Basil Karlo is an actor who suffered a serious accident that scarred his looks. He gets a clay substance from crime boss The Penguin, which allows him to change the shape of his face. Soon he learns that a remake of a movie he starred in is happening, and uses his abilities to cause a murder spree among the cast of the film. Now Batman, along with his new youthful Ward, Dick Grayson, must stop the disgraced actor, and maybe even stop the Penguin.