carlo was the first Clayface but just started out as a human murderer. He later gained his powers and became a real "Clayface" after he injected himself with the DNA of Sondra FullerPreston Payne and Matt Hagen. However, in Batman: Guardian of Gotham, Fuller, Payne and Hagen have not been introduced so Basil Karlo was given the same origin that Matt Hagen has in the comics.


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