MAR 2006 - #40
created by Bob Kane and Bill Finger
Batman logo
Clay
by Luke Morris
PG

The grand gala of Gotham. Celebrities, politicians and those whose celebrity came from their fame and their fame from their celebrity like the infamous playboy Bruce Wayne were gathered in Gotham Hall. Debutantes and gigolos chatted about parties and made arrangements, police officials and city councilmen discussed the crime rate and what was to be done about it, they cut deals and ate plates filled with Greek specialties. Whispers and murmured gossip echoed as Bruce Wayne and his bodyguard, who many had incorrectly suspected to be the Batman, walked through the doors.

"Big crowd," Jean Paul Valley said.

"Yes," Bruce agreed. "Diana usually packs the house."

"She's that good?"

"She's better."

Reporters and lush young socialites flocked to Bruce's arms, screaming his name in desperate vies for attention, as he walked the length of the room to he and Valley's table and the bodyguard blocked cameras and curtly brushed away the more abrasive of Bruce's admirers. The multimillionaire smiled and kissed hands as he made his way to his seat. For now the world's collective eye had turned it's attention to him but, thankfully, soon they would be distracted once again by someone more important, more radiant, certainly more beautiful. Soon the ambassador of Themyscira, Princess Diana, would mount the podium and make her address. It would be nice to have the cameras off of himself for once.


They were gone. The fans, the would be lovers, the starlets who made the cameras flash when they latched onto your arm and kissed your cheek. All of it gone as quickly as it had come to him. Basil Karlo was alone and that was the way it was always going to be now that he was . . . What was it? Clayface. Yes, that was it. You could take the boy out of the theater, out of the race even, but you couldn't take the theater out of the boy. Such a silly name, "Clayface", but one that so many unfortunate souls like himself had taken as their own, many of them forgotten legends like himself. Matt Hagen, Preston Payne. Hacks, both of them. They deserved this.

Karlo shambled, that was all he was able to do any more, through the park, hidden from the entreating lights of street lamps and passing cars by the sweet darkness of the trees. The earth's trees. Soon he would own them. The whole world would pay for forgetting him, for making him into a monster. His stomach, if the mass of gurgling clay could be called that, squelched. He moved his head down to look at it. The melted face of Preston Payne formed an abstract of itself and made to scream only to find that it no longer existed outside of his body. Karlo laughed, the bellowing geyser sound that he called a laugh, then contracted his stomach and Payne was gone. They were both going to be a part of the cause now. He was creating the ultimate Clayface and with their combined energies he would rule this worthless town then the rest of the world.

A stream of sickly brown mud leaked from what was once Basil Karlo as he exited the darkened forest and risked the street, crossing over to the abandoned hotel in the dregs of Gotham City where Matt Hagen had taken up refuge. Hagen was good, he had seen the news feeds of his battles with Batman and the others. Anger was a strong fuel, rage even more so. They were different things. Much different. Karlo knew them both intimately. Hagen was good, angry and strong, but he wouldn't stand a chance. He would become a part of Karlo the way Preston had before him. There would be no stopping the ultimate Clayface. And so the theatrics continued.


"Commissioner," Bruce Wayne said as he extended his hand to the older gentlemen sitting at the table next to his seat.

"Bruce," James Gordon said with a smile, shaking his hand. "How've you been?"

"Good, good."

"Who's this young man?" Gordon asked, his eyes on Valley.

"This is Mr. Valley. My bodyguard."

"Bodyguard? You're not in any danger are you, Bruce?"

"No, and I think with him around I won't have to worry about it."

Jean Paul shook the Commissioner's hand and bit his tongue to keep himself from laughing. Bruce, ever the professional, had apparently long ago lost all sense of humor in this situation. He would have to learn to do the same in the near future if he wanted to have any kind of career as the Batman.

"Barbara," Bruce said, kissing the pretty brunette's hand.

"Hello, Mr. Wayne."

He smiled at her as he sat down next to her father but he still felt more than a little guilty about what he had done to her.* She turned her attention back to the stage as she awaited Princess Diana, allowing him the opportunity to steal a glimpse at her feet where she had shattered the coffee mug not a week before. There were scars running below the straps of her sandals, deep cuts that would fade but never truly leave. He had enough of them to know. He wanted to apologize but knew very well that there would never be a time. If she was going to be a part of his enterprise, even though she didn't admit to it, there would be many more with those came from permanently marking her supple young body. A shame.

*(#36)

"Gentlemen," a waiter dressed in a black vest and red tie said as he came to Bruce and Valley's table. "Would either of you like anything to drink?"

"Coffee," Bruce said. "Black."

"Very good sir. How about yourself?"

"Uh . . . Coffee," Valley said, though he really wanted something a bit stronger.

The waiter jotted this down then hurried away.

"So how does this work, Bruce?" Valley whispered. Bruce turned his head towards him. "I've never been to anything like this. Do we serve ourselves? Is there a menu?"

"It's all prearranged. Everyone gets the same thing."

"Ah," Valley said. "I hope they have gyros. I really like gyros."

"Loosen up, Paul," Bruce whispered. "You're too nervous. No wonder everyone thinks you're hiding something."

Valley glanced at him from beneath his shades. "That I'm Batman?"

"Yes," Bruce said without feeling as he turned to talk with Gordon.

Valley smiled. "I'm Batman."


"I'm comin'," Matt Hagen growled in response to the knock at his door. It had taken her damn well long enough. He wasn't quite ready just yet. He stood in front of the bathroom mirror sculpting his jaw line with his thumb then glanced over himself. Everything looked to be in place. It was harder to keep control now.

Karlo had caught the young girl, a prostitute no doubt, on the way to Hagen's room. He could feel the reverberations of Hagen even from outside. He approached her wearing her face and the young woman screamed then he extended his hand and filled her lungs with his form. She was dead before she ever hit the ground. Flesh.

Hagen came to the door a moment later, he couldn't see the real girl from his peep hole and he knew better than to open the door directly. That could lead to being a sneak attack. The police, Batman . . . Anyone could be outside of his room. He looked and saw the girl, the one he had ordered, and smiled. He opened the door to her and his smile died away as her face began to melt before his eyes.

"Hello, Hagen," she said, her voice deepening to a growl. "It's nice to finally meet my understudy."

The hooker's face and body shredded away, replaced by the horrible muck form of the gigantic Karlo/Preston Payne composite. Hagen tried to shut the door as he backed across his ramshackle room, taking on his own clay form as he went. He would show this intruder what screwing with him got. He formed a mace with his hand and launched it at Karlo as the monster shifted through the silicate doorway. The monster smiled, a horrible gaping maw, as he sucked Hagen's clay arm into his being.

"AAAGH!" Hagen screamed, not aware that he could be hurt like that. He pulled back less clay than he had thrown. Like having his arm cut off.

"I've come for you Hagen," Karlo said. "I want you to join me."

"Who the hell are you?!"

"My name was Basil Karlo. Many years ago I was a star just like yourself. Now I'm the ultimate Clayface."

"You sound like a pompous ass."

"Yes, I do love the theatrics of it all."

Hagen attacked, regrouped and attacked again. Each time losing more of his body into Karlo. Finally he was shrunken to half his original size and tried to escape. He didn't get far before Karlo stretched out his mouth and engulfed him. At last, after losing everything and becoming a monster, Hagen knew what Hell was.

The knowledge Hagen had, much like Payne before him, became Karlo's. There was a gala tonight that Hagen had heard of on the news. Wonder Woman was speaking about her peace and women's rights claptrap. Karlo could have cared less but Hagen knew her secret. A secret she would have surely have hated for Karlo to learn. She wasn't flesh. She was clay. A woman to complete the circle. Not just any woman, either. It would be nice to have a bride. A slave.


Princess Diana stepped on stage to an uproarious clamor of applause and cheers. She wore a purple dress cut high above the knee, her long black hair held back by an tiara similar to the one she wore in combat but not the same, and white sandals whose straps ran up to an inch below her knees. Jean Paul Valley was impressed.

"You work with her?" he whispered to Bruce Wayne.

"Yes," he hissed. "Why don't you just announce it to the world, Paul?"

"Sorry."

Bruce shook his head then went back to clapping as she approached the podium and held up her arms for the applause to stop.

"Hey," Valley said in Bruce's ear. "I thought she was an Amazon."

"She is."

"She doesn't look Greek. At least not like any of the Greeks I've dated."

"What do you mean?"

"She's clean."

"Eat your dinner, Paul."

"Yes, sir," Valley said in mock embarrassment.

"Good evening," Princess Diana said. "Welcome, ladies and gentleman. I'm glad you all could come. Proceeds from your contributions tonight will be going to Amnesty International."

"Nice way to start a speech," Valley said.

"She's a diplomat, Paul, she knows how to win over a crowd."

"Mm."

"Tonight," Diana continued. "I want to speak to you about domestic violence and its relation to world peace. I don't believe that Mankind can learn to live together in harmony until they have learned to live peacefully at home."

"Good point," Barbara Gordon said.

"What do you know about peace, Warrior Princess?" a voice said from the back of the hall. Everyone in attendance turned to see a nondescript man standing in front of the door.

"Paul," Bruce whispered.

"Yeah."

"You have your gear?"

"Yeah."

"Good. We may be needed here."

"Excuse me?" Princess Diana said amicably.

"You're a rough girl, Di," Karlo, who was finding Matt Hagen's personality a bit overbearing, said. "You preach about peace and harmony but you like it rough."

"My name is Diana. And I would appreciate it if you would address me with some respect."

Two guards came up behind the man, reaching for his arms. The man looked at them with little interest then shot out his arms beyond human capacity and broke both of their necks. The people in attendance began to scream. Bruce and Valley both began to look for an out, as did Barbara Gordon behind them.

"Stop this!" Diana screamed, lunging off the stage. "Who do you think you are?!"

The man's jacket and hat exploded off of him as he grew to a massive height, dwarfing the Amazon. Bruce and Valley slipped out, Barbara followed their lead but in the opposite direction.

"I am God," Karlo said. "And you are my bride."

Diana screamed as Karlo reached a massive hand into her chest and her body exploded with boils and lesions. Her eyes bulged as he pumped her full of himself. Her body began to shift and melt as her legs fell away beneath her. All around people screamed, cried or tried to run. They were all going to die tonight. Commissioner Gordon, having lost his daughter in the confusion, began ordering the guards in attendance to shoot to kill at the monstrosity mutilating Princess Diana.

The guards fired and Karlo roared. The blood of everyone in the building was on their hands as he and his monstrous bride who had once been Princess Diana attacked the audience. Diana slammed massive fists down on tables, shattering wood and glass in every direction as Karlo blocked the exits. She couldn't think straight. Her mind was gone, replaced by Karlo's will.

Overhead the skylight shattered. A caped figure and a man in black dived down towards the clay monsters. "Batman!" A woman screamed. People cheered amidst their terror as Karlo turned his attention to his enemy.

"Kill him!" he roared to Diana, who was now just a part of his own body. She complied, having no will to do anything else, as Batman landed on her back.

"Diana! Stop! We'll get you free!" He yelled into what was left of her ears. She turned and roared then spit out a fraction of she and Karlo's body and sent Batman flying back to the stage.

Azrael, knowing he didn't stand a chance against Karlo and Wonder Woman, turned his aide to Gordon and the police as they tried to get innocent bystanders out of the flood of thick clay threatening to drown them all.

"Move!" he yelled enraged as he tried to shred his way through Karlo's body.

A purple clad hand stuck out of the clay, the fingers desperately clinging to the air for help. Azrael grabbed it and jerked. Batwoman, her costume, hair and face drenched in thick mud popped out with a small child in her arms.

"Who are you?" she asked.

"Azrael. A friend of Batman's."

"This boy needs help. Do you know CPR?"

"No. We better get him outside."


Diana screamed as she hurled her body at Batman and splattered against the floor when he rolled out of the way. She reformed a moment later and hurled her sickle shaped hand at him. He ducked then tossed a small explosive from his utility belt at her. Her arm and a part of her torso exploded but reformed before his eyes.

"Damn," he said, wishing he had back up.

He kicked her and his foot sank into her face before he was grabbed by Karlo and spun around by his cape. Karlo screamed but Batman couldn't hear what he said as he slammed Batman back down on the floorboards.

"Hey!" Azrael screamed from what he hoped was behind Karlo.

Karlo turned to look at him disinterested then sprayed him with boiling clay and the black clad man fell to his knees screaming.

"Batman," Karlo gurgled. "How do you like my bride?"

"You're sick, Hagen," Batman said.

"I'm not Hagen!" Karlo yelled, smashing a fist against Batman and knocking the wind from his body. "I'm Clayface!"

Batman coughed but didn't answer as the enraged, disfigured Wonder Woman charged him again. He had to move. Steeling himself he put his arms over his face and rolled into her stomach, hoping he wouldn't drown inside of her. This was his only chance if he was going to stay alive.

"Hagen is a part of me," Karlo explained as Batman dived through Wonder Woman, having very little interest in how the Bat died so long as he did. "So is Payne."

"You're Karlo?" Batman said as he slid across the floor behind Wonder Woman who was quickly being reassembled and turned back on him.

"No, you fool. I'm Clayface. The ultimate Clayface. Payne, Hagen, and Karlo are all a part of me and now, so is the lovely Princess."

A composite. Batman scanned Wonder Woman's ruined body. There it was. Her lasso. If he could get to it, assuming that she and Karlo were now one in the same, he might have a chance. Even if it didn't stop Karlo it would take his puppet out of the equation and get Wonder Woman on his side. They might stand a chance then.

He let fly several batarangs that lodged themselves in Diana's breasts and face then were taken into her body without a second thought as she raced towards him. He leaped out of her way as two hammer fists shattered the stage where he had been. She came at him again and he cut her legs out from under her. They quickly grew again and she kept coming. He had to get out of Karlo's sight or he would see what he was doing (or planning to do) and put a stop to it. He ran backstage and Wonder Woman followed him. She stopped as the darkness stole her sight. She couldn't think straight and now she couldn't see. That was fine. She could still wreck the place. Her raging fists, powered by Karlo's shape shifting ability, tore everything around her to pieces as Batman snuck up behind her. He grabbed the lasso and she felt him. A fist to the face and he flew back out in front of Karlo.

"What are you doing?!" Karlo screamed, his face fifteen times the size of Batman's as he obscured the view of the people drowning in his body in the audience. He had one chance at this. Wonder Woman charged at him again, her body splashing behind her as she came, and he tossed the lasso. It wrapped around her and he pulled it taut before Karlo could phase her through it.

"Don't move," he said. Diana stopped wrestling and Karlo's face froze, the people in the audience were trapped like mosquitoes in amber. "Diana. I want to speak to Diana."

Her eyes flickered.

"You're a part of Karlo now. You have his power. I command you to take him into your body," Batman said, he hated it but this way he could ensure that Karlo, Payne and Hagen would all be in captivity for ever within the ageless Amazon.

Diana groaned as her body reformed itself in her old image then began to expand and bulge as she drew Karlo into herself. Batman grimaced and wondered if he had done the right thing as her body was wracked with growths and bulbous mounds from storing the massive body of Karlo. She collapsed onto barely visible knees.

"Diana . . . ?"

She looked at her hands and stubby fingers. "What happened?"

"Clayface."

"What did you do?"

"He's in you. I'm sorry . . . There was no other way."

Diana looked at her obese body. "It doesn't matter. It doesn't change anything."

Batman didn't say anything as he watched Batwoman and Azrael come back in through the exits where people were pouring outside.

"Princess . . . ?" Batwoman whispered. Diana looked up at her.

"Wow," Azrael said.

"I didn't . . . I didn't kill anyone did I? Didn't hurt anyone?"

"No," Batman said. "You were pretty intent on me."

"Oh. I'm sorry, Batman."

He waved it off. "I'm sorry about . . . this."

"I can be remade. They can rebuild me."

"Who?" Azrael said.

"The gods," Diana replied. "The gods."


"Do you think she'll do it?" Valley asked as he and Bruce Wayne crawled into the limo.

"Do what?"

"Get herself back in shape."

"She may. I don't think she cares."

"Her mind's more important, right?"

"With Diana, yes. It doesn't change how she can change people's lives . . . Change them."

"Like clay?" Valley asked, liking his own joke.

"You and Karlo would have gotten along well."


Next issue: The Angels.