Easy! The role of a lifetime!
~ Clayface

Clayface is a minor character in Batman: Arkham Asylum and later the final boss of Batman: Arkham City. He is a former horror film actor who went insane when he had learned a classic film of his was set to be remade with a different lead actor instead of him. He took on the film's villain Clayface's mask and started to murder several workers of the remake. He was stopped by Batman and Robin, but he was released from arrest, and stole experimental compunds and injected himself with it, thus, transforming himself into a superhuman shape-shifter under the alias of Clayface, because of the reason that he is made of clay.

He was voiced by Rick D Wasserman.



Initially an actor in horror films, Basil Karlo went mad when he learned a classic film of his was to be remade with a different actor in the lead 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 stole some experimental compounds, injected himself with the compound, and became a superhuman imbued with the abilities to change shape, melt into protoplasm with a touch, and mimicked the powers of heroes or villains that he copied.

Arkham Asylum

Batman, while searching for Arkham's Warden, Quincy Sharp, came across a cell behind a clear wall with no bars. A sign next to it read "Danger. Do not approach. Inmate may be impersonating other personnel." The cell contained a female mannequin, white hand-prints, and excessive Clayface goo. What appeared to be security guard Aaron Cash was pacing behind the wall, and urged Batman to let him out.

However, after rescuing the warden in the room above, another man looking like the warden appeared in the cell, claimed that the one rescued was an imposter, and begged to be let out. When Batman turned around, a morphing noise sounded and in the cell appeared what seemed to be Commissioner Gordon. He simply laughed at Batman. Detective Mode revealed that the shapeshifter had no skeleton, and scanning him revealed him as Basil Karlo/Clayface. His profile could then be read and the Riddler's riddle, "A case of mistaken identities?" was solved. Clayface commended the detective for discovering his identity, and asked him to keep it a secret, as he had a reputation to keep.

After all but one of the hidden chronicles are found around Arkham, Quincy Sharp had disappeared from his sanctuary. Clayface mentioned how the warden had left in a hurry despite Batman's insistence that he stay hidden, all the while impersonating Commissioner Gordon.

Arkham City

When the rescue teams of the GCPD swept through the ruined Asylum after Joker's plans, one uninformed guard believed that Sharp was trapped within the same cell that Batman saw and let him out, while in reality, it was simply Clayface taking advantage of the situation to finally escape. It was only after the real Warden Sharp was found, did the guard realize his lethal mistake, but Clayface was long gone by that point and at-large.

Basil Karlo entered Arkham City completely undetected. Assuming the guise of numerous inmates and security personnel alike, the monstrous mudpack eventually made contact with the Joker, who was revealed to be his cryptic employer. At first, Karlo was reluctant to form an alliance with the dying clown, but was quickly convinced to aid the Joker and embroiled himself in the Clown Prince of Crime’s last megalomaniac master plan.

Despite not actually being imprisoned in Arkham City, Karlo sided with the Joker for one reason: the role of a life-time. At the request of the Joker, Karlo mimicked his appearance prior to being affected by the TITAN sickness, to fool Batman, Talia al Ghul, and Hugo Strange. Because of this, everyone in Arkham City believed Joker has somehow cured himself.

With Karlo’s vast and nearly unstoppable abilities, Joker knew he had all but conquered Arkham City. Next to doubling as him, Joker used Karlo to carry out his most extreme tasks; including having the shape-shifter shut down Black Mask’s base of operations, and opening up the Sionis Steel Mill to the Joker and his gang. Joker could hide while Karlo did his bidding.

The plan was not realized by Batman until Talia was taken prisoner by the Joker at the Monarch Theatre. However, Talia managed to free herself and disarm the Joker, and proceeded to stab him. Not long afterwards did Batman deduce that Joker had been impersonated the entire time.

The actual Joker, dying from the sickness, revealed himself and shot Talia dead. Karlo arose and took on his natural form. After Batman questioned Karlo's motives for joining Joker, Karlo justified his actions, and stated that once he killed Batman, he would get the role of a lifetime (by impersonating Batman).

Batman was forced to fight Karlo by using Freeze Blasts to retrieve the cure and grab Talia's sword to slice him. As Batman froze Karlo, he sliced him into pieces. Batman and Karlo end up in the Lazarus Pit Chamber beneath the Theatre because the Joker planted explosives on the floor. Batman fought against many Clayfaces with his sword. Eventually, Karlo succumbed to the Freeze Blasts which Batman threw at him and then jumped into Karlo's body to retrieve the cure and sliced free from Clayface, and incapacitated him. Batman then threw Talia's ceremonial sword in the Pit's controls to prevent Joker from entering the Pit. As a result, one of the generators fell down and knocked Karlo into the Lazarus Pit, and created a large explosion that destroyed most of the chamber and presumably killed Karlo.

Before Arkham Knight

Karlo is still alive within the mud collected by GCPD but unable to take form again because of the Lazarus Particles mixed with his mud and the explosion from the generator.



  • "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 were several hints indicating that Clayface was impersonating as the Joker. While Batman was fighting the Joker and an army of his goons, if Batman uses his X-Ray vision, "Joker" will have no skeleton, while his minions are shown to have Skeletons.
          388430430761fdbfe13129425a758302 Villains

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

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

Minor Antagonists
Quincy Sharp | Victor Zsasz | Frank Boles | Razor | Catwoman | Mister Hammer | Sickle | Solomon Grundy | Deadshot | Hush | Mad Hatter | Calendar Man | Electrocutioner | Copperhead | Lady Shiva | Ricky "Loose Lips" LeBlanc | Tracey Buxton | Candy | Alberto Falcone | Anarky | Bird | Henry Adams | Professor Pyg | Man-Bat | Deacon Blackfire | Warden Ranken

Arkham Knight's Militia | Joker's Gang | League of Assassins | Penguin's Gang | Thugs | TYGER

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