At Doctor Harleen Quinzel's (Mia Sara) office, Helena (Ashlea Scott) talks about how good she feels, attributing it to her honesty with Jesse Reese (Shemar Moore). She tells Harley that she wants to end therapy and thanks her for everything, however she is persuaded to come back for one more session.

Meanwhile, at some old warehouse in Gotham, a guy (Ian Reid Kesler) looks around the property for something, and stops when he finds a locked canister. He mutters "at last" and removes a vile from the container. When a security guard shows up, he drinks it. When the security guard grabs him, he turns to clay...

Later, Jesse and Helena examine the clay man, taking scans for Oracle (Dina Meyer). Huntress explains that years ago there was a criminal who had the same reaction to the compound that was stolen...they called him Clayface. Huntress goes on to say that Clayface has been in Arkham Asylum for years and he only had the power to shape shift. Oracle discovers that the guard in the clay is alive and they rush him back to the Clock Tower. Once there, Barbara tries to discover if there is a way to reverse what was done to the guard. But to do it, she needs to cancel her trip to the Bahama's with Wade (Shawn Christian).

Not too long afterwards on the other side of Gotham City, Huntress confronts the scientist who created the Clayface compound (Patrick Fischler), but he insists the compound was destroyed after the incident with Clayface years ago. He says he once worked for Clayface and that only someone with Clayface's DNA could have that kind of effect after drinking the compound.

Meanwhile, Alfred (Ian Abercrombie) offers Barbara an invitation to the Gotham fashion show...it was intended for the now missing Bruce Wayne, but he believes Barbara and Wade would get the use out of it. Barbara rejects the offer, and mentions how disappointed Wade sounded when he left his message on the phone. He also mentions that Bruce Wayne always said the biggest regret of his life was that he never found someone to share his life with. When Helena arrives, she tells Barbara what she found out and then heads to Arkham asylum to speak with Clayface (Kirk Baltz) himself.

Once there, he instantly know who she is...saying she is her mothers child. He also says he had a thing for her back in the day. Huntress shrugs it off and asks Clayface for a way to save the guard who was turned to clay. However, Clayface will only offer the information if she poses for him to build a clay sculpture. She refuses, and he asks about the night her mother was killed. Again, she refuses, but he is able to convince her to share her feelings on that dark and terrible night - he is alone and needs some inspiration for his clay modelling. He goes into the details, wanting to know how she felt to see so much blood, He rambles a little, saying she felt "alone, cold and terrified". He then tells Huntress how to reverse the effects on the guard. Huntress quickly realises he knows who is behind the attack. Naturally he won't say because they are just starting to have some fun.

Near the Gotham train lines, a policeman shows up demanding his money...he gave Clayface II the key to steal the clay compound. However, when the cop touches him, he too turns to clay.

Back in the Clock Tower, Oracle administers the antidote on the guard. Helena mentions how weird it was that Clayface kept mentioning her mother, but Oracle says its not important. Once the guard is clay-free, Huntress takes him to the hospital. While talking with Alfred, Barbara figures out that the one behind it has DNA close to Clayface...his son Chris. Moments later, Reese activates the bat ring and Oracle comms Huntress to find him.

When she arrives, Huntress administers the antidote...little does she know that Chris is watching from the shadows. He calls the scientist who developed the compound saying it has turned out to be a big disappointment and he sets up a meeting.

Later, back at Arkham Asylum, Helena meets with Clayface and she tells him they know he has a son. Helena offers a trade - information for inspiration. He accepts the offer, and says that he wasn't a great dad, so Chris is probably trying to show how much better he is than his father. Before he will go any further, he wants to know about the night Selina was killed. He says "As I recall, we were standing out in front of this big department store". When she asks what he means by "we" he shape shifts into a dark haired man who Helena recognises as a man she hates. A man she wants dead more than anything in the world. He's the man who killed her mother. When he sees her shock, he quickly goes on to say how well his blade cut through her flesh and how he loved the vacant look on her eyes as she realised she was going to die. That’s why no killer was found - he shape shifted after the murder. Clayface says his one regret was that he didn't linger at the scene to witness her pain and anguish take hold of her. She soon looses control and starts banging on the glass, but this only excites Clayface. When she realises that he is enjoying it all, she leaves, much to his disappointment. Once she's gone, Clayface notices something interesting...a small crack on the glass. Meanwhile, the scientist who created the compound gives Reese a call.

Back in the Clock Tower, Helena talks with Barbara about her discovery. Soon into the conversation however she realises that Barbara know all along that it was Clayface who killed her mother. They both argue, and Barbara says there were only rumours that he killed her, and when he was locked up in Arkham there was no point in telling her. But Huntress is so upset she kept that from her that she storms out, saying Oracle has no idea who she is.

Meanwhile, Chris meets with Kroner who gives him an updated compound...one that cannot be reversed. Chris then turns on the scientist to test the new formula. Reese contacts Oracle, who then relays the message to a pissed off Helena. Huntress is snappy with her and heads off to confront Chris. However, once there Chris throws something at clay-Kroner, causing him to explode. Huntress comms Oracle who tells her to get out of there, but she insists on taking him on. Chris says its a pity his dad killer her mother, and Helena finally listens to Oracle and flees.

Back in the Clock Tower, the Birds of Prey they talk about Chris' plan...they think he's planning on finishing his fathers work by bringing down Gotham's most powerful and elite. Helena takes the ticket so she can stop him while Barbara tries to come up with another cure. Alfred however is annoyed that she would choose to ignore her personal life with Wade, so he takes matters into his own hands...and brings Wade to the Clock Tower. He leaves Barbara to explain to Wade her secret identity. He is shocked, feeling like he doesn't even know her and he leaves. Helena and Dinah (Rachel Skarsten) want to talk about Wade being in the Clock Tower, but instead Oracle focuses on Chris. She gives them a way to stop him, and reminds Barbara that heroes don't kill. But Huntress doesn't listen.

At the fashion show, Dinah and Helena patrol the area but they dont find anything. Helena models a dress giving her access to backstage, and Dinah mingles a little. Reese compliments Helena on her looks and asks her out on a date, but Helena says when she's finished he won't want that date. During the mission, Wade shows up at the Clock Tower with a peace offering, taking her attention away from the monitors. During the fashion show, Chris and a bunch of thugs with guns take everyone hostage, demanding the immediate release of Clayface from Arkham. However, during the demands a man from the crowd stands up and shape shifts...Clayface is free.

Everyone is stunned, especially Chris who thought that his father was safely locked up. Oracle turns her attention back to the screen and notices that Clayface is there so she comms Helena and Dinah. The two beat the crap out of the gun wielding maniac holding them where they are and head off to the rescue. Meanwhile, on stage, Chris and Clayface argue a little, and Clayface says that not even his son is aloud to upstage him.

As Clayface gives a speech, Huntress starts taking down the thugs while Dinah grabs Reese and they create a distraction to get everyone out. Helena throws the stun-grenade that Oracle made, rendering Chris powerless. She then takes on Clayface who wields the same knife that killed Catwoman. During the fight, she gets the knife from him and is overcome with rage. As she tries to kill him, Oracle does her best to talk her out of it, saying that’s what he wants her to do. Eventually Helena gives in and knocks him out.

Moments later, Harleen Quinzel shows up and compliments Helena on her actions. She is very intrigued about Helena’s other life, and invites her back to therapy now that she knows the truth about her secret life. In the Clock Tower, Barbara tells Wade he's the only other person who's seen this place. He says he's a little overwhelmed and the two kiss. Back at the show, Reese ensures both Clayface and Chris are escorted into the back of a police car. He then asks Helena out to dinner, but instead she asks for dessert and they kiss.

Written By Adam Armus and Kay Foster
Directed By
Joe Napolitano
Original US Air Date:
19th February, 2003

 


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