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"So, you've discovered my true face, Detective. Please keep it a secret."
―Clayface to Batman impersonating Quincy Sharp at Arkham Asylum.[src]

Basil Karlo was once a famous actor, but soon fell into madness after he learned that one of his classic movies was being remade with a new star in his previous role. Fashioning himself in the mask of the movie's villain, Clayface, Karlo assumed the character's name as his new identity and murdered several of the cast and crew before being apprehended by Batman and Robin. Using a substance from a group known as The Mud Pack, Karlo gained the appearance of a massive monster of clay, able to shape-shift into anybody he wishes to.

Putting his acting skills to the ultimate test, Clayface mimics both the personalities and appearances of those he turns into for his own pure amusement and to commit his own signature crimes. Having escaped from Arkham Asylum in the wake of a massive riot caused by the Joker's sick designs, Clayface has not been seen or heard from since Arkham City's construction. However, never one to give up any grand role, Clayface has allowed himself to become a party to an insidious and complex plot of the Joker's creation to condemn all of Gotham to oblivion.


Initially an actor in horror films and renowned impressionist, Basil Karlo went mad when he learned that 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 he was stopped by Batman and Robin.

Later, Karlo joined The Mud Pack, an alliance of shape-changing, mutated villains who had coincidentally used the name Clayface. While that group was defeated, Karlo tricked his allies, injected himself with the essences of several of them, and became a superhuman who was imbued with the abilities to change shape, melt others into protoplasm with a touch, and mimic the powers of heroes or villains that he copied.

Ark mans Clayfacebatman-arkham-asylum-69

Clayface impersonating Aaron Cash at Arkham Asylum.

Batman: Arkham Origins[]

Many posters contained Basil Karlo's performance as an impressionist were seen at Jezebel Center. They suggested that Karlo hadn't turned himself into Clayface at that point.

Between Arkham Origins and Arkham Asylum[]

Karlo's transformation into Clayface and incarceration at Arkham Asylum happened somewhere between the events of that night and The Joker's takeover at Arkham.

Road to Arkham[]

When he was put into Arkham, Karlo portrayed the Joker's form as he did in Batman: Arkham City.

Batman: Arkham Asylum[]

After Batman had recaptured the Joker and brought him back to Arkham Asylum, Joker escaped again (with the help of his girlfriend/henchwoman Harley Quinn and corrupt security guard/part-time henchman Frank Boles) and caused chaos at the asylum with his henchmen and it was revealed that Quinn had kidnapped Arkham Asylum Warden Quincy Sharp.

Batman, while he searched for 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 excess Clayface goo. What appeared to be security guard Aaron Cash was pacing behind the wall, and urging Batman to let him out of the cell. However, after he rescued the Warden in the room above, another man who looked exactly like the Warden appeared in the cell that Cash was in earlier, claimed that the rescued Warden 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 when he was approached. Detective Mode revealed that the shape-shifter had no skeleton, and scanning him revealed him as Karlo/Clayface. His profile could then be read and the Riddler's Riddle: "A case of mistaken identities?" was solved. Clayface commended Batman for discovering his identity, and asked him to keep it a secret, as he had a reputation to keep.


Clayface impersonating Quincy Sharp at Arkham Asylum.

After all but one of the hidden chronicles were found around Arkham, Sharp disappeared from his sanctuary. Once Batman returned to the Penitentiary after he discovered that Sharp left all of the chronicles of The Spirit of Arkham that were originally thought to have been written by Amadeus Arkham, he found that the Warden was gone. Clayface mentioned how the Warden had left in a hurry despite Batman's insistence that he stay hidden, while he impersonated Commissioner Gordon.

Batman: Arkham City[]

Batman: “You weren't even supposed to be in here, Karlo. Why sign up with Joker?
Clayface: “Easy. The role of a lifetime!
―Batman questioning Clayface[src]

Escape from Arkham Asylum[]

Batman eventually stopped the Joker and all his henchmen, and ended the chaos at the asylum. When the rescue teams of the GCPD swept through the ruined Arkham Asylum after the Joker's plans failed, one uninformed guard believed that Warden Sharp was trapped within the same cell that Batman saw and let him out, while in reality, it was simply Clayface who took advantage of the situation and finally escaped. 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. Clayface mimicked several security personnel, left Arkham Island, and fled to an unknown location in Gotham City.

Contract with the Joker[]

Joker and Clayface

The fake Joker and the real Joker character trophy Arkham City.

When Professor Hugo Strange opened Arkham City where notable crime lords such as the Joker, Penguin, and Two-Face were located and were in the middle of a bloody gang war for control, Karlo used the opportunity to enter Arkham City completely undetected. After he assumed 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 Joker, but was quickly convinced to aid him and embroiled himself in the Clown Prince of Crime’s last megalomaniac master plan.

Despite not actually imprisoned in Arkham City, Clayface sided with the Joker for one key reason; to play “the role of a lifetime” and take the persona of Batman after he killed him. At the request of the Joker, Karlo posed as the healthy crazed Clown Prince of Crime and made the clown's henchmen believe that Joker had recovered. That puzzled some of Joker's henchmen as they claimed that they saw an ailing Joker before and were confused of his all-of-a-sudden "recovery". Clayface also willingly carried out the vast amounts of chaos that the actual Joker would have if he was capable. Clayface interacted with Batman on numerous occasions, and countless others including Talia al Ghul, and had managed to fool and suede all within Arkham City into believing that the Joker had made a full recovery. Until it was far too late, Joker and his doppelganger even managed to hide the deadly yet truthful nature of the clowning duo from Hugo Strange, Batman, and for a brief period of time, Harley Quinn.

With Clayface’s vast and nearly unstoppable abilities, the Joker knew he had all but conquered Arkham City. Joker also had Clayface carry out several other tasks besides his impersonation: after he appropriated Black Mask’s base of operations (opening up the Sionis Steel Mill to Joker) and convincing Mr. Freeze to develop a cure for the clown’s growing illness (although Strange had already taken Fries' wife, Nora, hostage by that point), the Joker was almost sure that he was clearing a pathway straight to his salvation and with the spotlight focused on his doppelganger, he knew that he could easily stay hidden in the shadows long enough to see through his final act.

Joker eventually used Clayface to disguise himself as various TYGER personnel to infiltrate their locations and obtain their equipment and even the card keys and codes that were needed to access structures right outside Arkham City's perimeter walls. With those items in his possession, Joker gained access to the Sionis Boat House, just next to his base, where he stored his most valuable weaponry, equipment, and plans; away from the prying eyes of Strange and his TYGER operatives who remained completely ignorant and blissful of the true magnitude of Joker's own operations.

Joker lastly used Clayface to infiltrate Arkham Island, now TYGER's main base of operations, to place dozens of explosives deep within the bowels of the Asylum as part of his alternative plans for Batman and Gotham, as well as to take out TYGER when the time was right to initiate a break out of Arkham City and conquer all of Gotham. With everything in place and his plans completely unnoticed by even Hugo Strange, Batman and TYGER, Joker waits for Batman's inevitable arrival in Arkham City, where their most brutal and psychological battle will play out and will show who will be the true victor and survivor of the brutal battle in which Batman will unknowingly play a huge part in Joker's plans for ultimate rule and violence.

Ambush and Quest for the Cure[]


Clayface in Batman: Arkham City

After Batman broke into the Steel Mill, he defeated some of Joker's henchmen and went to save an unfortunate kidnapped Dr. Stacy Baker. Before he left the Loading Bay, Batman heard from the main office Harley being surprised on seeing Joker being healthy and perfect and questioning if he was the real Joker before she was interrupted by a coughing Joker.

After Batman rescued Dr. Baker and defeated Mister Hammer, he entered the main office where he came across a seemingly dead Joker and a tearful Harley by his side. He was soon ambushed by Clayface-Joker who gassed him from behind while Harley beat Batman senseless with a bat. That act prompted Batman to believe that the Joker was okay until the real Joker stepped from the shadows and revealed that he has sick and needed a missing Mr. Freeze to manufacture the cure. After he knew that Batman would refuse to help him, Joker revealed that he poisoned him and Gotham as well with the Titan Disease, which forced Batman to go on a quest to find Freeze who was kidnapped from the old GCPD Building by Penguin's henchmen.

Batman rescued Freeze and defeated Penguin and his henchmen, however it was revealed that the cure was incomplete because it lacked a specific enzyme. Batman then recognized that enzyme and revealed that it was located in Ra's al Ghul's blood. Batman put a track on one of the League of Assassins assassins and followed her to Wonder City where he then battled Ra's and finally took a sample of his blood. Batman took the blood back to Freeze who made the cure but refused to give it to him unless he saved Nora who was held in a warehouse by Joker's henchmen. Batman was forced to fight Freeze and then went for the cure only to discover that Harley had taken it and left two Joker cards. Before Batman left, Freeze gave him some Freeze Blasts and begged him to find Nora.

After Batman reunited Nora with Freeze, he entered the steel mill where he came across televisions which showed Clayface-Joker pretending to be the real one (unknown to Batman) and asked the inmates to prepare for a breakout from Arkham City. Batman went to the main office and entered another large room where Clayface-Joker was staring at a mirror which strangely reflected a sickly Joker. Batman easily defeated Clayface-Joker, but then Joker's henchmen appeared. Batman was successful in defeating the henchmen but was then trapped under some rubble because of a TYGER helicopter shooting at the steel mill as Protocol 10 was activated. Clayface-Joker took Talia hostage and presumably hid at the Monarch Theatre to await the end of Protocol 10.

Final Performance[]

After Batman stopped Protocol 10 (which resulted in the deaths of both Strange and Ra's), he heard Joker announcing to him that he had Talia as a prisoner and come to the Monarch Theatre. Batman took out Joker's snipers and entered the theater to face Joker who demanded that he give him the cure. Batman, however, was confused as he believed that the Joker had already cured himself. Talia used the confusion as an opportunity to free herself, disarmed the Joker, and stabbed him, much to Batman's shock who believed that it was unnecessary to kill him.

Talia, however defended the act because Batman would have never done it. Talia then revealed that she had taken the real cure from Harley so that she could save him. She also comforted Batman by telling him that it was over. Not long afterwards, did Batman remember something that had been said to him previously by the Joker when he was ambushed by Clayface-Joker, the two different Joker cards left for him after Harley had stolen the cure, the healthy Joker's sickly reflection in the large mirror, and Batman eventually pieced together that Joker had been impersonated the entire time.

The actual Joker, his illness continuing to eat away his flesh, revealed himself and shot Talia dead on the spot after the ruse had been seen through and revealed that "at times like these, it's important to keep up appearances". Clayface then arose and took on his natural form, a hideous, monstrous mass of mud. After Batman questioned why he sided up with Joker, Karlo said that it was because of "the role of a lifetime". Batman was then forced to fight Clayface to retrieve the only remaining vial of the cure. Batman primarily used Freeze's Freeze Blasts to slow Clayface down, although he thawed out when he tried to get the vial out of the hole. Clayface was eventually frozen solid by the explosives, after which Batman took Talia's sword (which was still impaled in Clayface) and cut his frozen body up in pieces.

Clayface was eventually thawed after the Joker blew up the floor of the theater to give Batman a "change of scenery" to "help ease the pain" (which referred to Talia's death). Both Batman and Clayface were brutally thrown into the Lazarus Pit Chamber beneath the Monarch Theatre where their brutal fight continued. Clayface, greatly weakened and unable to retain his natural form outside of a half-melted appearance, resorted to utilizing miniature Clayfaces to attack Batman. After a long and exhausting struggle, Batman was able to freeze Karlo up with his Freeze Blasts and, after he entered him to get the cure, cut Karlo open with Talia's sword, which incapacitated him once and for all. After Batman got out of Karlo, he drank half of the cure and cured himself.

Unshaken by Clayface's defeat, Joker told Batman to stay away and let him enter the Lazarus Pit to gain immortality and become master of the League of Assassins. Angered because of Talia's death and unwilling to let Joker become immortal and kill more innocents, Batman swiftly threw Talia's sword in the Lazarus Pit's controls which caused one of the the pit's generators to collapse and push what was left of Karlo into the pit. Because of Karlo's body matter contaminating the pit's chemicals, a massive explosion was triggered. The resulting explosion destroyed the Lazarus Pit as well as most of the chamber and seemingly killed Karlo.

Batman: Arkham Unhinged[]

During a flashback to when Batman first met Talia and Ra's, Batman briefly hallucinated seeing Clayface and several of his other rogues in a poison-induced dream.

In the issue Operation: Kill Joker, Clayface disguised himself as Deadshot, whom the Penguin hired to kill Joker. After he shared a cell with Deadshot back at Arkham Asylum, Karlo was able to imitate him almost perfectly. The Penguin gave him a collection of weapons, which Clayface-Deadshot then gave to Joker.

While Clayface didn't actually appear in Arkham City Endgame, the web comic that took place after the events of Harley Quinn's Revenge, he was mentioned by the Joker in a posthumous message to Batman, that revealed that Joker had him rig the isolation cell that Batman locked him up inside with dozens of explosives, including his murder book.

Before Batman: Arkham Knight[]

Traces of Clayface were later used in Simon Stagg's Metamorpho Project, with Batman destroying it and keeping samples for study; as well as supplied by the Arkham Knight to Hush, to ensure the latter was virtually indistinguishable from Bruce Wayne as part of their revenge plans against Batman and Wayne, respectively.

Psychological Profile (Dr. Young)[]

Psychological Profile[]

180px-Clayface img

Clayface biography Arkham Asylum.

While his bizarre ability to shape-change opens him up to the obvious-if controversial-diagnosis of multiple personality disorder, Karlo seems instead to be suffering from borderline personality disorder, with a special emphasis on identity disturbance. He is difficult to pin down on any subject, and defends his wild changes in affect as evidence of his dramatic abilities, which he considers to be wildly underrated. Rarely does he take his own shape, but frequently mimics me when I attempt to interview him.

Additional notes

His identity is at risk of splintering, due to the growing frequency of his adopting the identities of others to the exclusion of taking on his own.

I find his imitation of me to be especially unflattering; I am most certainly not the bitter, calculating academic he attempts to portray me as.


Psychological profile by Dr. Hugo Strange[]

Horror film icon Basil Karlo went mad when he uncovered plans for his most classic film 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 and injected himself with experimental compounds that transformed him into a mass of living clay who can alter his composition to mimic anything... or anyone.


  • Can change his physical form, adopting the appearance of nearly anyone
  • His malleable physical form makes him extremely difficult to injure or contain
  • His touch can be poisonous

Game Over Lines[]


Batman Arkham City - Game Over Clayface

Clayface's Game Over Screens in Arkham City.


  • "Aren't you supposed to be up on your feet and trying to stop me?"
  • "Oh, Bats! If you only knew what I have planned! You'd just die!"
  • "Get up, Bats! Hey, you ain't looking so good!"


  • "It was the performance of a lifetime!"
  • "Next, I will become YOU, Batman!"



  • The mannequin and handprints in Clayface's cell were a reference to Preston Payne, who was 'married' to a mannequin that he referred to as 'Helena'.
  • Clayface only congratulated Batman for discovering who he was if he was disguised as Sharp or Cash; as Gordon, he only laughed mockingly.
  • Karlo's name appeared on Joker's Party list, that indicated that Joker had intended for Harley to let him out of his cell and join his army in assaulting Gotham once he infused enough of his men with Titan and killed Batman. That also foreshadowed Karlo's role in Joker's next scheme as the pair seemed to be on good terms.
  • The method described as how Karlo gained his powers seemed to be yet another reference to The Batman where Basil Karlo gained his superpowers by ingesting a chemical compound that was stolen from Wayne Enterprises.
  • If Clayface was viewed in Detective Mode, no bones were present and only his shape was visible. His status heavily explained that it's Clayface. The BPM was " ??? " and the feelings or whatsoever was " unknown ".
  • In Arkham City, if Batman used Detective Mode during his battle with Joker at the Steel Mill, Joker had no bones, which foreshadowed the reveal of Clayface.
  • In Arkham City another clue that Clayface impersonated Joker(this only observant players will notice) was everytime Joker-Clayface talked to Batman always called him "Batman" but never "Bats" while the real Joker calls Batman "Bats" most of the times.
  • The movie that was showing at the Monarch Theatre was "The Terror", an old movie that Karlo had starred in, which hinted his appearance in the game. The poster for that movie could be scanned to solve one of the Riddler's Riddles.
  • It was hinted in Batman: Arkham Asylum that Clayface and the Joker had a partnership due to the Party list having a smiley face next to Clayface's name.
  • When Batman returned to the Steel Mill to get the cure during the video of Clayface-Joker claiming that he's the Joker and that he was cured, some nearby coughing could be heard. That was the real Joker who filmed Clayface.
  • Occasionally, when defeated by Clayface, one of his game over messages as Clayface-Joker would play instead of his regular messages.
  • Like Deadshot, Clayface entered Arkham City under the orders of a major villain (Deadshot on Strange's orders while Clayface on Joker's orders) to complete several tasks for him, despite not originally imprisoned in Arkham City.
  • In the Batman: Arkham Knight Demo, there was a billboard with a photo of Clayface.