The Batman Cartoon Series

Black Mask is imprisoned at Arkham Asylum and the doctors are trying to remove his mask to see what lies beneath. Black Mask boasts that he will escape, and a shadowy figure appears out of the darkness and knocks out the guards and doctors. Black Mask slips out through the window and into the river, where he swims to where his men are waiting for him. His rescuer, the Shadow Thief, is also waiting for him. Batman and Robin examine the Arkham security tapes and identify the Shadow Thief, and Batman figures that the two villains have something big planned. The Shadow Thief breaks into the Gotham Museum and tries to steal a meteorite from the home planet of Justice League member Hawkman. He inadvertently sets off an alarm and Black Mask arrives to chastise him for screwing up. The police respond to the alarm, but Black Mask's henchman Number One and his minions hold them off. Batman and Robin also respond to the alarm and battle Black Mask's thugs, but are powerless against the Shadow Thief, who can touch them but can't be touched. Hawkman arrives and manages to score a hit on the Shadow Thief, but Black Mask and the others make their escape. Shadow Thief notices them leaving so he hops in. Batman and Robin go after them in the Batmobile while Hawkman pursues from the air. Black Mask's men snare Hawkman with a net and the Shadow Thief leaps onto the Batmobile, with his shadow body blocking the windshield. Batman misses the next turn and goes off a cliff, but Hawkman frees himself and catches them just in time. The heroes go back to the Batcave and Hawkman reveals that the Shadow Thief is Carl Sands, who uses a dimensiometer strapped to his wrist to go from shadow to solid and back at will. He also identifies the meteorite as containing Nth metal, the same substance Hawkman uses to negate gravity and fly. At his headquarters, Black Mask is extracting the Nth metal from the meteorite and merges it with a chemical substance, allowing him to spray it on anything and cause it to float into the air. When Number One questions him, Black Mask treats him to a demonstration and boasts of how he plans to rob the Gotham Gem Depository. He then lets Number One float off into the sky and appoints the next ranking henchman, a woman, as his new Number One. The Shadow Thief is irritated that he wasn't chosen but then boasts that he has plans for the heroes. Batman gets an anonymous tip that the Shadow Thief has been spotted. The heroes go to investigate and find the villain spraying the railroad tracks with the Nth metal compound. The train hits the tracks and its wheels are covered with the substance. It floats up into the air then Shadow Thief leaves while the heroes deal with it before it floats into orbit. The Thief meets with Black Mask and his agents, who spray the base of the gem depository with the Nth metal. It breaks away from its foundation and floats up into the air, and Black Mask follows it in a helicopter, then "boards" it and captures the guards. Hawkman manages to slow the train's ascent long enough for Batman to hook it with a line from the Batmobile and pull it down to Earth. Hawkman breaks the wheels and puts the train down safely. They realize that they've been distracted and Hawkman lifts them up to the gem depository. Hawkman takes on the helicopter while Batman and Robin go after Black Mask and the Shadow Thief. The Thief sprays Robin with the Nth metal and he floats up into the sky, where Hawkman catches him and returns him to the depository. Batman nails the Shadow Thief's dimensiometer with a Batarang, destroying it and shifting him into solid form where he's helpless. Hawkman then takes out the helicopter, which slams into the building and knocks the Nth metal off the foundation. The building starts to plummet to earth, while Robin helps take out Black Mask and the others by fighting upside down from the ceiling. Hawkman grabs a cable and pulls it enough so that it misses the city and lands in the bay. The heroes take their respective villains into custody and Gotham now has a new water attraction. Next morning, the duo is watching the news, then Dick heads out to go swim at the new attraction.

The episode begins with Penguin watching a spy movie. One of the characters mentions that teamwork is the "blueprint" for success. Penguin, agreeing with the statement, begins to assemble his own team to take down Batman once and for all. The setting transfers to show Bane robbing a bank. Batgirl arrives first at the scene, followed by Batman, and then finally Robin. Batman tells Robin to follow a certain tactic, but, to spite Batgirl, he follows his own technique. Bane quickly grabs both the boy wonder and Batgirl, leaving Batman to shoot a taser with electric cables at Bane's Venom supply and shock him into unconsciousness. Meanwhile, Penguin talks with his assembled team: Killer Croc, Rag Doll, and Firefly. They had sent a request to Bane but, due to his capture at the bank, it is obvious he's out. Team Penguin also sent requests to the Joker, Mr. Freeze, and Riddler, but those villains rejected the team, too. Suddenly, a new villain, Killer Moth, walks in and auditions for the team. Although he is an awesome villain and disgusting, he is a gigantic fan of the Penguin and a great lackey. In the Batcave, Robin practices his fighting on a robot while Batman researches Penguin's new gang. The scene switches to an unknown warehouse where Killer Croc swims through the sewers. As he pops out of the water, he notices two security guards whom he immediately strikes with his tail. Then, Rag Doll hops out of Croc's backpack and into a small window in one buildings. Rag Doll climbs through the window and finds the security guard watching the cameras. Rag Doll knocks him out with one punch. With the security disabled, Penguin, Firefly, and Killer Moth are able to enter. Firefly cuts through the metal of one of the warehouses and finds a supply of chemicals which Penguin says is what they were there for. Just as he says that, he notices the Bat Signal shining in the sky knowing the Bat family will be attacking them. Batman and Robin quickly arrive at the scene with Penguin and Killer Moth waiting for them. Robin begins to beat down penguin for calling him a "lackey." Batgirl then arrives and mocks Grayson's energy. Suddenly, the rest of Team Penguin arrives and begins to attack Team Batman. The fight continues with Batgirl and Robin getting in each others' ways. But, Team Penguin becomes victorious as Team Batman becomes trapped under several barrels. Penguin cuts the gasoline valves and allows Firefly to set the gas on fire. Salvation looks bleak for the heroes. Thankfully, Batman uses a handheld jet to shoot the barrel trapping him off of him. Rushing, he rescues Robin and Batgirl as well. The heroes run off the Batmobile as the warehouse explodes. In the Penguin's ice-cream truck, the villains are celebrating their victory. Rag Doll suggests changing the team name to "Villains United" to which Penguin comically rejects. In the Batmobile, Robin and Batgirl continue to criticize each other. Batman tells the children that Penguin doesn't realize that he's stolen a highly dangerous chemical and that his team is in danger. The team heads to "the hideout" which Gordon is surprise that Grayson knows about. Batgirl sarcastically says to tell the new sidekick Batman's secret identity, too, but she finds out, Robin knows that as well. The heroes go to a cave and Batman begins taking off his suit. Batgirl is surprised to know that her partner is Bruce Wayne! She then deduces that her new rival, Robin, is Dick Grayson. Disappointed that his secret has been given up, Grayson demands to know Batgirls secret identity. Gordon refuses, saying she wants to play up the role of "hero," but Wayne has no time for games and casually says she's Barbara Gordon. Robin laughs at her as she takes off her mask as well. Now, Team Penguin has a new mission. Break into the building belonging to millionaire Robert Howard. Firefly mentions how he tried to get in once but breaking into that building is impossible. Penguin seems sure they can get in, since they have a top-notch team. He tells them his plan: disable the security, use the chemical they stole to burn down the door to the vault, and take the ruby-encrusted penguin! Croc, Firefly, and Rag Doll are disappointed that all their work is for a stupid bird. Penguin says next time they can steal an alligator or something. Now they just have to wait for Killer Moth with the chemicals. Killer Moth had stopped to buy coffee and donuts, but just as Batman predicted, at room temperature the producer begins to release a series of chemical vapors that cause the Moth to cough... but it affects the moths that go with it, the vapors irradiate them and they fall dead on his arm, penetrating him and merging with his DNA. But Moth, too focused on driving and gasping for breath, doesn't notice. The van begins to drift as the sound of Moth's coughing becomes less human. In the Batcave, Robin and Batgirl practice as they brag about their past achievements to each other. Wayne is trying to figure out what Penguin plans to do with the universal solvent chemical. The alarm starts ringing. They found the Penguin at Howard's mansion. They're on their way. Back with Team Penguin, Killer Moth arrives, driving like a maniac. Penguins opens the back of the truck to find a disgusting cocoon that they assume is Killer Moth. Penguin sarcastically suggests they buy him a wreath. Killer Croc is done with the team, he says. And walks away frustrated. Penguin doesn't mind, after all, more for the rest of them. Rag Doll and Firefly decide to walk away, too. Cobblepot's off his nut! Just then, the cocoon breaks open to expose a completely mutated Killer Moth. He is now a gigantic real moth. Walker doesn't notice the change at first until he looks at his reflection in the window. He demands respect from the other villains but says that Penguin is still their leader. Croc, Firefly, and Rag Doll, terrified of the new Killer Moth, happily rejoin the team. Penguin demands Croc to take the chemicals out of the back of the van. Jones is discouraged to do it, seeing the transformation Moth has gone through. Luckily, Firefly notes that Moth's saliva is just as corrosive as the chemical. They can just use him. Batman then arrives at the scene with Robin and Batgirl. Their second fight ensues, but Penguin has a different idea for Killer Moth. Moth and Penguin should ditch the other three and get the ruby-encrusted penguin themselves. Killer Moth seems alright with that idea and has Cobblepot jump on his back. The newly transformed Walker burns a hole into the mansion using his spit as the others fight. In the fight, Batgirl defeats Firefly, Robin defeats Rag Doll, and Batman defeats Killer Croc. Now they just have to find the last of Team Penguin. Just as planned, Penguin finds the treasure in the safe and has Killer Moth rush them out. Unfortunately for him, Batman sees them and uses the batclaw to drag Penguin off of Moth. Batman fights the Penguin and the sidekicks fight Killer Moth. Just as Cobblepot is about to slice Batman with his umbrella blade, the sidekicks come riding an out-of-control Killer Moth who crashes into Penguin and breaks the roof their on. They were standing on top of the movie theater Penguin was in at the beginning of the episode and the same spy movie is playing. As he is about to pass out, he mumbles a quote just as one of the characters in the movie does. The GCPD helicopter takes away Killer Moth. Robin and Batgirl begin to compliment each other on their teamwork when they see Wayne smile at their change of hearts for each other. Realizing they are getting along, they begin to insult each other again as they swing off into the night.

Spellbinder, a three-eyed mystic, with the ability to induce both hypnosis and visions, sets his sights on stealing the valuable Eye of Sarkana – mesmerizing Alfred to be his personal thief. It soon becomes clear that Bruce's secret identity is at risk.

Bennett is horrified when he begins to suddenly mutate into a putty-like monster in his own home, not only able to comprehend what is happening, but being perceived as a monster that the media dubs as "Clayface". As he tries to adapt to his situation, he slowly pushes away Bruce and Yin, who begin to get suspicious. When Bennett goes after Rojas, blaming him for his transformation, Batman deduces that he was exposed to Joker's chemical spray, which mutated his cells, and that his torture at their hands has badly damaged his sanity. As he works to prevent the situation worsening, Yin slowly begins to learn just how important he is to Gotham's protection.