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Villain Overview

Initially an actor in horror films, Basil Karlo went insane when he learned a classic film of his was to be remade with a different lead in the main role. He took on the mask of the film's villain, Clayface, and killed several of the remake's cast and crew before being stopped by Batman and Robin. Later, Karlo joined the Mud Pack, an alliance of shape-changing, mutated villains who have subsequently used the name Clayface. While that group was defeated, Karlo tricked his allies and injected himself with the essences of several of them, becoming a superhuman embuded with the abilities to change shape, melt others into protoplasm with a touch, and mimic the powers of heroes or villains he copies.
~ Clayface's bio in Batman: Arkham Asylum.
Next, I will become YOU, Batman!
~ Clayface's most famous quote, and one of his possible lines in his game-over screen.

Basil Karlo, better known as Clayface, is a supporting antagonist in the Batman: Arkham franchise.

He is a former horror film actor who went mad with envy when he learned that The Terror, one of his classic works, was set to be remade with a different lead actor instead of him. Dressing in the mask and costume of the original film's villain, Clayface, he began murdering The Terror's, cast and crew - only to be stopped by Batman and Robin.

Breaking out of jail some years later, Karlo went on to steal experimental compounds which he injected himself with - transforming himself into a shapeshifting mass of living clay.

Portrayals[]

Biography[]

Past[]

Initially a renowned horror actor, Basil Karlo proved to be a moderately successful performer specialising in changing his identity and faces. His most famous role is as the main antagonist "Clayface" of the film The Terror; a masked serial killer.

Arkham Origins[]

During the night of Christmas Eve, Basil Karlo plays in an impressionist show at the Monarch Theatre so it seems that he has not been turned into Clayface at that point.

Pre-Arkham Asylum[]

Basil Karlo goes mad when he learned that his greatest work, The Terror, is to be remade with a different actor in the lead role. Unable to accept the possibility of another star claiming the spotlight, he takes on the mask of the film's villain, "Clayface", and kills several of the remake's cast and crew before being stopped by Batman and Robin. Due to his clear mental illness, Clayface avoids the death penalty for his many crimes and is sentenced to life in prison; being transferred to Arkham Asylum upon its reopening.

Some years after his arrest and imprisonment, Karlo is somehow able to break out. Determined to defeat Batman and reclaim the limelight, Basil Karlo becomes Clayface as he is seen today. How he acquired the means is unclear as there are two contradictory accounts. According to Arkham Asylum, Basil Karlo joins a gang of similar powered clay creatures called the Mud Pack; comprised of legacy villains previously called Clayface. Although the group is defeated, Karlo steals a mixture of their changed DNA and injects it to gain his current form. In his Arkham City bio, Karlo is just said to have "stole and injected himself with experimental compounds" which seems to contradict the previous account.

Either way, Karlo gains the experimental compounds, and despite the danger, injects himself with them. As a result, he metamorphoses into a colossal mass of living, protean clay: capable of superhuman strength, speed, durability, and even a poisonous touch, the most impressive and dangerous of his new abilities is the power to shapeshift into almost any form he could imagine. In spite of these powers, the newly-dubbed Clayface is eventually defeated by Batman once again and committed to Arkham Asylum. His abilities present a unique challenge for security personnel: his superhuman malleability mean that he cannot be kept in an ordinary cell, and his ability to impersonate guards, doctors and even other inmates necessitate around-the-clock surveillance.

As a result, Clayface is eventually placed in an airtight cell in the penitentiary cellblock, and physical contact is kept to an absolute minimum; for good measure, guards are frequently warned of Karlo's propensity for impersonating fellow Arkham personnel, just in case he decides to try escaping via claims of mistaken identity. By the time of the Arkham Riots, the cell is fitted with a sign reading "Danger. Do not approach. Inmate may be impersonating other personnel" and completely filthy. The glass wall smeared with clay handprints and excessive Clayface goo, but otherwise empty except for a female mannequin and the prisoner - who at first sight appears to be security guard Aaron Cash, who insists that Batman release him.

During this period, Clayface is interviewed by Dr. Penelope Young, who diagnoses Karlo with Borderline Personality Disorder. Observing wild shifts in affect and frequent identity disturbance, she believes that Clayface's personality is at risk of fracturing after so much time impersonating others and so little time as himself. For his part, Karlo spends most of these therapy sessions bragging at length about his dramatic prowess, defending his frantic mood-swings as evidence of his abilities as an actor. He also gets into the habit of shapeshifting into Dr Young herself during such interviews, much to the annoyance of the real Dr Young, who finds his portrayal of her remarkably unflattering - probably the intended effect.

Arkham Asylum[]

During the Joker's takeover of the Asylum, Batman happens to enter the Penitentiary cellblock while in search of warden Quincy Sharp and finds Clayface in his cell in the Security Room. Disguised as security guard Aaron Cash, Clayface insists that Batman release him. However, after rescuing the warden in the room above, the warden seemingly reappears in the cell, claiming to be the real Quincy Sharp and that the man that had just been rescued was an impostor. However, Detective Mode reveals that this version of Sharp has no skeleton, and scanning him reveals him as Basil Carlo/Clayface, unlocking the character's profile and solving the the Riddler's riddle, "A case of mistaken identities?" Still impersonating Sharp, Clayface commends Batman for discovering his identity, but asks him to keep it a secret on the grounds that he has a reputation to keep. On the other hand, if the riddle is not solved immediately, Clayface will shapeshift into Commissioner Gordon behind Batman's back and simply laugh at him. One way or the other, Batman will leave the penitentiary with Clayface still imprisoned and the real Quincy Sharp hiding in the room above the cell.

It was shown by Harley Quinn's party list that Clayface was intended to be released as part of Joker's takeover and that Harley was on her way to release him, only to be distracted by releasing Poison Ivy instead and then forced to retreat once Joker unleashed the Arkham Lunatics. Once Harley was defeated and captured, Clayface remained in his cell without anyone to release him, making him one of only three inmates (Killer Croc and Luke Oliver) who were left in their cells and did not take part in Joker's takeover of the asylum.

Later on in the night, Batman finally uncovers Quincy Sharp as the secret identity behind the Spirit of Arkham. Batman returns to the penitentiary block to confront Sharp only to find he had already fled the office to unknown parts of the Asylum, leaving behind a single chronicle on the floor of his former hiding place. Still in the form of Commissioner Gordon, Clayface confirms that the warden had fled despite Batman's orders, expressing his own confusion on the matter.

When the GCPD sweep through the ruined Asylum after Joker's plans were finally foiled, one uninformed officer makes the mistake of releasing Clayface from his cell, having fallen for the same trick that Batman managed to avoid. It is only after the real Warden Sharp is found that the guard realized his mistake, but Clayface is long gone by that point.

Before Arkham City[]

18 months after Joker's takeover, Arkham Asylum was closed down and the controversial Arkham City was opened by Professor Hugo Strange, who threw anyone in Gotham who had ever been sentenced into the mega-prison, regardless of whether they had served their time or not. Thanks to his shapeshifting powers, Clayface remained one of the few who avoided TYGER operatives hunting criminals down. Clayface eventually makes contact with the terminally-ill Joker, who offers to employ him. At first, Karlo is reluctant to form an alliance with the dying clown; but the Joker is able to change his mind by making him the unprecedented offer of "the role of a lifetime" - namely the chance to play the part of first the Joker, then Batman. Unable to resist the ultimate test of his abilities as an actor, Karlo embroils himself in the Clown Prince of Crime’s last megalomaniacal master plan. Clayface enters Arkham City completely undetected and, assuming the guise of numerous inmates and security personnel alike, begins his role in Joker's scheme.

Acting only in the shadows, Clayface served as his employer's secret weapon, hidden from everyone in the gang bar Harley Quinn and the Joker himself; with the supervillain's advancing illness rendering him too weak to lead as he once did, serving as muscle in the field - outdoing Mister Hammer and even the single TITAN henchman Joker had in sheer power and durability. At Joker's command, Clayface shuts down Black Mask's base of operations and opens up the Sionis Steel Mill to the Joker and his gang, which they quickly adopt as a nearly-unassailable stronghold. Thus, despite the Joker's deteriorating condition and the disappearance of both Mr Freeze and his prototype cure, the Joker's gang quickly established themselves as one of Arkham City's top players. Despite Clayface's deception, many in the gang took notice of the discrepancy between the sick Joker that commanded them via screens and the healthy Joker that commanded them in person. Though most fortunately chalked this up to the Joker playing a trick on them and Batman.

Arkham City[]

Unknown to Batman, Clayface makes his appearance fairly early in the game: shortly after infiltrating the Steel Mill in search of answers concerning Hugo Strange's mysterious Protocol 10, Batman finds himself just outside the loft that serves as the Joker's inner sanctum, and though he cannot break through the doors yet, he can still eavesdrop on conversations. At one point, he overhears Harley Quinn exclaiming that "Mister J" looks perfect only to suddenly remark "oh, that's not you, is it?" while Joker hurriedly shushes her; in hindsight, it is clear that Harley briefly mistook Clayface's mimicry of the Joker for the real thing, but for the time being, Batman doesn't suspect anything.

When Batman is finally able to break into the loft, the Joker pretends to flatline (with his TITAN disease fooling Batman's detective mode) while Harley mourns over his "corpse." Briefly taken in by the deception, Batman is caught off-guard when Clayface (in Joker's shape) jumps him from behind, chloroforming him and leaving the superhero debilitated enough for Harley to knock him unconscious with a baseball bat. As a result, the Joker is able to dose the Caped Crusader with his infected blood, forcing him to comply with him demands to find Mr Freeze and the cure for TITAN Poisoning.

Because the Joker does not trust Batman to deliver the cure to him, he resorts to subterfuge by having the cure stolen as soon as it's completed: when the alliance between Mr Freeze and Batman breaks down due to Freeze's insistence on rescuing Nora Fries first, Harley Quinn exploits the ensuing boss battle by cutting her way into Mr Freeze's safe from behind and stealing the cure. However, because the Joker can't resist taunting Batman, he has Harley leave a subtle hint of the true nature of his latest gag: in the ruined safe, he leaves both a copy of his signature Joker calling card - and a photocopy of the card.

Unfortunately for the Joker, Harley is ambushed by Talia al Ghul and relieved of the cure just before she can deliver it. Meanwhile, with the Joker in the terminal stage of his condition and too ill even to motivate his henchmen anymore, Karlo carries out the first stage of his promised "role of a lifetime" by essentially becoming the Joker's body double. Pretending that he has somehow been cured of TITAN poisoning, Clayface-Joker rallies the gang to his side in a video broadcast to all corners of the Steel Mill, and in the process, successfully fools Batman and Talia into believing that the Joker is at full strength again.

Soon afterwards, Batman confronts Clayface-Joker. Clayface-Joker pretended to lean on a supposed mirror while his reflection appeared as the terminally-ill real Joker. The mirror was in fact non-reflective glass and the real Joker merely stood back as his doppelganger engaged the Dark Knight in battle alongside his seemingly reinvigorated minions, only for the opening bombing run of Protocol 10 to bring the roof down on top of him. Pinned to the ground by debris, Batman is left defenseless as Clayface moves in for the kill; however, at the last minute, Talia al Ghul intervenes by offering the Joker immortality via the Lazarus Pit. Curious, Clayface-Joker accepts the offer on behalf of his employer, and follows her out of the building - leaving Batman to eventually be rescued by Catwoman.

However, the Joker still wants to be guaranteed of his cure before he takes a chance with the Lazarus Pit, so he has Clayface hold Talia hostage at the Monarch Theater and orders Batman to arrive with the cure in tow, oblivious to the fact that Talia already has it. When Batman finally arrives to negotiate, however, Talia manages to free herself and impale Clayface-Joker through the back with her sword; playing his role to the hilt, Clayface pretends to expire and slumps to the ground with the sword firmly jammed through his spine. At that moment, Batman finally realizes the deception that's just been played on them, and moves to warn Talia - but too late: the real Joker emerges from the shadows and shoots Talia dead.

With the charade over, Karlo assumes his true form (albeit with Talia's sword still jammed in his back), stealing the cure in the process. Batman confronts Clayface on why he was even in Arkham City, let alone working with Joker, with Karlo explaining what the Joker had promised him. Batman threatens Karlo with one last chance to surrender but the mudman refuses and a boss battle ensues, during which Clayface shapes himself into a variety of living weapons and hideous forms while Batman is forced to use measures too extreme for ordinary criminals - paralyzing Karlo with Freeze Blasts and slicing him up with Talia's sword. Joker then detonates explosives planted under the theater, sending Batman and Clayface plummeting into Ra's Al Ghul's Lazarus Pit chamber, where the two do battle once again, this time with Clayface dividing himself into multiple copies in an attempt to overwhelm Batman. Ultimately, Karlo is frozen once again, allowing Batman to slice open his body and retrieve the cure.

As a last resort to prevent the Joker from using the Pit, Batman throws Talia's sword at the generator overlooking the pit, sending the machinery plunging downwards, knocking Karlo into the Lazarus Pit - simultaneously dispersing his remains among the fluid and rendering the Pit unusable. For good measure, the generator breakdown causes a massive explosion that destroys most of the chamber and completely destroying what little remains of the Lazarus Pit.

Arkham Knight[]

Karlo is still alive within the mud collected by GCPD, but unable to take solid form again because of the Lazarus Particles mixed with his mud. This basically ensures that without outside help, Cla

yface will never threaten Gotham again.

Personality[]

A former theatre actor of some repute, Clayface is a very performative and energetic psychopath with an intense flare for the dramatically demented. Before mutating into his current state, Basil Karlo's personality is largely unknown but he must have been amiable enough since he was a very successful actor. At the same time however, Karlo has an extremely fierce jealous streak as he snapped when The Terror was recast and killed several of his past cast and crew. His defeat by Batman and Robin leads him to a faithful mutation.

Although assuming his new form, Clayface is a deeply damaged and deranged psychopath who retains his acting chops and dramatic flare but is completely sociopathic and sadistic. Seemingly only motivated by a desire for drama and putting on a show, the shapeshifter will do anything to put on his "Ultimate Show" which includes murder, kidnapping and aiding the Joker. At the same time though, Clayface has an almost terrifyingly cunning mind; impersonating multiple people in an attempt to get out of his cell and eventually succeeding with a GCPD Officer. Clayface can also be very petty; mocking Dr. Young when she interviewed him and taking on her appearance just to annoy her.

Powers and Abilities[]

  • Strength: Clayface's strength far exceeds a normal human, being able to pick up and throw around his enemies as well as generate shockwaves by hitting the ground.
  • Invulnerability: Being made out of clay, Clayface is almost completely immune to physical attacks due to being almost entirely liquid.
  • Shapeshifting: Clayface's signature ability where he completely changes his appearance on a whim by bulking his body and making it forcibly change shape and color.
    • Voice Change: Clayface can also effortlessly change his voice to match that of whoever he impersonates.
    • Arm Stretching: Clayface has the ability to stretch his arms to great lengths to reach enemies from afar.
    • Boulder Attack: Clayface can melt into the ground and reform into a massive boulder to try and crush his enemies.
  • Acting: Being an actor from the beginning, Basil Karlo is extremely skilled at impersonation and copying the mannerisms of the people he copies.
    • Manipulation: Clayface is a skilled manipulator, taunting Batman to release him as well as successfully tricking a GCPD Officer into letting him go and tricking the entirety of Joker's Gang into thinking he was the real deal.
  • Poisonous Touch: Although not shown in the series, Clayface's Arkham Asylum bio states that his mere touch can melt people into protoplasm.
  • Mud Attack: After being defeated for the first time, Clayface spun rapidly and flung dozens of clay balls at Batman; each travelling fast enough to hurt.
  • Minion Spawning: After falling into the Lazarus Pit chamber, Clayface summoned dozens of clay based minions to attack Batman.

Weaknesses[]

  • Freezing: Clayface is almost completely untouchable but if frozen, such as with Batman's Freeze Grenade, Karlo can be harmed and eventually beaten.
  • Confined Spaces: Although Clayface is extremely malleable and a shapeshifter, confined spaces like his cell in Arkham Asylum seem to be able to keep him human sized and thus unable to escape.
    • Limited Strength: Given Clayface has super strength and should have been able to smash his way out of the cell, it seems Clayface's strength is much more comparable to human when in a more conventional form.

Arsenal[]

  • Fists: Although lacking any weapons of any kind, Clayface has massive fists capable of causing devastating damage to his enemies.
    • Hammer: After revealing his true identity, Clayface reshaped his fist into a massive hammer and tried to crush Batman beneath it.
      • Dual Hammer Strike: In his second phase, Clayface can turn his hands into two hammers and slam them together three times to try and crush Batman.
    • Axe Blade: During his boss fight, Clayface turned his right arm into a swinging axe blade to try and cut off Batman's legs.
    • Mace Hand: During his boss fight, Clayface repeatedly turned his right arm into a mace to try and crush Batman in a jump attack.

Victims[]

Victims killed by Clayface
  • Multiple citizens of Gotham
  • Multiple GCPD officers
  • Multiple Blackgate staff
  • Multiple Arkham Asylum staff
  • Multiple Arkham City staff
  • Multiple Two-Face thugs
  • Multiple Penguin thugs
  • Multiple Blackgate inmates
  • Multiple Arkham Asylum inmates
  • Multiple Arkham City inmates

Quotes[]

Arkham Asylum[]

You need to get me out of this cell!
~ Clayface's first words whilst posing as Aaron Cash.
It's me. Cash. I'm needed out there. I can help you.
~ Clayface after being spoken to again.
I'm the only person here you can rely on, Batman.
~ Clayface posing as Aaron Cash.
C'mon, man. Get me out of here.
~ Clayface posing as Aaron Cash.
So, you figured it out. Good job. Please, keep it to yourself. I got a reputation to keep up.
~ Clayface after being found out when Batman scanned him for a Riddler Riddle.
Get me out of here!
~ Clayface posing as Quincy Sharp.
You rescued the wrong Warden. His an imposter. You know how many freaks are in this place.
~ "Warden Sharp."
You can't leave me locked up in here.
~ Clayface posing as Sharp.
File:Clayface posing as Quincy. Batman! It's me, the Warden. You know me.
~ Batman! It's me, the Warden. You know me.
So, you discovered my true face, detective. Please, keep it a secret.
~ Clayface if he was found out as Sharp.
Why did the Warden take off so quick? I thought you told him to stay put.
~ Clayface after the Warden was exposed as the Spirit of Arkham.

Arkham City[]

Surprise! You fell for the ol' fake Joker gag, Batman.
~ Clayface, secretly posing as the Joker.


Good evening, troops. This is General J with a quick update on what's going down here in Arkham City. As you can see, I'm looking much better. In fact...oooh...I think I'm looking better than ever. Oh, I can hear you all now: "How did this happen?", "Can I get me some of that crazy cure?", "I want answers, damn it! Now!" Well, here's the thing. Answers don't give you everlasting satisfaction. Sometimes you need to brace yourself for disappointment. Now think about it. Imagine your favourite TV show. You've been through it all. The ups, the downs, the crazy coincidences, and then: Bang! They tell you what it's all about. Would you be happy? Does it make sense? How come it all ended in a church? You guys just need to know one simple thing. I'm back. Back for good. Now arm yourselves, boys, we've got a prison break to plan. No hostages. No surrender. I know. It sounds like suicide, but listen. Whatever happens...I'll be right behind you.
~ Clayface posing as the Joker.


Batman: You weren't even supposed to be in here, Karlo. Why sign up with Joker?
Clayface: Easy, the role of a life time!
~ Clayface after revealing himself.


Hurry up and take a seat, Batman. The show's about to begin.
~ Clayface before the final battle.


Now you want to talk? Too late, Batman!
~ Clayface during the final battle.


Give me the cure!
~ Clayface during the final battle.

Game Over Lines[]

It was the performance of a lifetime!
Get up, Bats! Hey, you ain't looking so good!
~ Clayface-Joker
Oh, Bats! If you only knew what I have planned! You'd just die!
~ Clayface Joker
Aren't you supposed to be up on your feet and trying to stop me?
~ Clayface Joker

Trivia[]

  • In his bio for Batman: Arkham Asylum, it was stated that Clayface joined the Mud Pack. In the comics, this was a gang he himself formed from other legacy villains to bear the moniker Clayface whereas the bio heavily implies it had already existed before he joined.
    • Due to the conflicting backstories however, it is unclear whether the Mud Pack is even cannon.

Navigation[]

           : Arkham Villains

Joker's Gang
Joker | Harley Quinn | Clayface | Frank Boles | Razor | Mister Hammer | Harley Quinn's Thugs | Ian Chase | Boogy

League of Assassins
Ra's al Ghul | Talia al Ghul | Lady Shiva

TYGER
Ra's al Ghul | Professor Hugo Strange | Quincy Sharp | Lyle Bolton

Penguin's Gang
Penguin | Solomon Grundy | Sickle | Ricky "Loose Lips" LeBlanc | Tracey Buxton | Candy | Qing Lu | Tiny the Shark

Two-Face's Gang
Two-Face | Paulie B

Falcone Crime Family
Alberto Falcone | Carmine Falcone

Gotham City Police Department
Commissioner Loeb | Howard Branden | John DeMarco | JT Wicker

Bane's Militia
Bane | Bird | Andrew Carter

Anarky's Gang
Anarky

Arkham Knight's Militia
Scarecrow | The Arkham Knight | Deathstroke

Black Mask's Gang
Black Mask | Ian Chase

Support Squad
Gizmo | Hack | Toyman | Earth-2 Lex Luthor | Penguin

Suicide Squad
Amanda Waller | Deadshot | Harley Quinn | Captain Boomerang | King Shark (Assault on Arkham) | Elseworlds Joker | Mrs. Freeze | Lawless | Deathstroke | KGBeast | Killer Frost | Black Spider | Bronze Tiger

Brainiac's Army
Brainiac | Terminauts | Green Lantern Clone | Batman Clone | Flash Clone | Superman Clone

Deacon Blackfire's Cult
Deacon Blackfire

Rats
Two-Face | Shrike | Ratcatcher

Others
Poison Ivy | Riddler | Killer Moth | Humpty Dumpty | Catwoman | Mr. Freeze | Deadshot | Azrael | Hush | Mad Hatter | Calendar Man | Chucky Berks | Robert Hanes | Mad Hatter Thugs | Great White Shark | Maxie Zeus | Prometheus | Tweedledum and Tweedledee | Electrocutioner | Copperhead | Ferris Boyle | Professor Pyg | Firefly | Killer Croc | Man-Bat | Simon Stagg | Dr. Penelope Young | Warden Ranken | Victor Zsasz | Christina Bell | Johnny Charisma | Albert King | Henry Adams | Thugs | Lunatic Inmates | Lex Luthor | Riddler Thugs | Joe Chill