Long before comic book superhero TV shows were as common as they are today, the WB launched a live-action Birds of Prey TV series that lasted just thirteen episodes. In an effort to determine what went wrong, our Bird Watching team of Meredith Tomeo and Caleb Mozzocco are watching and dissecting every episode. You can watch along on DVD, or digitally on iTunes or Amazon.

In this episode, which aired back-to-back with the final episode on February 19 of 2003, our heroes encounter not one but two metahuman criminals with a claim on the name Clayface; Mia Sara's Harley Quinn finally returns after a four-episode hiatus; and Ian Abercrombie's Alfred Pennyworth takes his meddling to soaring new heights. "Feat of Clay" --- get it?! --- was written by Adam Armus and Kay Foster and directed by Joe Napolitano.

Caleb: This particular episode is a pretty notable one, as it actually includes an honest-to-God Batman villain from the comics.

Thus far, the only pre-existing villains we've seen are Harley Quinn, a recurring character on the show; The Joker and Catwoman, who appear only briefly during the opening origin recap that kicks off each show; and Lady Shiva, who was the villain of episode eight. Otherwise, the Birds have been mostly occupied with no-name metahuman threats who, in some cases, literally are never named, like the one-eyed creepy guy who ran the Gladiatrix underground fight club.

So before we plunge in, I suppose we should review our Clayfaces, as Clayface is perhaps the only real legacy villain in Batman's rogues gallery, and can therefore be a little more complicated than, say, The Penguin (dresses like a penguin, likes birds) or The Riddler (tells riddles).

The original Clayface was Basil Karlo, a Lon Chaney-like movie actor who turned to a life of crime, which he committed while wearing a clay mask worn by one of his movie characters. He had no super-powers. He was followed by Matt Hagen, who gained his powers from a radioactive protoplasm that transformed him into a sort of living, shape-shifting clay. He's the Clayface from Batman: The Animated Series, and the one most people think of when they hear the name. (Fun fact: The episode of the cartoon he first appeared in was also called "Feat of Clay.")

Clayface III was scientist Preston Payne, who sought a mad science cure to an affliction of his, and ended up transforming himself into a pool of sentient goo that needed to wear a man-shaped metal suit to retain human form; he had the power to melt anything he touched into similar goo. Clayface VI was Sondra Fuller, who was given powers identical to Hagen's by terrorist organization Kobra.

In 1989, Alan Grant, Norm Breyfogle, and Steve Mitchell did a pretty awesome story in Detective Comics called "The Mud Pack," in which Batman had to face all four. (It was collected in the recently published Legends of The Dark Knight: Norm Breyfogle Vol. 1.) In the end, Karlo stole the powers of the others and made himself into the most powerful Clayface ever, while Payne and Fuller fell in love, ran away together, and eventually had a child, which they named Cassius. As in, Cassius Clay.

Is any of this relevant? Sort of, as we'll see as we watch. Not at all relevant? While Payne was incarcerated in Arkham Asylum, and before he had ever met Fuller, he was in love with a wax mannequin named Helena, which is, of course, the name of Birds of Prey star Helena Kyle!

So let's get this show on the road --- for the penultimate time.

Meredith: Look at that! Helena Kyle (Ashley Scott) is back in therapy with Dr. Quinzel. Harley is sporting a really awesome kimono and is pressing Helena to share more personal details about her life.


harleys kimono


Caleb: Having trusted Jesse Reese (Shemar Moore) with her secret identity last episode, Helena feels she's pretty much cured, and has worked out all the issues she can in Dr. Quinzel's sexy talk therapy without revealing any crime-fighting secrets, so she's ready to cease treatment. Mia Sara is really doing a phenomenal job of portraying crazy eyes here, as well as desperate, slightly alarming neediness as she reluctantly lets go of Helena's hand after a handshake.




Cut to New Gotham Chemicals, the best place to get chemicals in New Gotham. A roguishly handsome young man (Ian Reed Kesler) with a flashlight sorts through what look like vats of toxic waste with purpose.

Meredith: The thief locates a vat of chemicals and... drinks it? OK, that’s not what I was expecting.

Caleb: Based on the color, I'm pretty sure I believe that was a tube full of Hi-C Ecto Cooler he just slammed.

Meredith: The security guard who spots him is as confused as we are. He grabs the mystery thief and something weird happens.


weird handshake


Caleb: The security guard transforms into... a giant clay statue. This obviously wasn't what the thief had planned, as he looks down at his own hands in wonderment, saying it's not what he expected, but that it will do. So this guy has gained the power to turn the people he touches into clay statues. So he's got powers kinda like Clayface III, but not really. See, aren't you glad I reviewed Clayface history at the top of this post?

Meredith: After the theme song and opening credits, Helena and Reese investigate the scene. Helena waves a glowstick around the clay man as it transmits data back to Oracle (Dina Meyer) in the Clocktower.


glow stick


Caleb: "There was a criminal mastermind years ago who had a similar reaction to the same chemical compound," Helena tells Reese while doing her glowstick-waving, "They called him Clayface." He's been in Arkham Asylum for years though.

Reese, who previously thought the idea of a "Bat-Man" was silly, is surprised and appalled by what he thinks is a terrible name for a criminal mastermind. Nevermind that the villains he’s faced so far include people with names like Slick Waters, Malcolm, The Crawler, and Cam.

Helena flirts with him while Oracle does her oracle-ing, saying they have to just wait "unless you've got a better idea how to pass the time," and he looks her up and down. It appears that they might start making out when Oracle calls and tells them to bring the clay man to her immediately, because according to the glow stick he’s still alive. I'm obviously not as smart as Oracle, but shouldn't they maybe bring him to a hospital or something...?

Meredith: Well, what the heck do you think a hospital is gonna do with a dude who has been turned into clay?

Caleb: Oh, well maybe STAR Labs, then…? Surely there’s some place in Gotham that is equipped to deal with people who have been turned into clay.

Sadly, they just cut to the Clocktower, so it is via the power of editing that we see the giant clay statue standing before Oracle, Helena and Dinah (Rachel Skarsten). I really wanted to see how Reese and Helena would transport a huge clay statue all the way to the Clocktower. I imagine them lugging it to Reese's car, then strapping it on the roof like a mattress and slowly driving across town, each of them with a hand out the window attempting to hold it in place, and then meeting Alfred, who's waiting for them with a dolly at the freight elevator.

Meredith: Wow, Dinah just casually drops the fact that Wade had asked Barbara to join him on a vacation to the Bahamas. Whatever, Babs says, she anticipated cancelling on him anyway, assuming some big, weird crime wave like this would occur.

Caleb: And it has!

Meredith: Oracle opens a file labeled "Clayface's former associates" in order to find some of Clayface's former associates, and she pinpoints a Dr. Will Kroner (Patrick Fischler), the scientist who developed the chemical compound that gave Clayface his powers.

Caleb: Helena tracks the doctor down and grabs him by the lapels and he starts to spill immediately. She doesn't even have to choke him, dangle him from a rooftop, or threaten him! He tells her the chemical was developed to have a unique reaction to Clayface's own DNA, and that it could only grant powers to Clayface; anyone else, it would kill.

She lets go of his lapels and tells him to call New Gotham Police Detective Reese if he thinks of anything else.

Meanwhile, Babs is working on her computer, next to her potion rotator, when Alfred brings a silver tray with a piece of mail on it. He says he was sorting the mail at the manor when he came across something he thought might interest her... an invitation to the annual New Gotham Fashion Show Benefit. Girls like fashion, right?


heres the mail


This makes me wonder... does poor Alfred commute from Wayne Manor to the Clocktower every day just to oil the giant clock gears and cook their meals and sass the Birds?

Meredith: Alfred is weirdly invested in Babs’ personal life, suggesting she take Wade on a date to the fashion show, expressing regret that she's not going to the Bahamas with Wade and so on. Does he do that to Batman?

Caleb: I'm guessing that's what Alfred misses most about working with Batman. Nagging and needling him to take time out from his busy schedule of Batmanning in order to have a social life, only to be constantly shot down by a too-busy Batman. That, and and preparing silver trays full of meals to set before Batman only to have them ignored.


high five


Meredith: I’m just going to stop everything for a moment --- Alfred just high-fived Helena on his way out of the room. We should quit now; there’s no way this show is going to top that.

Caleb: Yeah, I'm pretty sure that's the climax of the series for me right there.

Meredith: Helena is going to see Clayface at Arkham Asylum. I feel like this is going to end badly.

Caleb: We get a repeat of the Arkham Asylum establishing shot. Do note the full moon and the sound of thunder in the background. Ominous!

Within Arkham we see one of those small glass cases that the asylum apparently keeps its inmates in. We see a a bald guy with clay literally covering his face; I think he’s supposed to be made out of clay, as Helena told Reese he was a shape-changer (a la Clayface II, Matt Hagen) but it really looks exactly like they just put a bunch of clay all over the dude playing Clayface (Kirk Baltz). He is dressed in an all white jumpsuit and... sculpting. With clay. Groan.




He immediately recognizes Helena as Catwoman’s daughter and, oh man, what is going on with his voice…?

Meredith: It’s really distracting. It sound both like a lisp and a Cajun accent all at once.

Caleb: I can't help but wonder if maybe he's talking like that in part because he's wearing so much clay make up he can't quite work his mouth right, but I think it’s also an intentional acting choice. For some reason, Baltz decided to play Clayface as a sort of Southern, late-in-life Marlon Brando…?

So there are a couple of things of note, here. In addition to knowing that Huntress is Catwoman's daughter because, he says, she looks so much like her, he also notes that he's been here "ever since I was humiliated in front of Gotham's pompous glitterati." He had some plan to take down the upper echelon of Gotham society and was thwarted.

He agrees to help Helena in her hunt for whoever it was that ingested his old Clayface formula and gained weird, clay-related powers, but only if she will pose for him.

"I work in clay," he says, "but my real raw material is human emotion."

He cajoles her into telling him about the night of her mother's murder.

Meredith: They’re really hitting hard on the Silence of the Lambs homage --- a serial killer trying to emotionally manipulate someone investigating murders. A lot of Helena’s reflections in the cell glass.

Caleb: Huh. In addition to knowing that Helena Kyle is Catwoman's daughter, he also mentions her father's strong moral fiber, intimating that he knows she's Batman's daughter, and even tells her to "go tell Oracle" which chemical to try as an antidote to de-clay the security guard-turned-statue in the Clocktower. He sure knows a lot of behind-the-scenes info for a C-List Batman villain... even if he's A-List by the standards of this show.


make me all pretty


We see the thief’s house/hideout/lair, where he is looking at himself in one of several mirrors --- including a smaller one of the sort that one sees in dressing room sets --- applying make-up. There are mannequin heads and full mannequins all around. It really looks like he’s meant to be an actor or something, like Clayface I. Spoiler alert: Despite a few mentions of his make-up in this episode, none of this is ever explained later on.

Meredith: Weird, is he going to put on a suit of women’s skin too?

There's a knock on his door, and another security guard arrives. He wants to be paid for helping the thief break in to New Gotham Chemicals. Instead, he gets turned into a clay statue by a touch from this new Clayface-like criminal too.

Back at the Clocktower, Babs thinks she’s figured out an antidote thanks to Clayface's clue. She's able to turn the security guard back to normal.

Caleb: Okay, well, I guess taking him to Babs instead of a hospital was the right call after all, as she has indeed de-petrified the poor sap. He's conveniently unconscious, though, so there's no awkward moment where he finds himself inside a giant clock surrounded by beautiful women and a sarcastic old British man.

Meredith: Alfred starts pressing Babs again about her love life. C’mon, Alfred, it’s really none of your business if she wants to cancel on Wade. And also, she’s kind of busy right now trying to stop a possible murderer.

Ahhh, yes. The chemical compound has a similar reaction on their mystery thief as it did Clayface. That means, it must be someone genetically close to him. Like a his son, who Oracle has found on the computer: Chris Cassius.

Caleb: So, with all that raw material to choose from in the 62 years worth of stories about Clayfaces in Batman comics, one of the few details the producers of this show glom on to was the dumb gag name for the son of Clayface III and Clayface IV.

Meredith: Reese finds another clay body, that of the second security guard, which Cassius has moved into an alley. They’re able to use the antidote again, but this time, Cassius is watching from a fire escape.

Caleb: Helena returns to Arkham for information about Cassius, where she finds Clayface reading in his tiny little see-through cell. What do you think he's reading...?

Meredith: Probably something light, like a Debbie Macomber novel.

Caleb: Ah. I would have guessed The Amazing Adventures of Kavalier and Clay. Because it's got the word "clay" in it, you see. Nevermind.

Meredith: There is a lot of incoherent monologuing going on right now. I’m only understanding every third word or so.

Caleb: I can’t help but imagine his dialogue being written phonetically in dialogue bubbles in an old Chris Claremont X-Men comic: "I wasn’t exackly damodel fadder soda speak... It would be my guess he’s tryinta show up dear old dad by accomplishin’ somethin’ even I wasanable tado."

Say, let’s pause a moment to check out Clayface's work.




This is a sculpture meant to portray Helena’s anguish on the night her mother died. It’s…not a very good likeness. Stick to a life of crime, Clayface!

Meredith: Clayface is again goading her about the night her mother died. He’s trying to get a rise out of her by telling her he was the one who killed her mother, and describing the murder in grisly detail.

Caleb: Well, that's something of a bombshell!

So Catwoman was killed by Clayface? I don’t think that feels quite right, as he seems like a rather minor league villain compared to Catwoman, who is in the upper echelon of Batman villains. I have to imagine even a retired Catwoman could beat the living hell out of Clayface.

Also, that means The Joker hired Clayface to kill Catwoman, as we learned in the first episode that The Joker sought revenge on Batman by going after Catwoman and Batgirl, and Clayface did it by stabbing her to death with a knife, instead of doing anything Clayface-y. But then I guess this version of Clayface maybe just changes from a guy with clay on his face to a guy with curly hair and back again. Also: He sculpts.

Meredith: The revelation causes Helena to punch and kick the glass repeatedly. She leaves in anger, and we see that she left behind a crack in his cell wall that he inspects closely. Can he use his clay powers to ooze out of it and escape?




Caleb: Well, Clayface II or Clayface IV could, but this guy? Who knows. As far as they have revealed, all he can do is change his physical appearance.

Helena has managed to restrain herself from killing Clayface to avenge her mother --- or at least the protective glass of Clayface's cell did the restraining for her --- but she gets a new potential target to take her aggression out on.

Babs calls her in order to tell her where Cassius is. As Helena makes a bee-line for his hideout, Babs reminds her of his weird power, and that any kind of skin-to-skin contact could result in her being turned to clay. So maybe wearing a low-cut crop top isn't the best outfit to wear to go fight that guy? I mean, she could have at least worn a pair of gloves, so she'd be able to punch him without turning into clay.

Meredith: Helena busts into Cassius’ lair through a skylight, even though they appear to be in an underground subway tunnel --- you can see the light from the trains going by and everything.

Caleb: Uh yeah, we could have probably used an establishing shot of his lair. After Helena and Cassius trade some dialogue --- in which they really hammer home on the theme of them living in their fathers' shadows --- and a few blows, she realizes he's just too powerful now, having gotten a power upgrade from Dr. Kroner.

She retreats back to the Clocktower, where the Birds review all of the clues they've gathered.

Meredith: It seems obvious that Cassius is planning on outdoing his father in a very public manner, attacking the Gotham city elite. But where would we get a gathering of Gotham elite? Remember that fashion show Alfred tried to talk Babs into attending earlier in the episode? Well it turns out that Clayface had previously attacked the event, and it seems to almost certainly be where Cassius is planning his big move. Luckily Alfred just so happens to have the invitation on hand... in his coat pocket, actually.

Caleb: So the big fashion show where Cassius, Son of Clayface, is going to attack begins at 9 p.m. tonight. Barbara has so far been able to revive his victims, but she has yet to develop a way to neutralize his powers. If she's going to figure out how to do so, and mastermind a plan of action to get Helena and Dinah on-site, she's got a lot of work to do in a very short time. Literally every second counts!

Meredith: But for some reason, Alfred chooses this moment to harass Barbara about her love life again. He says he's decided to take matters into his own hands, and then elevator opens to reveal --- Wade?!


what the shit alfred


What the heck, Alfred?

Caleb: Oh no he didn't!

Meredith: Ok, I’m sorry, this is way out of line in so many ways. What is Alfred thinking?

Caleb: And even if he was going to meddle in Barbara’s love life to the extent of outing her secret identity, why not wait until at least 10 p.m., so she would have had time for potion-making, battle-planning, and a good hour to devote to the operation? Or maybe 9 a.m. the next morning? Or, really, any point after the homicidal superpowered villain has been dealt with…? Alfred's been in the business a long time now. This really seems like an amateur move for him to pull, particularly in terms of timing.

Wade glances around the room, and jumps to the conclusion that she's some kind of crimefighter, rather than the online gourmet baker she's maintained that she was. Presumably Alfred told Wade all about this before bringing him up to the main Clocktower set, because there's not really anything here that says "crimefighter." Babs isn't dressed in her Batgirl costume or anything.

After a one-minute, three-sentence conversation, Wade declares this is all too much for him and he runs away. Which is fine, as Barbara really has better things to be doing at the moment anyway.


fancy harley


Meredith: Dinah and Helena have infiltrated the fancy fashion show as models and oh, Harley is there as well.

Wait, what is Helena wearing? She looks bonkers.




Caleb: Actually, I don’t think her crazy fashion outfit is all that much more insane than what she usually wears. Like, I could see her wearing that top, with her regular leather pants and a coat. And I think her hair looks better this way. Also, if she dressed like this when crime-fighting all the time --- gold lame, corset, weird hip extenders over bloomers --- it would differentiate her two identities of Huntress and Helena much more sharply.

Reese is also in attendance, and he comes to check on Helena. "I thought you were checking the perimeter?" she asks, and he replies, "Oh, I was."

Ha ha, he was checking her perimeter!

Meredith: He’s so smooth.

Wade comes back to the Clocktower with takeout. Why is everyone all up in Babs’ business today? She’s very busy trying to save the citizens of New Gotham!

Caleb: "Could you at least look at me when I'm trying to talk to you?" he asks, as she stares over his head at the multiple cameras surveying the scene at the fashion show.

Suddenly the waitstaff and models pull out automatic weapons and point them at the fancy people in attendance. Cassius appears to give a brief speech about how he's going to succeed where his father had failed, and is in the middle of demanding a TV crew so his father can see what he's doing, when Clayface himself appears. He was there all along, disguised as an attendee. So now we know he has at least two different shapes in his portfolio: Guy, and Other Guy.

Meredith: Dinah and Helena take out Chris’ henchpeople, who look like extras in a Sia video, and they do it without the assistance of Dinah’s telekinetic powers, which I think the people making the show forgot about.

Caleb: As funny as it is to hear Wade say, “Our relationship is the most important thing in my life” while we know it’s like a distant third at best in Barbara’s, I am glad that they at least made Wade smart enough to notice that he should shut up and let her do her work here once he catches a glimpse of the chaos in her monitor bank.

I've got to say that I am slightly creeped out by the way Wade looks at her while she's oracle-ing, barking orders to the girls. He seems turned on by how commanding she is.

Meredith: Helena uses Babs’ smoke bomb-looking chemical weapon to deactivate Cassius' powers. She tosses him aside to get to the main act, Clayface himself. She wants revenge for her mother’s death.

Caleb: She has him on the ground and seems poised to stab him in the face when she decides to simply knock him the eff out. Hooray, the day is saved and Helena managed to do it without crossing that line and proving that she is no better than the criminals she fights or whatever! Batman would be so proud.

Meredith: Harley is still there and, having watched Helena fight Cassius and Clayface, she immediately comes to the conclusion that Helena is Huntress.

Caleb: At the Clocktower, Babs tells Wade that he's the only boyfriend that's ever seen this place. Oh man, does that mean she and Dick Grayson never dated in this continuity?

Meredith: Wade refers to her as "some kind of high-tech crime-fighter." She’s not a high-tech crime-fighter, Wade. She is the master of the cyber-realm. Get it right!




Caleb: And back at the scene of the thwarted crime, Reese asks Helena if she wanted to out to dinner, and she suggests they go straight to dessert and, oh damn, they are totally kissing! Well it’s about time! Hooray! Kissing! Helena and Reese 4-Eva!

Now Dinah just needs a boyfriend. Actually, forget that. Obviously it’s Alfred who needs a relationship, so he can concentrate on his own love live and stay out of Barbara's.

So, final thoughts?

Meredith: Everything about this episode, good or bad, was rendered irrelevant due to the fact that Alfred thought it was A-OK to both meddle in Babs' personal life and out her secret to Wade without giving her any choice in the matter. Does that violate every single tenet of the superhero code?

I really don't even know what the point of that was, other that the fact that the people writing this show obviously think Babs' love life is more important than anything else. Actually, the more I think about it, the angrier I get. Because things worked out for Wade and Babs, we're obviously supposed to think that Alfred was in the right to do what he did.

There was some other stuff with Helena, especially the fact that Harley Quinn knows her secret now, but I'll hold off on any judgments until the final episode to see how it gets wrapped up. I do suddenly wonder if Harley had any involvement with what happened the night Helena's mom died, or when Babs was paralyzed.

Also, Dinah is still a character on this show, but sometimes I think the people making it wish she would just disappear.

Caleb: For a second there, I thought you were going to say that everything about this episode, good or bad, was rendered irrelevant because of the fact that Alfred totally high-fived Helena when they passed one another in the hallway.

I'm curious if the problems with this episode might not stem from the fact that the producers knew they were running out of episodes in the series, and were trying to cram as much resolution as possible into the last few. The bit with Alfred and Wade certainly seems like something that didn't belong in the middle of the climax of this episode. In fact, it seemed so out-of-character for Alfred that I wondered at the time if maybe that wasn't really Alfred, but Clayface posing as Alfred in order to sow chaos among the Birds.

After all, if you have a shape-changing character like that, it seems kind of a waste not to have him posing as various characters at different points in the show, which can be a lot of fun to watch and, certainly, fun for the actors. Like, I would have enjoyed Ian Abercrombie in a fight scene, playing Clayface-playing-Alfred.

Speaking of Clayface, it was nice to get a "real" villain in the show again, but I felt like it was all a bit muddier than it had to be, and there were several things that were suggested and dropped, like if Chris Cassius was meant to be an actor or not, and what his dad's powers were, or even which Clayface he was supposed to be.

Having his son fight Batman's daughter really accentuated the feel of Birds of Prey as Batman: The Next Generation, which is something they haven't really indulged in too heavily previously, but certainly suggests a direction for future seasons that, um, never happened.

Okay so Dinah's all trained as a crime-fighter who sometimes has psychic powers and sometimes doesn't, Barbara and Helena have shared their secret identities and kisses with their romantic interests, and Harley Quinn finally knows the identity of the woman who thwarted some of her earlier, goofier plans to take over the city, and it's someone who has been right under her nose. Things certainly seem to be wrapping up, which is good news, as there is but one episode left of Birds of Prey.


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