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It’s a typical night in Gotham City, and the ominous music playing during the opening lets you know that trouble is afoot. We arrive at the dilapidated entrance of the Gotham Island Tramway, which has been closed for repairs. A car pulls up to the entrance, and a figure dressed in a trench coat is briefly illuminated by the headlights. Lucius Fox gets out of the car and starts calling for Bruce Wayne. Sure enough, we see that the figure skulking in the shadows is none other than Gotham’s millionaire playboy. Lucius offers Bruce a briefcase, and asks why he couldn’t have just given it to Bruce at the office. Bruce leads Lucius inside and explains that he has been bugged. Apparently, this is the work of Daggett, who Lucius believes is trying to take over Wayne Enterprises. However, when Lucius reminds him that the papers in the briefcase will be able to stop Daggett once they’re in the hands of the DA, Bruce says that he just wants the papers so he can destroy them. Lucius hears a weapon being cocked back, and he looks up to see two thugs standing in the walkway above them. “Let’s just say that I’m accepting your resignation, Mister Fox,” Bruce says. Lucius pulls on the briefcase, breaking the handle off in Bruce’s hands, and runs off as one of the thugs fires off a shot.
Outside the tramway, Batman hears the shot. Wait! Batman?? But Batman is Bruce Wayne! Don’t worry, Constant Reader, all shall be revealed in time. Back at the Tramway, one of the thugs – rather than just killing Lucius – fires two precise shot at a platform sign, breaking it free and causing it to land on Lucius, knocking him to the ground. At that moment, a call goes out over the police band about shots being fired, which the other thug picks up since he has a police radio. The thugs decide to finish this quickly before the police show up, but Batman is already on the scene. He swings down from the rafters and quickly dispatches the three goons, while unknowingly the false Bruce Wayne vanishes into the shadows. With the thugs taken care of, Batman recognizes their victim as Lucius, but doesn’t have time to check on him before the police show up. The police rush to Lucius side, and he moans that Bruce Wayne set him up.
The next morning, we arrive on a set at Imperial Pictures. A stagehand – Teddy – hops off the set and says that he’s going to get Matt. He walks over to a trailer, where Matt Hagen is ransacking the interior, searching for a jar of face cream. Teddy reminds Matt that he used up the last of the cream yesterday, and Matt angrily turns around, insisting that he has to have more. When he does, we see that he is horribly disfigured. Reluctantly, Teddy reaches into his pocket and draws out a jar of face cream. Matt gets angry that Teddy’s been holding out on him, but Teddy insists that it’s the only way Matt would have any left. It seems that the cream can hide all of Matt’s scars, allowing him to reshape his face, but the effect will only last for 24 hours, however it comes with side effects: Hagen is in constant pain and he has become addictive to the cream. After reshaping his face, he sees the jar is empty. He needs to find a way to get more of the cream, but Teddy insists that this is a bad idea, since Daggett will make Matt perform some sort of lousy job in order to get a resupply. “I’ll have to find a way to get lots of the stuff on my own,” Matt says.
Meanwhile, Daggett is having a meeting with the thugs who attacked Lucius the previous night. However, when Daggett tries to make certain that the man who was hired knows nothing about Daggett’s operations, Bell doesn’t answer because he’s too busy listening to his police radio. The other thug walks away, and uses a handkerchief to open the door for Daggett. Daggett passes him, naming him “Germs,” appropriately enough, and ordering him to get rid of Bell’s headset. Bell informs Daggett that the guy – Matt Hagen – from last night didn’t even know their names. We find out that the papers in Fox’s possession could very well incriminate Daggett, and because Hagen botched the job, Daggett now wants him eliminated. The thugs aren’t confident about this job, since Hagen’s become a master of disguise thanks to Daggett’s face cream. However, Daggett reminds them that since this is the only place where Hagen can get the cream, he’ll fall right into their hands.
Sure enough, that night, Hagen slips into Daggett Industries and starts scooping up handfuls of some face cream that’s boiling inside a large beaker. Bell and Germs appear behind him, and Hagen turns around to reveal that he’s changed himself into Bruce Wayne. However, the thugs don’t buy the act. They start dragging him towards the door, smashing jars of the face cream in the process. This causes Hagen to freak out, which proves to the thugs that he’s not really Wayne because those who use the cream can't get enough of it. Hagen tries to escape but the goons knock him to the ground and pin him. Bell tells Germs to hold him down, and then goes to retrieve the big beaker of the face cream. Bell says "He wanted more? Let's give him all he'll ever need", then he upends the beaker and pours it down Hagen’s throat as he screams. The thugs carry Hagen out to his car and leave him there. As they walk away, we see a line of goo coming out of the car door.
Meanwhile, at the Bat Cave, Batman is inputting data into his computer, trying to determine the identity of one of the thugs he fought the previous night. It doesn’t take him long to find a match: Raymond Bell, the thug with the police band. Alfred comes in and informs Batman that the police have been looking for Bruce Wayne. He hands Batman the morning paper, and he discovers that he’s wanted for questioning in the attempt on Lucius’ life.
Later that night, Bell is walking out of a pool hall when he hears that a warrant has been issued on his police band. He panics and starts driving through Gotham like a maniac. High above high, the Batwing swoops through the skyline, and we discover that the voice on the police band is actually Batman’s, converted to that of a female police dispatcher. Bell is confident that he can get away, since the radio claims the police are staking out his apartment. However, when he gets into line to enter the Gotham tunnel, he notices the Batwing swooping down on him. Bell breaks the line and enters the tunnel, thinking he’s escaped, but is startled to find the Batwing entering the tunnel from the other side. Bell pulls out a gun and starts shooting at the plane, but Batman simply scoops the car up on the plane’s distinctive bat ears and flies up into the night. A claw extends from the front of the Batwing and rips the door off the car, then grabs Bell by the arm. Batman then begins aggressively questioning Bell, asking who Lucius was really meeting at the tram. He doesn’t get an answer though, because Bell passes out and then the police arrive. They try to get Batman to land so they can arrest Bell, but Batman simply drops Bell into a rooftop pool and soars away.
Even later that night, a shadowy figure enters Lucius’ room at the Gotham Hospital. Lucius panics when he sees the figure, who we see is Bruce. Bruce tries to get Lucius to calm down, but Lucius just jabs on the emergency call button, not paying attention. The police enter the room and . . . we fade out to see Teddy arriving at Matt’s car by taxi. He gets out of the cab and races over to the car, calling Matt’s name. Back at the hospital, Bruce has been arrested and is being led into the county jail. Meanwhile, Teddy approaches Haggen's car, and we see a large blob of clay sitting in the front seat. Teddy gasps in horror as he realizes he is looking at Matt, wondering what Daggett's men have down to him. Haggen wakes up and looks in his rear view mirror and roars at what he sees. Clayface has been born! To Be Continued....