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This was the performance of a lifetime!
~ Clayface gloating in one of the game-over screens.
Next, I will become you Batman!
~ Clayface's most famous quote.
Batman: You were even supposed to be in here Karlo. Why signed up with Joker?
Clayface: Easy, the role with the lifetime!
Batman: One, last chance!

~ Clayface to Batman.

Basil Karlo, better known as Clayface, is a recurring antagonist in the Batman: Arkham video game series, serving as a cameo antagonist in Batman: Arkham Asylum, and a major antagonist in Batman: Arkham City.

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.

He was voiced by Rick D. Wasserman, who also voiced Nicholai Ginovaef in Resident Evil: Operation Raccoon City.



Initially a renowned horror actor, Basil Karlo went mad when he learned that his greatest work, The Terror, was to be remade with a different actor in the lead role. Unable to accept the possibility of another star claiming the spotlight, 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, apparently sometime following the events of Batman: Arkham Origins.

Some years after his arrest and imprisonment, Karlo was somehow able to break out. Determined to defeat Batman and reclaim the limelight, he managed to obtained a number of experimental compounds, and despite the danger, injected himself with them. As a result, he metamorphosed 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 was the power to shapeshift into almost any form he could imagine.

In spite of these powers, the newly-dubbed Clayface was eventually defeated by Batman once again and committed to Arkham Asylum. His abilities presented a unique challenge for security personnel: his superhuman malleability meant that he couldn't be kept in an ordinary cell, and his ability to impersonate guards, doctors and even other inmates necessitated around-the-clock surveillance. As a result, Clayface was eventually placed in an airtight cell in the penitentiary cellblock, and physical contact was kept to an absolute minimum; for good measure, guards were frequently warned of Karlo's propensity for impersonating fellow Arkham personnel, just in case he decided to try escaping via claims of mistaken identity.

During this period, he was interviewed by Dr Penelope Young, who diagnosed Karlo with Borderline Personality Disorder. Observing wild shifts in affect and frequent identity disturbance, she believed that Clayface's personality was at risk of fracturing after so much time impersonating others and so little time as himself. For his part, Karlo spent 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 got into the habit of shapeshifting into Dr Young herself during such interviews, much to the annoyance of the real Dr Young, who found his portrayal of her remarkably unflattering - which was 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; there, he found Clayface's cell, complete with a sign reading "Danger. Do not approach. Inmate may be impersonating other personnel." The glass wall is smeared with clay handprints and excessive Clayface goo, but the cell is 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.

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.

Much later, Batman's attempts to find the hidden chronicles of Amadeus Arkham will eventually lead him back to the penitentiary block, where the last of the chronicles may be found. By the time he arrives, however, Quincy Sharp has mysteriously vanished, leaving the final testimony scrawled on the floor of his former hiding place. Still in the form of Commissioner Gordon, Clayface reports that the Warden had left in a hurry despite insistence that he stay hidden.

Before Arkham City

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

Thanks to his shapeshifting powers, Basil Karlo entered Arkham City completely undetected. Assuming the guise of numerous inmates and security personnel alike, Clayface eventually made contact with the terminally-ill Joker, who offered to employ him. At first, Karlo was reluctant to form an alliance with the dying clown; however, Joker was 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 embroiled himself in the Clown Prince of Crime’s last megalomaniacal master plan.

Acting only in the shadows, Clayface was to serve 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, Karlo would be able to serve as muscle in the field - outdoing even Mister Hammer in sheer durability. At Joker's command, Clayface shut down Black Mask’s base of operations and opened up the Sionis Steel Mill to the Joker and his gang, which they quickly adopted as a nearly-unassailable stronghold.

Thus, despite the Joker's deteriorating condition and the disappearance of both Mr Freeze and his prototype cure, his gang begin the game with a strong position among the gangs of Arkham City at the start of the game.

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's 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 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 doesn't 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-as-Joker rallies the gang to his side in a video broadcast to all corners of the steelmill, and in the process, successfully fools Batman and Talia into believing that the Joker is at full strength again.

Soon afterwards, Batman confronts Clayface-as-Joker 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-as-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-as-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 prank 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.

Moments later, Karlo assumes his true form (albeit with Talia's sword still jammed in his back), stealing the cure in the process; 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 covers what little remains of the Lazarus Pit.

Before 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.


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


  • "You need to get me out of this cell!"
  • "It's me. Cash. I'm needed out there. I can help you."
  • "Get me out of here!"
  • "You rescued the wrong Warden. His an imposter. You know how many freaks are in this place."
  • "Why did the Warden take off so quick? I thought you told him to stay put."
  • "Hurry up and take a seat, Batman. The show's about to begin."
  • "Now you want to talk? Too late, Batman!"
  • "Give me the cure!"
  • "Easy... the ROLE of a LIFETIME!!!"
  • "Next, I will become you Batman!"
  • "This was the performance of a LIFETIME!"





  • There are several hints indicating that Clayface is impersonating the Joker during Arkham City: as always, he lacks a skeleton, he is easily distinguished by x-ray vision; his skin appears uncannily smooth, almost reminiscent of molded plasticine; also, he makes frequent references to film and television, not-so-subtle nods to his past as an actor.


          388430430761fdbfe13129425a758302.png Villains

Main Antagonists
Joker | Hugo Strange | Ra's al Ghul | Scarecrow

Secondary Antagonists
Harley Quinn | Poison Ivy | Killer Croc | Riddler | Clayface | Penguin | Mr. Freeze | Two-Face | Bane | Firefly | Black Mask | Ferris Boyle | Deathstroke | Simon Stagg | Arkham Knight

Other Antagonists
Quincy Sharp | Victor Zsasz | Frank Boles | Razor | Dr. Penelope Young | Catwoman | Mister Hammer | Sickle | Solomon Grundy | Talia al Ghul | Azrael | Deadshot | Hush | Mad Hatter | Calendar Man | Electrocutioner | Copperhead | Lady Shiva | Commissioner Loeb | Howard Branden | Ricky "Loose Lips" LeBlanc | Tracey Buxton | Candy | Alberto Falcone | Anarky | Bird | Henry Adams | Christina Bell | Johnny Charisma | Albert King | Professor Pyg | Man-Bat | Deacon Blackfire | JT Wicker | Warden Ranken | Nyssa Raatko

Groups and Gangs
Joker's Gang | Thugs | Lunatic Inmates | TYGER | League of Assassins | Penguin's Gang | Two-Face's Gang | Riddler Thugs | Harley's Gang | Black Mask's Gang | Falcone Crime Family | Bane's Militia | Anarky's Gang | Arkham Knight's Militia