Author's Note: After months of anticipation, I have returned with another chapter.

For this update, I will be going over the backstory of this fanfic's version of Clayface. I did my best to think it up, and I hope you all enjoy it.

Any and all comments are welcome.


FIVE YEARS AGO…

Mask Island was the East Blue's leading island in all things theatre. Some of the best actors from all across the quarter of the sea came from this very island. And among its citizens, there was one actor who had enough talent to become one of the greats. However, he had a very, very poor disadvantage standing in his way.

Within the Central Theater at the center of town, four judges were in the front row seats as they witnessed and observed a beautiful woman who stood at the center of the stage in front of them. A spotlight shined on her glistening her beauty even more. She faced the nearly-empty theater with a bit of choking up in her tone.

"Father? Are you there? Please, don't hide yourself from me. I know you fear to face me, but I fear not facing you even more. Understand that whatever form you take, I will always leave a place in my heart for you. So please, for the sake of my heart, come and face your daughter."

She bowed her head and closed her eyes sullenly.

The judges in the seat smiled and gave the girl a few proud claps. The girl finally broke her act and smiled at them before taking a bow.

"Well done, Yvonne."

"Splendid work."

"You really came a long way since acting school."

Yvonne raised her head and continued her smile. "Thank you."

"We'll contact you later to let you know if you have the part."

Yvonne nodded and left the stage. Once it was empty the judges looked at one another.

"What a talented girl."

"Oh, yeah. She's pretty much guaranteed to be our next leading lady."

"So who's next?"

The fourth judge looked over a clipboard, and his face fell. "It's… him again."

The judges all groaned in annoyance.

"He's actually doing it again?"

"Can't he take a hint?"

Another judge sighed. "Let's just get this over with. Who knows? Maybe he finally improved himself."

The judges waited until a young man walked up to the center of the stage. With the spotlight shining on him, the judges groaned again when they saw his appearance.

Despite his fancy attire and great posture, the judges' issue was his face. Looking past his red hair and thin beard, his face was FAR from perfect. His buck teeth stuck out of his lips, he had a large nose that was crooked, and his cheekbones and jawline were too visible.

"Hello again, everyone." the ugly man greeted. "My name is Basil Karlo, and I'm here to audition for the role of Marus DeCaine." He cleared his throat and was about to speak when one of the judges cut him off.

"Thank you, Mr. Karlo. We heard enough."

Basil looked over at the crowd in confusion. "But I wasn't finished. I wasn't even started."

Another judge sighed. "Basil, you have excellent acting skills. We won't deny that. But, like before, the issue is… well…"

"It's your face!" the third judge called out bluntly. "Your face has no place on the stage!"

"But that shouldn't matter." Basil said. "I have perfect acting skills. When I'm pretending to be someone else, no one is able to tell who I really am."

"Of course, they'll tell. Your face is a dead giveaway!"

"What we're trying to say is, we're sorry, but in this case, acting is not enough. Nor is it enough that your family is one of the island's greatest benefactors for our performing arts."

"I'm not here because of my family." Basil said in an almost desperate tone. "Please! Let me show you what I can do! I'll surprise you!"

"We're sorry. This matter is over. Next time, come back when you fix all…" The judge gestured his hand over Basil's face.

Basil sighed sadly before leaving the stage with his head hung. He headed straight to the door and headed outside where a chariot awaited him.

"Hagen, I'm ready to go home now." Basil said. He waited for a moment before realizing someone he was talking to was gone. "Hagen? Hagen, where'd you go?"

Basil looked around before he noticed a crowd of girls surrounding a man in a tuxedo. His face turned blank, and he headed over to the crowd.

"Hey, Hagen!" one girl greeted loudly and admirably.

"Glad to see you around!" another girl said.

"You're always the man we want to see!"

The man the women greeted chuckled. He had a perfectly sculpted head and a very handsome face along with jet black hair.

"Take it easy, ladies. I'm on duty."

"Yes, you are." Basil said getting the tuxedo man's attention.

"Oh. Master Basil." Hagen said clearing his throat and standing at attention. "Did you get the part?"

Basil sighed sadly. "No. I'm ready to go home now."

Hagen looked sympathetically. "All right. But first, we gotta stop by the market. I'm making salsa, and I just need some fresh tomatoes." He looked back at the girls. "Sorry to leave, ladies."

The girls all swooned while Hagen and Basil headed to their carriage.


Basil never cracked a smile while he was out of the carriage with Hagen. His butler stood in front of the tomato stand inspecting any of the fruit he found.

"Hagen, what is wrong with me?" Basil asked.

Hagen looked at his charge surprised by the question. "My boy, there's nothing wrong with you."

"Tell that to the theater council." Basil said. "They know my acting skills are superb, yet they treat me like an outsider for my appearance. Do you have any idea how unfair that is?"

"If the council won't let you into their plays, that's their problem." Hagen shrugged.

"But I still want to be in their plays." Basil said. "When my parents passed, I promised them that I'd be the greatest actor in the world. I just need my big break, my chance." He stopped when he saw a mirror hanging allowing him to look miserably at his horrid reflection. "But as long as I have this face, I'm stuck in the same place forever." His feelings became worse once the mirror in front of him cracked. "See what I mean. Man, if I had your looks, I'd have it all."

Hagen turned completely to Basil and placed his hand on his shoulder. "Master Basil, you shouldn't let the opinions of others keep you from being who you want to be. You're still the best actor I know. Don't see yourself the way other people see you. Just break expectations and stomp out their nays."

"Thanks, Hagen." Basil said, but his mind was still in doubt.

"Good talk." Hagen said before turning back to the tomatoes.

Basil decided to head back to the carriage to sit. He opened the door and was about to set foot inside when he heard a smacking sound followed by a yell.

"OW!"

"Keep your hands off that fruit!"

Basil turned and saw two men standing over an open crate. One man looked upset while the other was holding onto his hand in stinging pain. Inside the crate was a big, unusual-looking fruit with a brown, mud-like outer area.

"What? I just wanted a taste! I'm hungry!"

"You dunce! Do you know a Devil Fruit when you see one? I've got a very interested buyer coming over to pay for this at midnight tonight, and if anyone takes a bite out of it, it becomes worthless!"

"Okay. Sheesh."

Basil took another look at the Devil Fruit the two men were fighting over. He memorized its appearance feeling that there was something about it that drew him toward it. After a minute of looking, he headed back into the carriage where he waited for Hagen to finish his shopping.


That night, Basil couldn't sleep. He couldn't stop thinking about the brown Devil Fruit he encountered earlier. He was way too curious and decided to investigate.

After getting out of bed, he made his way across his mansion without running into anyone. He stopped at a library he had. Most of the books there were mostly about acting and the theater arts, but he wasn't looking for any of them. He was after a particular book.

Basil combed through the books until his eyes were fixed on a red book with the words "Devil Fruit Encyclopedia" written on the spine.

"There you are." he said taking the book from its shelf. "Not an easy acquisition, but it helps that my family helped build this town."

Basil walked over to a table and opened up the book. He turned on the lamp beside him so he could have a better look. He turned the pages noting the pictures of every known Devil Fruit documented on them. He stopped and gasped when he found a picture of the same Devil Fruit he found earlier. He proceeded to read the article beside it.

"'The Clay-Clay Fruit. Type: Logia. Whoever eats this Devil Fruit will be able to transform their body into clay. Though not very strong compared to other Logia-types, the Clay-Clay Fruit is said to be a very useful tool in the art of disguise as known consumers of the fruit have been known to use their clay bodies to…'" He gasped silently reading what's ahead before continuing "'…To change their appearance and look like someone else." That's when he smiled and formed a plan in his mind.


Basil quickly raced as fast as he could out of his mansion. He then traveled to the edge of Mask Island, near the market place where he first saw the Clay-Clay Fruit. It wasn't where he last saw it, so he had to look around. Eventually, he found the trader who he saw with the fruit. He was standing at the docks with a stack of boxes behind him.

Basil carefully sneaked over to the docks making sure no one spotted him. He stopped when he approached the boxes without the trader noticing him. He opened up the top box and peeked inside smiling as he found the Clay-Clay Fruit inside. He quietly picked it out of the box and tried to sneak away. However, as he turned, he accidentally made a creaking sound on the wooden boards beneath him. The sound caught the attention of the trader, who turned and saw Basil's back.

The trader gasped when he saw that the stranger (who's face he didn't see) was clutching onto his Devil Fruit. "Hey! Give that back!"

Basil couldn't turn back now. He had the Devil Fruit in his hands, and he wasn't willing to give it up. So he knocked over all the boxes in the trader's path and raced away from the dock without hesitation. The trader jumped over the boxes and gave chase. Basil continued to knock things behind him keeping his pursuer from following him.

After a while, Basil finally found a place to take cover and hide. He took in a few heavy breaths before glancing right back at the trail he just came from. Much to his disappointment, he was unable to shake off the trader, who was closing in on him from a distance. That didn't matter to him, though. He looked down at the Devil Fruit he was holding and took a deep breath.

"Well, down the hatch." he said before taking a big bite of the Clay-Clay Fruit. After consuming a huge chunk of it, he chewed a couple of bites before swallowing it. He then held his tongue out in disgust. "Yuck! That's disgusting! Well, let's hope this works!"

Basil tossed the remains of the fruit aside and concentrated. He didn't know how the Devil Fruit worked, but this was his only chance to get away with it. So he concentrated trying to force the powers to work.

The trader came around to where Basil was hiding. He looked around and spotted a little girl in a pink dress crying in front of him. She looked up at the trader surprising him with tears in her eyes.

"Please, sir. Help me. A scary man scared me. He was holding an orange ball."

The trader knelt down and patted the girl's blonde hair. "It's okay, little one. Where'd he go? I need to get what he stole back."

"He went that way." the girl said pointing up a nearby hill.

"Thank you. And go back home. It's too dangerous for a little girl." The trader ran past the girl and headed up a hill.

Once the trader was gone, the girl's tears became dry and she smiled seeing him flee. Her whole body then began to change. Her skin melted into a brown clay element, and she grew to an ineffable blob that then transformed back into Basil Karlo, who smiled gazing at himself.

"It worked! It so worked!" Basil cheered. "This is everything I ever wanted! With this, my ugly days are behind me!"

With a chipper smile on his face, Basil fled the marketplace and headed back to his home. Unbeknownst to him, a large ship appeared from the horizon approaching Mask Island.


At the very first shine of dawn, Hagen woke up and proceeded to raise himself straight out of his bed. He stretched and did his morning exercise before dressing in his butler uniform and leaving his room. When he came to the dining room, however, he was stunned in his tracks to see a man already sitting at the table.

There was an older gentleman with black hair and a mustache sitting at the far end of the table. He wore a black-tie suit.

"Good morning, Hagen. What's for breakfast?"

"M… Master Karlo?" Hagen asked in disbelief. "But… how? You're dead! I buried…"

Just then, the man broke out into laughter. Hagen looked in confusion before he watched as he melted down into clay before changing back into Basil.

"I'm so, so, SO sorry, Hagen! But I just couldn't resist!" Basil laughed.

"Master Basil?" Hagen asked even more confused. "But… How?"

"Just a little something I picked up last night." Basil said patting his stomach. "It's called the Clay-Clay Fruit, a Devil Fruit which can turn my body into clay. I can mold myself to look like anyone or anything I want. Pretty cool, right?"

"You… You ate a Devil Fruit?" Hagen asked surprised. "Master Basil, don't you know anything about Devil Fruit? Despite their potential for power, they come at a big drawback. For the rest of your life, you will be unable to swim."

"I know that." Basil said. "But think about it. This is my big chance. For too long, I've been outcasted because of my face. Now…" His face suddenly changed. He removed his buck teeth, crooked nose, and visible bones in his face. "Now, I can take on any appearance I want. I can finally be accepted into the theater! So I can't swim. Seems like a small price to pay for having my dream come true. My only hiccup, though, is the fact that I have to concentrate to keep from turning back into my ugly self. Still, I can manage."

"Oh, Master Basil," Hagen sighed. "I think you should…"

Suddenly, their conversation was stopped when they heard a distant sound of a loud alarm resonating from the town outside.

"What is that?" Basil asked.

"That's the town alarm?" Hagen asked in worry. "Let's go!"

Basil and Hagen raced outside the mansion and watched in horror seeing their own town in flames. Buildings were on fire. Homes were being destroyed. Even the Central Theatre was coming down in fiery ruins. Among the town, hundreds of people were heard screaming for their lives.

And the cause of this disaster: a ship. Off the shores of Mask Island, a white Marine ship sailed around firing their cannons at the town. They weren't letting anyone off or showing any mercy.

"Marines?" Basil asked horrified by what he was seeing. "But why?"

Hagen reached into his jacket and pulled out a pair of opera glasses to see through them just as the Marine ship docked at the outer area of Mask Island. As soon as he saw who was running out of the ship, he was even more terrified.

"They're not Marines, Master Basil. They're pirates." Hagen said. "Come! We must leave, now!" He turned to return to the mansion.

"Pirates?" Basil asked following his butler into his home. "What are pirates doing sailing a Marine ship?"

"That's not just any pirate! That's the underhanded Don Kreig!" Hagen explained. "I've heard tales of his dirty tricks, how he sails a Navy ship to lower their targets' defenses before attacking them! And now, he's here! Now, please, Master Basil, we gotta hide! There's a…"

BOOM!

A huge explosion knocked both Basil and Hagen off their feet. They slid along the floor before they saw their doorway blown to pieces, and several pirates ran in quickly surrounding the two. The two men lost their chance to escape, and they felt helpless when the armored pirate captain marched out with a nasty snarl across his face.

"Which one of you is the master of this house?" he asked in a hissing tone.

Basil was too alarmed to speak. He had never seen a real life pirate before. Unfortunately, Hagen spoke up on his behalf.

"I am. It's me." Basil was surprised to see his butler speak up. "You can do what you want to me. But let this young man go. He is but a servant."

Don Kreig looked over at Basil and stared hard. "He dresses pretty well for a servant. But it doesn't matter to me. For now…"

Don Kreig suddenly shot his armored boot right into Hagen's face. The impact left him flying backwards.

"HAGEN!" Basil shouted. He tried to get up, but the other pirates kept him from getting up.

"Hagen, huh?" Don Kreig asked. "A bit informal for a servant to his master, right? That means…" He turned again and proceeded to stomp on Hagen repeatedly. "Not only did you make demands of me, you also lied to me! You stupid, undeserving, lowly!"

"LEAVE HIM ALONE!" Basil shouted.

Suddenly, just as Basil reached out his arm to stop the beatdown, it grew and extended into a string of mud that grabbed Don Kreig's shoulder. The pirate captain stopped beating on Hagen and looked back at Basil. He gave a devilish grin as he saw the clay.

"So it was you." Don Kreig said knocking the clay arm off his shoulder. He then stepped closer to the actor. "You are the one who stole my Clay-Clay Fruit."

"YOUR Clay-Clay Fruit?" Basil asked.

"Yes. I was supposed to meet a trader who promised to give it to me in exchange for a huge sum of money. But right when I met him last night, he claimed that the Devil Fruit was stolen. And now, it looks like I found the thief."

Basil was lost in his breath. He suddenly realized that Don Kreig was attacking his island, his home, his own caregiver… because of him. His stomach started turning at the mere idea that this whole mess was his fault.

"Please…" Hagen pleaded with a rasping breath. "Let him go…"

Don Kreig growled and kicked Hagen in the gut. "Even now, you continue to make demands! Like you're actually worth my time!"

"STOP!" Basil begged with tears in his eyes. "TAKE ME! I'M THE ONE YOU WANT!"

Don Kreig looked back and approached Basil. He proceeded to step on his head pressing it hard to the floor.

"Oh, you are, all right." Don Kreig said. He reached his waist and pulled out a gun. "You see, the Clay-Clay Fruit is the perfect Devil Fruit for a clever man like me. But the problem with Devil Fruits is, there can only be one of each kind. Meaning there is only one Clay-Clay Fruit which you just ate. But a funny thing: Devil Fruits can revert to their fruit form somewhere else right after the user dies. So if I want another chance to get it back…" He aimed the gun right to Basil's head. "I'm going to have to end your life. So I kill you, destroy the rest of your puny island, and hope that I find the Clay-Clay Fruit again in the future. So… bye-bye."

He pulled the trigger, but something made him miss. Hagen managed to jump on the pirate captain and hung on tightly.

"GO, MASTER BASIL! RUN!"

"GET OFF ME!" Don Kreig shouted. He managed to grab Hagen's arm and throw him across the room. He then ran over and continued to beat him down continuously. "YOU LOWLY, MISERABLE, PIECE OF SHIT WHO DOESN'T KNOW HIS PLACE!"

"Please… stop!" Basil cried out desperately, but Don Kreig wouldn't listen. He just continued to beat on Hagen mercilessly. "Leave him alone!" He looked on ahead seeing the life slowly draining from his confidant's eyes. "I SAID… STOOOOOOOP!"

Without any warning, Basil grew his entire body. Everyone was surprised when he took a form that didn't look human. Even Don Kreig was frightened when he saw the actor morph into a massive clay monster who roared around and shot his arms everywhere. He grabbed onto the pirates and swing them around knocking them into each other. He finally stopped when he fired a strong punch right to Don Kreig's face sending him out of the window and landing him outside.

When Basil was done, he let out a few heavy breaths in his monstrous form before reverting back to his original form. He looked around seeing the pirates laying unconscious around him.

"Did I do that?" Basil asked right before remembering his butler. "Hagen!" He rushed over to turn him over finding him all bloodied and just an inch away from death. "We gotta get out of here! We gotta get you help!"

Hagen coughed before whispering softly. "Your… parents'… room. There's a… saferoom."

"A saferoom?" Basil asked before taking his friend over his shoulder. He carried him over and hurried as fast as he could up the stairs.

Once he reached the top, he turned left and went right into the fancy bedroom that belonged to his late parents. There was a large bed and a couple of huge bookshelves.

"What now?" Basil asked.

"Green… book…" Hagen said wearily pointing over to the bookshelf.

Basil headed to the bookshelf with Hagen's arm hung around him. He pulled on a green book and heard a clicking sound. That's when the bookshelf shifted revealing a doorway to an empty room. He looked on inside and found a few shelves of emergency food, a couple of chairs, and even a transponder snail. Once he was inside, the door closed behind him automatically, and he gently rested Hagen on a shelf.

"You rest up. Take care of yourself while I call for help." Basil said before heading to the transponder snail. He made the request and waited until he heard a voice.

"Hello? This is Captain Smoker of the Marines. Who is this?"

"Captain! Thank you!" Basil shouted hurriedly. "You have to help us! I'm calling from Mask Island, the island of theater! We're under attack by pirates!"

"Okay, sir. I get you. Now, are you safe?"

"Yes, but the pirates are relentless! They're led by this psychopath named Don Kreig!"

"Don Kreig? Are you sure?"

"Positive! You gotta send help please! And a doctor! My friend is badly hurt! And don't be fooled! He's got a Navy ship!"

"All right. I'll dispatch a team and send a ship to your island. In the meantime, keep your head down."

"Thank you, captain." Basil said before hanging up. He then turned to Hagen and approached him as he started to fade. "Hagen! It's okay. Just hang on. The marines are on their way and…"

"No…" Hagen said weakly. "I'm sorry, Master Basil… but I can't go on."

Basil's face fell. "No. No, don't say that! You can't die! Please!" His eyes teared up and he leaned close to his damaged friend. "I'm sorry. This is all my fault. If I hadn't eaten that stupid fruit, you…"

"Don't…" Hagen said using all his strength to raise Basil's face to look at him. "Don't blame yourself. You just want your dream realized. And the last thing I want is for you to blame yourself just for having a dream. You want to be the world's greatest actor? Well, now you can be."

"But… But losing you… It's not worth it. I can't lose a friend over this."

"Master Basil, I am never gone. I will always be with you. All I ask for is that you continue to follow your dream, but never forget who you are. You may have the ability to be whoever you are, but never forget this. You… are… Basil Karlo. The world's greatest actor. Show them. Break expectations. Force them to see you if you must. Give a performance that'll shake the world. Only then can your name go down in infamy. Promise me, Master Basil. Promise me you'll follow your dream."

"I…" Basil struggled to say past all the sadness and misery he was feeling. He soon built himself up and finally spoke. "I promise."

Hagen gave a forced smile through his damaged face. "I know… that you'll do… what's right…" With that, his hand finally fell, and his head hung to its side.

Basil watched horridly as the life left Hagen's body. He fell to his knees and shed a multitude of tears from his eyes. After a minute, he finally stood and looked at his dead friend one more time before picturing him in his mind.

Slowly, his body changed. His appearance was altered until he became a different man. Once he resculpted himself, he bore a perfect image of his late butler and friend. And with his body brutalized, no one would know the difference.

"I'll make sure you're there with me when I become the world's greatest actor, Hagen." Basil said brushing his new, blonde hair. "I promise, I won't let you down."


PRESENT DAY…

Basil (still resembling Hagen) looked up at Don Kreig as he aimed his arm cannon right at him.

"I don't know how you disappeared from us," Don Kreig hissed, "But we had to leave thanks to those insufferable marines. But I always knew you were alive, and it looks like I finally get my…"

"HEY, YOU!" Luffy shouted. He stretched out his arm and struck Don Kreig in the face. "Get away from that man!"

"I got him!" Harley shouted from the second story balcony of the Baratie. She had a rope which she held like a lasso and threw it over to Basil. "Grab ahold!"

Basil did as he was told and gripped tightly at Harley's rope. The clown girl then pulled hard yanking Basil over to the wall of the Baratie. However, he lost his grip and let go of the rope. He would have hit the water is he hadn't grabbed onto one of the ship's window frame. He held on trying not to slip.

"Hold on! I got you!" Harley yelled. She pulled out her metal bat and hung it over the railing just within Basil's reach. "Grab my bat!"

Basil nodded and grabbed Harley's seastone bat. Suddenly, he felt weak and began to change involuntarily. Thankfully, it didn't matter because before he could let go, Harley yanked him over the railing and tossed him over to the balcony with her.

"Phew. Thank goodness. Any second longer and you would've been…"

Harley stopped when he saw the state Basil fell into once he grabbed onto her bat. His body started to melt until he changed right back into his ugly, original form again right before her very eyes. She stared shockingly at him.

"Well… I did not see that coming."