Batman: The Animated Series just kept rolling out the second-tier villains and making them not only relevant but brilliant. For two episodes following Mr. Freeze’s debut, the series gave us another baddie slightly less sympathetic but many times more monstrous. Written by Marv Wolfman and Michael Reaves and directed by Dick Sebast and Kevin Altieri, the two-part “Feat of Clay” introduced young fans to the shapeshifting behemoth known as Clayface, and a bunch of nightmares were born.

In the comics, there have been eight different people who’ve gone under the name Clayface, dating all the way back to 1940. For the cartoon series, the creators decided to give the character first incarnation Basil Karlo’s backstory but the second incarnation’s name, Matt Hagen. Hagen is a matinee idol, award-winning actor, and self-proclaimed Man of A Thousand Faces. Before the episode begins, he’s in a terrible car accident, leaving his face disfigured to the point of grotesquery. However, he’s found a bit of solace in the form of a “Renuyu” formula from Daggett Industries, the chemical R&D plant founded by Roland Daggett. The cream allows Hagen to reshape his face, but it only lasts 24 hours, and Daggett begins squeezing him for nefarious activities to keep the supply coming.

This is where the episode picks up. Late one night, Wayne Enterprises executive Lucius Fox is lured to a tram station by his employer, Bruce Wayne, to talk about evidence pertaining to Daggett’s attempted hostile takeover of Wayne Enterprises. Fox has a briefcase full of it and attempts to hand it over to Bruce to take to the authorities, but it appears that the billionaire is siding with Daggett and henchmen appear to take out Fox. During the struggle, with gunfire, Batman is alerted and comes in to help, knocking out the henchmen and getting help for Fox, who tells the police Bruce Wayne was behind it all.

This is, of course, just a ruse by Hagen working for Daggett in order to get more cream. However, with the job botched, Daggett thinks it’s about time for Hagen to be “dealt with.” When Hagen comes to the factory, disguised as Bruce Wayne, to get some more cream, Daggett’s henchmen pour an entire vat of Renuyu on the poor actor and leave him for dead in his car. That much exposure to the chemicals for that long seeps into Hagen’s pores, turning him into an amorphous monstrosity. He learns he can change his shape at will, but that, as if overusing a muscle, he can’t hold the shape for very long.

Meanwhile, Batman is putting the pieces together. He tracks one of Daggett’s henchmen, picks him up (literally) with the Batwing and dangles him precariously over Gotham City in order to learn who was impersonating Bruce Wayne. When that henchmen passes out from fear, Batman finds another henchmen who comes clean that it was Hagen. Batman initially doesn’t believe it, but when Clayface himself comes to collect the baddie, it becomes all too clear.

These two episodes are full of amazing action. In the first episode, Batman’s pursuit of the henchmen Bell takes up quite a lot of screen time, especially for its 22 minute runtime. But it’s a really terrific sequence in which Batman in the Batwing follows Bell’s car, chases it into a tunnel, flies through the tunnel, skewers the car, and then finally holds the terrified Bell by grabbing an arm as the Dark Knight interrogates him through fear of falling. It lingers more than most animated programs would allow, and this is undoubtedly because of trying to make the story fit into two episodes. However, this never feels forced or dragging; in fact, it’s one of the episode’s best moments for simply being Batman trying to get a single piece of information.

The second episode is where we get all the amazing Clayface transformations, especially in the first fight between he and Batman, in which he changes his appendages into everything from a massive fork to an ax to hammers to lobster claws. The gooey movement of Clayface’s features looks completely organic, and even when the changed objects become metallic or wooden, the color blends in perfectly with the rest of the animation. The most impressive scene, by far, is the utterly gorgeous finale, in which Batman puts images of all of Matt Hagen’s characters on a wall of video screens. Clayface can’t control his morphing as he goes from one face to the next. His agony is palpable as he is forced to relive all of his former glories in rapid succession. Attempting fight it, he destroys the controls to the video screens, leaving himself open for electrocution and eventually “death.” It’s a surprisingly gruesome sequence for a children’s show, and that’s precisely why it works so well.

The voice cast for these episodes is particularly strong, beginning with Ron Perlman as Hagen/Clayface. Perlman is, of course, known for playing characters that require a lot of makeup and prosthetics, and at the time this was made, he’d just come off of a very successful run as Vincent on Beauty and the Beast. His vocal performance is strong yet vulnerable and scary yet sympathetic. He is matched by Ed Asner as scheming and ruthless business magnate Roland Daggett. As with Ferris Boyle in “Heart of Ice,” Daggett is the true villain of the piece, forcing Hagen to perform these sick acting roles and eventually causing him to become the monstrous Clayface. Daggett would return several times throughout the series, appearing in more episodes than some of the bigger classic villains, Clayface included. Finally, just for fun, Daggett’s henchmen, Germs, the prissy OCD one, is voiced by Ed Begley Jr.

“Feat of Clay” is another brilliant villain origin for the series, and the third great one in less than a week. Much the same way Man-Bat had, Clayface assured viewers that this Gotham City would be scarier and more dangerous than any you’d seen before, and that monsters can be tragic figures as well. Batman as a character continued to try to find non-violent or compassionate solutions to the crimes, but also wasn’t afraid to menace or get his hands dirty. This Batman is the definitive screen version of the character, even to this day.

Next week, we get our first glimpse at the Clown Prince of Crime in arguably one of his most disturbing and sadistic appearances on Batman: The Animated Series. “Joker’s Favor” is next week, same Bat Time, same Bat Website.