“Rocks and minerals: the oldest storytellers.” -A.D. Posey

Basil Karlo, the ultimate Clayface.

Flint Marko, the sinister Sandman.

Being a criminal means not getting caught, to steal in the night but walk during the day as someone else and continue to go unseen.. But for these two, they take being someone else to the next level. After exposure to the gradation of sand and clay, these two malleable shapeshifters became some of the strongest and most dangerous enemies that Gotham or New York City have ever seen, capable of towering over buildings, imitating their enemies, growing multiple limbs, and became some of the most dangerous enemies to Batman and Spider-Man. Along the way however, they really did become someone else, finding redemption in being a hero when given a chance to do the right thing, becoming a part of the Gotham Knights and Avengers, proving that not just their appearances can be changed, but their hearts as well. But what happens when you mix together clay and sand? It’ll create a dense soil Will Clayface walk over the Marko Beach, or will Sandman send Clayface back into the Earth where he belongs? Only one can win this make-shift DEATH BATTLE!

Before We Start…

Sandman is pretty easy as far as what we will include goes, and his entire Earth-616 history will be accounted for. For Clayface, we will be using Basil Karlo, as he is the most mainstream and consistent version of Clayface in the comics. We will be taking into account his character and history as far back as his more human origins, as they did not change even after Crisis on Infinite Earths, but to avoid using repeat feats for why the histories are merged anyways, heres Clayface in disguise saying the Justice League’s early adventures are often debated, as a nod to the various reboots in DC continuity, thus all of Pre/Post-Flashpoint will be used. Boom. Unique!

Background

Clayface

The show must go on as they say, and it doesn’t wait for anyone. The famous and classic horror film of Dread Castle was set to be remastered, and to Basil Karlo, something was missing; himself. He was the star of the original movie, and felt as if it was his right to be on the advising staff for the new set of actors, but no one reached out to him. So he decided that if he couldn’t be the star, then no one could. He set out to kill all the actors on set, donning a mask made of clay to conceal his identity, starting the legend of Clayface. And then, he started killing the actors one by one in the way they were supposed to die in the films, and in sequential order. But he was stopped by the dynamic duo, the Batman and Robin, and went to prison shortly. But that would not be the end of Clayface, finding escape after his prison ambulance went down a cliff. He once again donned the mask of clay and had a new target; Julie Madison, upcoming actor and the fiancee of Bruce Wayne. But once again, he was stopped by Batman and Robin. Something had to change.

While in prison, it came to his attention that there were multiple Clayfaces that exist, as one of them, Sondra Fuller came to visit him in prison out of curiosity. Karlo used this to his advantage, and suggested a partnership with all the Clayfaces, creating a new group of super-villains called the Mud Pack. Lady Clayface broke Prestone Payne, Clayface III out of Arkham Asylum, while Basil would try to recover the remains of Clayface II, Matt Hagen. Together, the Mud Pack launched their assault on the Batman, and went as planned; overpowering the Caped Crusader, allowing Karlo to enact the next part of his plan, as he had done so years ago; the betrayal. He double-crossed the other two Clayfaces, having taken their blood samples without them knowing, imbuing Basil with both of their unique powers to become the ultimate Clayface, setting a precedent as one of Batman’s physically mightiest foes. Although his new powers made him a terrifying foe to face, Batman and the Looker, a member of the Outsiders, would prove to be his downfall, melting him into the ground and sending him into the Earth’s core where he belonged. But that wouldn’t be the last we had seen of Clayface…

With the many continuities DC has presented, there are lots of tales told of the adventures of Clayface. Because of Clayface’s ability to be anyone at any point, it was no surprise that a force of nature with his kind of powers would venture beyond Gotham City, ranging from becoming a member of the Secret Society of Super-Villains, to going into space to fight against Morgaine le Fey. Even within Gotham, Clayface seemed to be in and out of prison depending on where he was needed due to being a powerful asset. But under all of that thick mud substance, was still Basil Karlo, an actor and formerly a star. He was something. He was someone. One of his escapes from Arkham acted as a turning point for him in his adventures, as instead of breaking free and wreaking havoc on Gotham, he went to the movies to see the re-release of “The Metamorphosis”, starring…Basil Karlo. When Batman and Batwoman came upon him, Batman saw no difference between the man on the screen and the man watching it. He believed that he could change his life around if given the chance. Thus, his criminal ways were foregone and joined up with Batman’s new crime fighting team, the Gotham Knights. Even after his apparent “death” and resurfacing, Karlo remembered the chance he was given by Batman and gave the same chance to others, helping other Gotham criminals like him like Killer Croc or Firefly atone for their past and really make a difference, by taking down the Peacekeeper drones that were trying to take Gotham by hand. Though his life had been taken away, it seems that Karlo made it to the top anyways, as the star of his own movie, written and directed by Clayface…

…Until Dark Crisis completely forgot about any of this by having Clayface try to steal a Motherbox from the Hall of Justice. Thanks DC.

Sandman

From his earliest points in life, William Baker was determined to make something of himself that would last. Born to Floyd Baker and his wife (unnamed), Mrs. Baker was forced to raise young William all on his own due to his father leaving when he was just an infant. His most fond childhood memories he could recall were being taken to the beach, where he quickly found a love for building sand castles. His love for making things by hand would carry over to his academics, enrolling in art classes in hopes of making art projects that would woo the ladies. His biggest crush however was his teacher Miss Flint, who got engaged to a stockbroker, which convinced the young Baker that the way to win over a girl’s heart is with money rather than charm. But it wasn’t easy with him also being picked on by a school bully named Vic, and on the same day his teacher got married, Vic trashed William’s hard work and art, and he went home that day not telling anyone what happened, determined to look after himself. The next time Vic and his goons attacked William, he fought back and gave them a beating of their own. Although he got in trouble, the bullies were now afraid of him, and the ladies had noticed his will to fight back, and William felt joy, and that this would be something he made of himself, but to others around him, he became a bigger bully, taking over Vic’s gang and giving himself a tougher sounding name known as Flint Marko. It wasn’t long before his antics began to catch up to him, from assaulting his coach, racking up gambling debts, and even committing petty crimes with Vic, it wasn’t long before Flint landed himself in prison…the same one as his father.

When he was seemingly out of prison, Flint’s life wasn’t really the same. He came back to his old bully and cheerleader girlfriend Marcy having an affair, causing Flint to beat up Vic and go on another crime spree that got him caught once again and in prison. This time however, he was sent to a prison at the very remote Stryker’s Island, but Flint broke out again, this time with a manhunt led by himself. Though the accounts tend to vary, he was running away from the authorities when he was exposed to radiation nearby of a nuclear bomb testing site, and when he hid in a cave, his radioactive body began to interact with the sand on the ground, turning Marko into a being composed of sand. But he was still a wanted man, and fled to New York City under the new criminal name of the Sandman. And his criminal spree seemed to have just begun. But in its way was a hero known as the Amazing Spider-Man, and the two battled it out, and Sandman came close to nearly ripping the mask that concealed the identity of Peter Parker. But as iconic as their first battle was, it was equally iconic when the Sandman was defeated by…Spider-Man using a vacuum cleaner to leave for the authorities to pick up, once again sending him to prison with his father. The father and son pair would face Spider-Man again, this time falling to mother nature as the rain came down and the lightning struck, and both Spider-Man and his father left the little puddle that was Flint Marko.

His life of crime was one full of opportunities, taking on many forms over the years and being caught up in various villainous groups, most memorably being a founding member of the Sinister Six, joining some of Spider-Man’s most long time foes such as Doctor Octopus, Electro, and Kraven the Hunter as a way to stand against the Spider-Man, and in their outings have been on many criminal adventures, like defeating the Avengers Academy and Intelligencia. But under that sand hide of his, Marko was still someone who wanted to make something of his life, rather than just being a petty criminal. The opportunity of his redemption came in a very bizarre way, being pit against Spider-Man once again while he was under the influence of Calculus, a Young God who unleashed a cannibalistic swarm and the Outlaws against the Avengers. After breaking free of the Space Phantom’s control, both teams decided to put aside their differences, even with Spider-Man specifically, to figure out how to stop the killer swarm, putting a stop to it and surprisingly leaving on good terms with the heroes. To many people’s surprise, Sandman was actually elected a probationary Avenger on standby by Captain America, going on to be a hero in many endeavors, like stopping Doombots, or even when not on the Avengers, saving lives from a burning building like a hero would. With all his powers and abilities, ultimately Marko was able to make something of himself, able to stand tall when the waves of uncertainty crashed against the shore of the Sandman…

…Until the Wizard brought back his evil personality using an ID machine and he became a villain again. Thanks Marvel.

Experience & Skill

Clayface

Before becoming Clayface, Basil Karlo was a master actor and disguises, and it is reflected in his shapeshifting abilities whenever he turns into someone, being able to fool even the smartest of characters, from humans to aliens such as Superman, fooling him with his Wonder Woman disguise. His skills carried over to his plan in becoming Clayface in the first place, orchestrating the meet up of all the other Clayfaces to form an alliance called the Mud Pack, despite being powerless and in jail, before he double-crossed them all via taking their blood samples without their knowledge, becoming the ultimate Clayface. Clayface himself however isn’t as intelligent, due to his clay physiology making his memories fuzzier, making him more murderous and animalistic the longer he acts as Clayface, but his time with Batman and the Gotham Knights helped train his mind to prevent this.

In terms of skill and experience, Clayface is surprisingly quite the fighter. He’s taken up training with Batman, now knowing Kung Fu and being able to more precisely control his bodies to also throw hands like himself. He’s picked up quite some techniques, like being able to pull a Batman and disappear from Catwoman despite being right behind her and he matched Batgirl in hand to hand after morphing into her. His skills in acting and deception have also seemed to have returned, as he was able to help Catwoman frame Detective Kollak for her kidnapping by disguising himself as multiple people. But Clayface does have one issue: he's too reliant on abilities and he doesn't have much prowess in hand to hand. But he has started getting better with training in fighting robots.

Sandman

Sandman is self-taught in some forms in science, thus has a great deal of experience and knowledge in how to use his sand physiology in advantages, designing his own costume to help him learn how and master his sandy abilities and uses his suit to mix chemicals to create an oil slick out of his sand. This often leads people to believe that Marko is an idiot when in reality, he is quite intelligent in using his sand abilities in ways that rely more on thinking and understanding, especially against the opponent. He can disassemble a Doombot with understanding of how it works, and even defuse a bomb. He’s also taken it upon himself to train how to lip-synch, using a recorder to play over his mouth while he is disguised as someone. He’s also at times managed to be surprisingly stealthy, being able to sneak up on Hawkeye.

Sandman as a fighter has known basic street fighting since his high school days, on account of his numerous scraps he has gotten himself into, but eventually he would also undergo training in hand-to-hand combat. During his time as an Avenger, Sandman would participate in the rigorous training under Captain America, sparring with fellow superhumans and learning how to use his sand in ways he hasn’t before, and would even be a trainer himself to the Wild Pack recruits and the Rhino. However, he can struggle against particularly skilled enemies, such as when the Human Torch easily overpowered Sandman, throwing him around and stating to be superior in skill via his fighting lessons from Thing and karate/judo lessons from Reed

Equipment

Clayface

He has no need for a weapon. He IS the weapon.

Sandman

Suit

Made by the Wizard and tricked out with stolen equipment from Mr. Fantastic, Sandman with some chemical mixtures made it a suit meant to enhance his sand abilities. The suit comes equipped with a slippery oil/sand hybrid, an adhesive that lets him walk on walls, and the option to solidify himself into a brick wall.

Abilities

Clayface

Clay Physiology

Clayface is made of a chemically altered, thick mud-like material, making his body malleable and can be controlled in a variety of ways, such as Clayface using clay as projectiles, launching globs of clay to restrain people or capturing his enemies with a clay web. The same clay that’s strong enough to hold Ivy down, with her stating she can’t break free from it, and neither could Batman. The Flash also said that the clay was preventing him from vibrating through it or shaking it off with his speed. Basil loves using this clay for suffocation, he loves doing that-, like, really, though at times he doesn’t (poor guy). He's also capable of telekinetically controlling, moving and morphing his clay however he likes even when it isn’t attached to his body He can cut himself into pieces and morph back together for a sneak or surprise attack. And with his unique body he can fully negate fall damage of others by wrapping them in himself.

Clayface’s physiology is very unique, with Geo-Force noting that Clayface is made up of montmorillonite clay, a clay with amazing healing properties, and that his type of clay is from the smectite family, which is able to absorb properties at a greater rate. Firestorm also detected him as radioactive protoplasma. His clay is also made out of nutrients and can somehow give people air to keep them alive inside of him. His blood is also similar to that of Preston Pain, who's blood is more like a mineral virus than real blood. His body is also sparse of any human material. Clayface is also completely fine being out in space, he was even fine after getting launched into outer space by Mary Marvel.

Unfortunately, being made of clay doesn’t always come with some great perks, you see, when Basil goes into his clay form, his mind becomes elastic, his memories gets a little funky making him unable to remember past events of what happened and his moral dilemma disintegrates, making him unable to tell from right or wrong, like an animal, he just does what he wants and gets what he means, no matter who’s in his way. Due to this the longer he stays in his form the more dangerous he becomes, the more likely he is to murder people.

Imitation

Being an actor at heart, Clayface can change into pretty much anything, including other people, often using them as aliases or disguises, blending in with the crowd until the time is right to strike. He’s disguised himself as Batman (or Bruce Wayne), Barbara Gordon, Batwoman, the Joker, the Penguin, Solomon Grundy, Lucius Fox, Midnight or Jim Gordon. His mimicry of people is strong enough that even Wonder Woman was fooled by his disguise as Superman until Clayface revealed himself, same goes with Power Girl getting fooled when Clayface imitated Wild Cat. Not only is Clayface quick with his imitations, he’s also nasty with them, completely transforming himself into Natalya to distract Batman mid punch. He kinda has a thing of using imitations to torment Batman.

He was able to impersonate nine of the victims killed by his own hand, like Beatrice Hess, Rebecca Desalia, Ali Keshai, David Stellis, Jameesha Monroe, Paul Baldurra, Max Taylor and Harry Silverman, he was also able to become a bunch of random civilians in seconds. Sometimes he has disguised himself as objects as well, like a statue, a fan,a wall, a fireplace, an entire room or a good chunk of the city to blend in. He can even turn himself into different animals like a bull.

What makes his imitations horrifying is that he copies the person he imitates perfectly down to the genetic level. Making even Batman’s computer see Clayface as the person he disguises as, even analyzing it several times with 100% certainty. Which is likely why he could mimic Bruce Wayne’s voice to neutralize his own Bat-Bots. He has also shown to perfectly mimic Nightwing voice, and he used this to completely fuck with Batman for a while when he was acting like Jason Todd. Speaking of Jason, when he mimics someone, he doesn’t just look and sound like them, he also fights like them and gains their powers and skills! As not only was he able to mess with Batman while he was imposing as Jason, he was also able to fight equally with him and hurt him. And also another thing to note Clayface can give others his clay to impersonate whatever he wants.

Shapeshifting

Clayface can turn his body into a weapon, or multiple weapons at that. This leads to him being able to form weapons from his body such as fists, hammers, spears, hooks, chainsaws, clamps, spikes, chainsaws, shields, clubs, mallets, nets, or even a mech suit for Batman to wear. He’s also able to stretch his limbs out incredibly far, and also make multiple limbs. He’s even able to turn into animals with his abilities like Eagles. He can turn into non offensive items as well like suits of armor, fans, crowbars. Clayface can trap parasites Inside clay things and are able to hold them.

Density Control

Clayface’s body is also extremely malleable, capable of controlling his density to either be pretty much a liquid or as hard as a brick wall, and in most cases it is used to parry damage or escape in a way that lets him leave the scene entirely. He can become loose enough to fit right into holes in a wall, slip through a door, pass through a net, flow out of an energy cage, pass through a ventilation system and metal gates, and escape any prison that isn’t entirely airtight. He can also turn his body rock solid, primarily to form weapons from his hands or shrug off heavier attacks like punches or bullets. He can also use this power offensively such as turning himself into a massive flood of mud to drown his victims, use it to trap creatures inside of him by hardening himself, grow hard spikes on his back or generate huge ones across the ground, capable of trapping the Batmobile. His favorite use of his density control is shooting out a piece of clay from himself at his opponent and then hardening it, making them completely stuck and unable to move or do anything, just like what he did with Ivy.

Duplication

Clayface has shown to be capable of making copies of himself, his clones are so precise they’re capable of doing the same thing he can do. He’s capable of duplicating into at least ten different bodies which the Bat Family put to good use for helping guide hundreds of civilians to safety. It’s worth noting that Clayface says that he’ll lose himself a few hours in with how many duplicates of himself he made and later on says that it was hard for him to think between them. However this issue seemingly faded as he was fine when he duplicated himself to fight some ninjas and when he used a bunch of duplicates to fight the justice league. He also absorbed all the clay from the mud room, a room made from Basil’s own material, the same mud room that could create hundreds upon hundreds of joker clones made out of clayface’s clay. There were so many to the point it overwhelmed the bat family and could potentially hurt them. He’s also smart with his copies, tricking Batman into fighting a lifeless husk instead of the real Clayface. He also used both his shapeshifting and duplication to get the jump on Batwing and Azrael.

Regeneration

Clayface’s malleable body allows him to come back from physical damage that should crush him, kill him, or just in general obliterate his body. He can regenerate from slashing, stabbing, ax to the face, shooting, getting decapitated, getting crushed, getting blasted, people blasting through the chest, exploded by a rocket, Robin dropping a charge on him, getting exploded from the inside, getting superheated by Superman and then shattered, getting blown up by a grenade, blown up by Batman, or even getting his core super heated with to 1,000 degree Fahrenheit and his cellular structure undermined he was still able to reform (as shown above). He can be frozen solid and regen from it instantly. He was somehow even able to come back from being completely destabilized molecularly, which made it so that he wasn’t able to put himself back together or control his clay, effectively killing for good right? Nope he just came back fine later with his full moveset intact. It’s gotten so strong to the point he somehow came back to being completely absorbed by Ivy’s plants and turned to stone. He also quickly recovered from food poisoning, just simply expelling out toxic waste instead. As well as Clayface surviving an attack from Morgan in space that completely obliterated him. Is able to regenerate quickly from Stargirl’s blasts.

Toxic Vomit

Speaking of toxic waste, yeah things getting gross- You see, Clayface has a complex digestive system that was designed to process food rapidly and when he ate the food containment he was capable of expelling material so toxic, it was designated as hazardous material. Disgusting but effective-

Absorption

In Batman: Gotham After Midnight, Clayface was able to eat people which would add to his size and therefore add to his power. For a while, it wasn’t really used as an ability to make him grow big, but a primary method of Clayface has always been to absorb or eat people in his stomach, sometimes in more gruesome manners to digest them, or to shoot them back out like a projectile. In more recent times however, Clayface has returned to absorbing people into his body, with them likely being dissolved in his clay body. He’s even been shown using his absorption to suck the fluids and moisture out of a persons’ body, killing them instantly. And sometimes with these abilities he uses them to kidnap people like he does with Charles Brown aka Kite Man. With his ability he can force people to do things like when he made one of Bane’s men shoot the other.

Power Copying

Clayface is capable of copying a person’s powerset down to a genetic level. According to further clarification from Batman, all he needs is to simply gain a DNA sample or a single hair to fully become that person, fully becoming that person. He is implied to be capable of using it on the Weather Wizard, implying he can copy entire power sets, or powers from inanimate objects like minerals or other types of clay. He can also mimic the skills of others, such as matching Stephanie Brown in hand-to-hand combat briefly. One of Clayface’s weirdest showings of this power is when he absorbed Wonder Woman he gained access to her godly powers.

Corrosive Touch

After modifying himself with the abilities of Clayface's 3 and 4, Basil became the Ultimate Clayface. After gaining these powers he became able to attack with a lethal, corrosive touch. He's able to dissolve human Flesh and clothing, he's even able to dissolve the Batsuit. He’s also capable of “turning up the juice” and making his lethal touch even more lethal, to the point he’d turn both Batman and Looker into puddles. The lethal touch is also capable of corriding through through the ground, dirt and stone. Clayface 3 (where the powers came from), was capable of completely dissolving people into shapeless puddles of protoplasm in seconds. And with it he can melt an entire gas station.

A son of Clayface 3 and 4 known as Cassius, has shown to be able to dissolve glass with a single touch, and has shown the dangerous powers to dissolve things telepathically, such as a whole car, a car’s door, people, and was even able to dissolve an entire gas station telepathically and since Basil has all the powers from the mud pack, he should be capable of doing the same. After some time his corrosive touch and piezoelectricity’s heat has become passive, making anyone who touches him get painfully burned. Speaking of Piezoelectricity-

Piezoelectricity

After falling into the center of the earth whilst being burnt alive, Clayface somehow absorbed the quartz in the area and gained Piezoelectric powers. Don’t ask- Anyhow his new powers has some interesting properties, of course with electric powers he’s capable of electrocuting people, he’s capable of sending of projectiles of electricity capable of even hurting and burning batman, the Piezoelectricity also has shown to rupture Freeze’s suit, He can ignite own body on fire, He can infuse his attacks with the Piezoelectricity, The power also has heat properties, this helps him removing one of his big weakness; ice, as he was capable of easily breaking free from it thanks to his new power, and by sending enough heat into the ground, he’s capable of making all the rubble fuse together, he used this too completely incapacitated batman making unable to move or breath while also crushing him only breaking free thanks to Mr. Freeze’s ego and accidentally freeing. The power is also extremely powerful as shown to really hurt Batman and capable of one shotting civilians.

Size Manipulation

Clayface can alter his size to grow as big or small as he needs too. The range in size for small is primarily for fitting through small spaces, and he can grow bigger then the Batmobile, become an entire room, grow big enough to cover half a building, and was able to absorb the entire Mud Room, a room of hundreds of gallons of excess waste that allowed Clayface to begin growing in size, nearly reaching the size of most Gotham City buildings, becoming a mudslide that can overtake the streets and can even blend in as a part of the city, causing destruction to a large chunk of Gotham City.

Resistances:

Earth Manipulation: Clayface claims that because he is a force of nature itself, Geo-Force, a skilled manipulator of most earthly substances, cannot manipulate his body.

Poison/Acid: Resisted Poison Ivy’s kiss, which can cause paralysis

Joker Venom: In Batman Endgame we see Clayface unaffected by breathing in the venom while others have to wear heavy duty masks.

Radiation: Is fine unprotected in space.

Sandman

Sand Physiology

Thanks to the radiation mixing with his body, Marko possesses full control of his sandy body and every single one of his molecules due to merging with sand at the molecular level when he first gained his powers. What holds his entire sand body together is the Queen Bee particle, a single grain of sand containing Sandman’s brain, his consciousness even. His control is so precise, even just sitting down and not fighting he can control his sand to attack people, or he can manipulate his body Iceman-style to use sand like a slide for mobility, make sand pillars, surround truck with a small dust cloud, create streams of sand to blind others spreads himself so far out that he appears invisible, create mini sand storms or knock back the likes of Rachel Summers and Captain Britain, cling to and scale walls, blend in with the ground, and he can use his body to create sandstorms, cyclones, and tornadoes or if he wants to be a dick, just blow sand from his mouth into your face, or just vomit it on you.

Being made of sand, it’s naturally difficult to inflict lasting damage on him, thanks in part to his control over his own density and regeneration. Sandman also showed the ability to turn himself into a tornado to block people’s ability to breathe. And despite the risks of excess heat hardening his body, Sandman is able to consistently smother Human Torch’s flames. Strangely enough, he still has blood, and infusing it into others will weaken them, eventually turning them into glass statues. However due to his immortality, he lost all of his blood making unable to do that any more.

Being made out of sand has its issues, such as being unable to hold himself together in water. Even simple sprinklers weaken Sandman’s form and make him slowly lose his full form and a water hose straight up broke his entire form. Though he has taken hits from water attacks before and was fine, so it’s kinda inconsistent.