"Inqueling" is the third episode of the third season of Batman Beyond. It depicts the reappearance of Inque. After resurfacing from her last bout with Batman, Inque continues her work sabotaging projects for big businesses. After succeeding in a job, she is betrayed by her employer and gravely wounded. In order to escape capture and eventual death, she goes to the one person she thinks she can trust: her daughter.
Out at Shimano Space Center a small group of people prepare to launch a satellite into space. Winchell, the company owner, is concerned as the satellite is worth a billion dollars. Outside, Inque emerges from the ground and sets to work destroying the rocket.
Nearby, Batman flies out in patrol over Gotham and notices the trouble. He goes in to investigate and finds Inque. He quickly tries tp capture Inque by bathing her in liquid Carbon Dioxide but she balls herself up and vibrates, shattering the ice. She then goes on the offensive and conceals Batman in her body. Batman, however, was also prepared and activates an electrical field over his suit thereby forcing Inque off of him. Nevertheless, Inque manages to knock the rocket over and it launches over the ground eventually hitting a truck of petroleum. The rocket is completely destroyed in the explosion.
After his failure, Terry goes to Max and tells her that he needs her to research Winchell, and see who his competitors were. Max suggests calling up Bruce but Terry refuses saying that in his past two fights with Inque, Bruce had to put his life on the line to capture her. He doesn't want to have to rely on Bruce again and insists he'll catch her himself this time.
Meanwhile, Winchell tells someone over the phone that the project has to be scrapped and it's a big loss. Inque arrives and points out that it's only a loss until he gets paid by his insurance company, which will gain him a profit. She gives Winchell a card to route her cut of the profit to her account and he sits down to his computer. However, before he sets the transfer, he pulls out a gun and blasts her with it deciding that he'd rather keep all the money for himself. Inque is unable to evade his attacks and is gravely injured. Winchell tells her that it's a particle destabilizer and that no substance is impervious to its effects. However, before he can kill her, Inque leaps out the window and escapes. Winchell is unconcerned, thinking he's already hurt her too badly to survive.
Elsewhere, a repo man starts to tow a car away but the car's owner, Deanna Clay, runs out and insists that she can pay her balance. She hands him a number of credit cards and all of them are over limit. Finally, she gives him a credit card that she claims is brand new. The balance is paid and the repo man releases her car, also giving her the number for a credit counseling service, saying, "you've got a problem, lady." Deanna tosses the card away and goes back into her apartment. Unbeknownst to her, Inque is watching and sneaks into her apartment. Inside the apartment, Deanna talks to someone over the phone and successfully negotiates her way out of paying another debt - by incurring yet another debt to someone else. Inque arrives and Deanna tries to run, but Inque stops her and reveals her human face, showing that she's Deanna's mother.
Now laying down, Inque explains to Deanna why she abandoned her: Inque was young, and the police were after her. Feeling she had to run and couldn't keep her daughter, she left Deanna with some guardians, but always made sure to send her money thereafter to keep her in comfort. When Deanna asks why she allowed herself to a become a shape-shifting mutant, Inque says her new abilities allowed her to earn "more money than you could ever imagine."
Back at school Terry almost has to blow off another date with Dana but decides he'll make time. Max arrives and signals to Terry that she has the information and he heads out to see her. Max explains that no one was competing with Shimano on the project, so Terry decides that he'll have to investigate Winchell himself and heads off. Dana catches up with Max and already knows that Terry can't go to his date. However, Dana isn't mad since she's figured out, "what's really going on."
Back at Deanna's apartment, Inque's condition grows steadily worse. Deanna arrives and starts to ask for more money but Inque has other things on her mind. Inque asks Deanna to get more chemicals for a revitalizing mutagen shot. Deanna is uncertain, since she has never stolen before, but Inque talks her into it. Deanna suggests renting a car to go to the lab so her own can't be traced, only she has no cash for it. Inque readily agrees, and offers to transfer some creds into Deanna's account, but she's too weak to do it herself, so Deanna offers to do it for her, calling her "Mother" for the first time.
Back at the Shimano building, Batman sneaks into Winchell's office. Finding black spots all over the wall he takes a sample and identifies them as remnants of Inque. Winchell arrives, and Batman confronts him. Winchell calls in his security force, which starts shooting. Using a smoke bomb, Batman manages to disable the guards. Winchell grabs his particle destabilizer and opens fire. Batman easily evades the blasts and captures Winchell - who awakes a short time later to find himself dangling over the side of the building from Batman's grip. When asked, Winchell swears he doesn't know where Inque is or how to find her, but he gives her the numbers for the accounts he transferred Inque's payment to.
Knowing that Inque is wounded, Batman heads off to stake out the mutagenics lab, while Max checks out the account information. As he waits, he asks how mad Dana is about him breaking their date. Max repeats what Dana said, and Terry is worried that she's figured out his secret, but Max tells him he's on the wrong track: Dana believes that he now sees Bruce as a father figure, since Terry's own was killed.
Max discovers the recent transfers into Deanna's account and learns her address. Batman goes to Deanna's apartment and nearly succeeds in capturing Inque, but Deanna stops him and gives injects her mother with the mutagen. Rejuvenated, Inque attacks Batman with renewed strength and hurls him out the window. Though Batman gives it his best effort and even manages to surprise Inque a few times, he's still defeated when Inque drops a cement truck on him.
Inque holds him helpless and is about to kill him, when suddenly her body starts to dissolve and evaporate.Deanna appears and coolly explains that she tainted the mutagen with a solvent, which is causing Inque to break up. Now that Deanna has her mother's account numbers - "and you're right, Mother, it is more money than I'd ever imagined" - she doesn't need Inque anymore. Inque, appalled, asks how her own daughter could betray her, to which Deanna replies that Inque never was a real mother to her. Before long, Inque is gone.
A short time later, Deanna sits on the new veranda beside the new swimming pool outside her new mansion, sipping a drink brought to her by her new butler. Her sunbathing is interrupted by Batman, who tells her that the police have not managed to find Inque's residue. Deanna shrugs this off, saying Inque is dead. Batman responds, "she's been dead before" and leaves.
After he's gone, Deanna looks at the black spots on the surface of the pool, and the shadows cast by the garden plants, and no longer feels safe. On the wall behind her, one of the shadows shifts into an angry eye.
- Bruce is out of town, visiting a mentor from the years he spent training to be Batman.
- Batman reminds Inque that the last he saw her she was washed away in a storm. This took place in "Disappearing Inque."
- After being frozen by Batman, Inque manages to break free and then claims she has learned from their previous encounters. This refers to the episode "Black Out" in which Batman froze her with Mr. Freeze's gun.
- Likewise Batman had new circuitry installed on his suit that discharges electricity to prevent her from smothering him, as she attempted to do in both "Black Out" and "Disappearing Inque."
- Terry tells Max about the time Inque was in the Batcave ("Black Out") and when she escaped and he went after her, he was captured and Bruce had to rescue him, almost getting himself killed ("Disappearing Inque").
- It is unclear whether the eye that appears behind Deanna is Inque or a figment of her imagination; however, in the subsequent episode "The Call, Part I," as well as the episode "Epilogue" of Template:Jlu, it is confirmed that Inque survived.
- In the comics, Inque held no grudge against her daughter. When Deanna began suffering from the same disease Inque had before her mutation, she placed a bit of herself in Deanna's IV to help heal her.
- Deanna Clay's last name is a possible reference to Clayface, due to Inque sharing similar powers.
- Deanna obviously is greedy and a loner, since she lived alone in a big apartment.