Tim Burton began production on the sequel to his blockbusting superhero film in 1991. He wasn't keen on the idea of a sequel at first, since he didn't feel as close to Batman as his other films. However, his initial reluctance was overcome when Warner Bros., eager to bring him back into the fold, gave him carte blanche to make the sequel his way. This time Burton decided to film the production in L.A. rather than reuse the sets that had been kept at Pinewood. His reported reasons for this were to give the film a different feel and so he could use more American actors that he liked.

Burton wanted to resist making the typical sequel in nearly every way, including not having a number two in the title. As he said in the introduction to the making of book, "Batman Returns is not really a sequel to Batman. It doesn't pick up where the first film left off . . . The point was to make it all feel fresh and new."

To aid him in this, Burton replaced the original film's screenwriter, Sam Hamm (who would still receive a story credit), with Daniel Waters - best know for scripting the superb black comedy, Heathers (1989). Waters script was so bizarre and out there it later required "normalising" by another writer, Wesley Strick.

Michael Keaton was now well established in his role as Batman, so all the attention was on the casting of the villains. It was no surprise that Danny DeVito was the first choice for the Penguin, but there were some problems with the casting of the third main character, Catwoman. Annette Bening was originally cast in the role, but when she became pregnant she had to bow out of the film.

Pretty much every actress in her 20's or 30's wanted the role. One actress who felt she was perfect was Sean Young, especially as she had lost the role of Vicki Vale in the first film. She famously snuck onto the lot in a homemade Catwoman costume to try and audition for Burton. While she didn't find Burton (there are rumours he hid under a desk) she did find Keaton and producer Mark Canton and announced, "I am Catwoman", before being ejected.

Young later went on the Joan Rivers Show in costume to talk about the incident and demand an audition. Not surprisingly, her request was not met, and Michelle Pfeiffer (who had been a fan of Catwoman since she was young) was cast in the role instead.

Robin was once again a victim of last minutes cuts. His character, played by the young Marlon Wayans, was to be introduced as a mechanic who helps Batman in the last act. However, these scenes were abandoned before shooting as the film was already overcrowded.

The production went fairly smoothly though studio secrecy meant the characters, especially the Penguin, had to be constantly hidden from prying eyes. Burton couldn't help being amused at everything the actors had to go through, especially their uncomfortable makeup and costumes. The hype for Batman Returns was slightly less extreme than for the first film, but audiences still eagerly awaited Burton's tale of The Bat, The Cat and the Penguin.

Batman Returns was the first Burton film to feature a pre-credits sequence. The Penguin's birth is depicted in a stunning sequence that, aside from Danny Elfman's lush score, is almost silent.

The baby Penguin grabbing a cat and pulling it into his crib/cage foreshadows the future relationship between him and Catwoman.

As the unfortunate infant is thrown into the sewer, the main titles appear. The title unfolds like a pair of batwings as a swarm of bats fly into the camera. The baby carriage's travel through the sewer tunnels is played like an epic journey, before it finally comes to a rest at the feet of several real penguins. The sequence is so perfectly realised and takes the viewer so deeply into Burton's world that it's easy to forgive the rather perfunctory scenes that follow.

The early scenes of Batman Returns, while stylish and not without wit, feel rather flat. Burton is clearly setting up the plot and characters for greater things, but the scenes lack spark. When Selina realises she's forgotten to give Shreck his speech at the beginning there's a shot of various pictures on the wall featuring Shreck with real life celebrities, including Sammy Davis, Jr.

Things improve once the Penguin launches his attack on Gotham, causing Batman to be alerted (guess they only call him for the really weird criminals).
The opening action sequence is chaotic with some hellish imagery (such as Gothamites on fire) but it's not as exciting as it could have been.

When we see Bruce Wayne sitting in his dark study waiting for the signal, it's almost as if he no longer has any life outside of Batman.

With the first action sequence out of the way, the characters are drawn together as Burton weaves a dark fairytale about a group of animalistic freaks running amok in Gotham City.  

The chilly location of Artic World is the perfect setting for the nefarious meeting between Shreck and Penguin. When the camera flies through the spectacular miniature of Artic World it travels through a tiny gap in the gate. The top of the gate was actually computer generated, which meant this previously impossible shot could be done in one take.

The creation of Catwoman is undoubtedly one of the highlights of the film. The scene where Max Shreck toys with his secretary, Selina Kyle, after she finds out about his crooked dealings is a brilliant mix of humour and menace. Shreck convinces her he is going to kill her and then laughs it off. Then he decides to push her out the window anyway, in a genuinely shocking moment.    

The sequence that follows, like the birth of the Penguin, is played almost entirely without dialogue, and is all the stronger for it. Selina is raised from the dead by a pack of alley cats and returns to her apartment, where she promptly flies into a rage and trashes everything cute in her apartment (after a message on her phone suggests she get Gotham Lady Perfume to impress her boss).

She makes her costume and the sequence ends with her declaring, "I feel so much yummier". The neon sign in Selina's apartment originally reads "Hello there" but after her transformation is broken so that it reads, "Hell here".

The scene is Burton at his finest, and the people who complained there was no logical reason for Selina becoming Catwoman are missing the point.

Like Edward being made out of a robot with a cookie heart, it's a fairytale origin, not one that’s meant to be taken literally.
There's a goof in the film where the Penguin visits his parent's graves and brushes past a tombstone that wobbles like cardboard. An unintentional mistake or Ed Wood homage? You decide.

As Catwoman joins the menagerie the characters begin their struggle to earn either acceptance from Gotham or gain power over it. In the case of Batman, he has to prove his innocence after he is framed for the murder of the Ice Princess (the rather dim police and public of Gotham turn against him very quickly despite all the good he's done). The Penguin, who runs for mayor at Shreck’s urging, briefly seems genuine in his desire to be loved.

Catwoman, meanwhile, is just as tough on the victims as she is on the criminals (even though she herself was saved from a criminal by Batman).

After she plays tic-tac-toe with the face of a mugger/rapist, she berates the woman for always expecting some Batman to save her and announces, "I am Catwoman, hear me roar."          

As with Edward Scissorhands, there's an attempt to "normalise" the Penguin when the image consultants give him a cigarette holder and gloves because research shows "voters like fingers".

He shows the most animalistic behaviour of the main characters, even biting people who offend him, such as the annoying Josh.

The vampiric Shreck just wants to suck the city dry and when the Bat, the Cat and the Penguin finally meet up outside his department store, the results are literally explosive.

The plot takes a backseat for the rest of the film as it becomes a study of how the four main characters react to each other and loyalties keep shifting.

Batman and Catwoman switch between fighting and flirting with dizzying speed. The scene where Bruce and Selina are making out and almost reveal each other's injuries from their costumed fight is particularly interesting.

The later scene where Catwoman licks Batman's face is very memorable.     

The sequence with the out of control Batmobile delivers on spectacular destruction at the expense of logic (Batman punches through the armoured Batmobile like its made of wood). The Penguin has an amusing line after Batman escapes his sabotaged Batmobile: "He didn't even lose an eyeball, a limb, bladder control."

He also comments on the absurdity of movie clichés when, after his speech goes wrong, the Penguin says, "Why is there always someone who brings eggs and tomatoes to a speech?". Composer Danny Elfman was one of those hurling fruit and vegetables offscreen.

In the end, the relationship between Batman/Bruce and Catwoman/Selina turns out to be the most interesting part of the film. It's appropriate that, at Shreck's Maxsquerade ball they're the only two not wearing costumes.

Perhaps due to rewrites on the script, the Penguin keeps changing plans, going from wanting to be mayor, to capturing and drowning the first born sons to eventually deciding just to blow up Gotham with his penguin army.

The sight of penguins with rocket launchers is twisted genius, though again some found the notion too absurd.

The final confrontation and eventual fates of the characters is surprisingly moving. Bruce unmasking himself to Selina (while upsetting for comic book purists) works emotionally, as does his plea, "We're the same. Split, right down the center." Unusually for a Hollywood blockbuster, there are no real winners at the end. All of the main characters are either dead or emotionally damaged.

Selina rejects a fairytale ending in her desire for revenge and leaves Bruce alone. The funeral of the Penguin is bizarrely moving, with the Penguins sadly carrying their fallen master into the water.

The last scene of Alfred and Bruce in the car is a much more somber conclusion than the first film. It ends with a similar shot of the camera rising up above Gotham, this time to show Catwoman looking at the Bat symbol.

The impressive last shot manages to mix live action footage projected into miniatures seamlessly. The final shot of Catwoman was added late after audiences were confused over whether her character survived. Originally an animatronic puppet of Pfeiffer was created, since the actress was no longer available. However, this proved unsatisfactory and a stand-in was used instead.

Unusually for a blockbuster, Batman Returns is character-driven, not story-driven. Burton even said in an interview in Entertainment Weekly, "Haven't you heard? There is no plot." That's a little harsh, but it's true the plot is not what makes the film interesting. It's a fascinating exploration of animalistic personalities (it’s no accident that “the bat, the cat and the penguin” was used as a slogan on much of the advertising). The fact that Batman faces three enemies may seem like overkill but each one represents a different facet of the Caped Crusader's personality (that's my pretentious take on it, anyway).

Burton's drawing of Jimmy the Hideous Penguin Boy          The comic Penguin had no "psychological profile" according to Burton, so his character would be the most radically changed in order to fit into Burton's world. Indeed, the inspiration for this new version of the Penguin was a character Burton had already created in a sketch, "Jimmy, the Hideous Penguin Boy" (and who would later turn up in his book "The Melancholy Death of Oyster Boy and Other Stories"). In the film, the Penguin is the orphaned and bitter outsider/freak that Bruce Wayne could have become under other circumstances. As the Penguin says to Batman at the end, "You're just jealous because I'm a genuine freak and you have to wear a mask".

The perverted mutant is a perfect role for Danny DeVito, who even manages to bring some pathos to the role, which was what the Joker lacked. DeVito reportedly stayed in character throughout the shoot, even eating raw fish and scaring some of his co-stars.

He clearly relished the character's perverted lust, no doubt a side effects of being stuck down in a sewer with little female company. The makeup by Stan Winston banishes all thoughts of the rather effete character portrayed in the comics and TV show. The character is a genuine freak, and the makeup allows DeVito to vanish in the role. The amount of bile he spews reportedly disturbed the studio.     
Since the film begins with the birth of the Penguin and ends with his death, it could also be read as a subversion of the classic hero's journey, with the Penguin as the main character. In many ways the character could be seen as the dark side of Edward Scissorhands.

Catwoman is the dark side of Batman, a costumed crime fighter whose basic goodness is undermined by her violent nature, showing how close Batman is to going over the edge in his vigilante escapades. She also represents his perverse relationship with the opposite sex, and makes a far more fascinating romantic interest than Vicki Vale.

The feline aspects of the character are played up, including the nine lives (Batman, Penguin and Shreck all take some of her lives away). Selina Kyle actually has three different personalities in the film - Selina pre-accident, the more confident post-accident Selina and, of course, Catwoman.

Writer Waters played up the feminism aspect of Catwoman and though Burton toned some of that down in the final film there is still a lot of feminist rage in the character, who wants to get back at all the men who have mistreated her. From Selina's very first scene we see the casual sexism and patronising attitude the men around her have. There's also a sadomasochistic element in her relationship with Batman in both their costumes and their violent encounters. When they finally discover each other's secret identities Selina even asks, "Does this mean we have to start fighting?"

Pfeiffer really threw herself into the role, which was far removed from any of her previous performances. She manages to be believable as a mousy secretary who becomes a sexy, feminist avenger. She convincingly portrays the emotional breakdown of the character, laughing hysterically when she dances with Bruce and completely unraveling in her final confrontation with Shreck.

The fight scenes between Batman and Catwoman are impressive. Michelle Pfeiffer trained to do pretty much anything with a whip, and her enthusiasm adds a lot to these scenes. Pfeiffer even did the scene where she whips the heads off the dummies in Shreck’s department store for real. The fact that she and Keaton did a fair amount of their own stunts added more intensity to the fight scenes.

Finally we have Max Shreck (another wonderfully menacing performance from Christopher Walken) who is the true villain of the piece. Beloved by Gothamites, he is Bruce Wayne without the conscience, despite his claims that he wants to hand out "world peace and unconditional love, wrapped in a big bow". The character’s name is one letter away from Max Schreck, the actor who played Nosferatu.  

Aside from emphasising the German Expressionist feel of the film, it also fits with Shreck's vampiric plan to suck power from Gotham City. The only moment the character ever shows any humanity is when he sacrifices himself by convincing the Penguin to take him instead of his son, Chip.

As for Keaton, he brings more humour and introspection to his dual-character this time. It took him a while to find the voice for his character again during filming (he found himself almost imitating his own performance), but in the end it seems effortless. The depiction of the character is bleaker than in the first film. When Bruce tries to save himself and Selina and she rejects him, the result is devastating.

Bruce is also clearly jealous of the attention the Penguin receives (as Alfred asks, "Must you be the only lonely manbeast in town?") though he also seems to feel some empathy for him as a fellow orphan at first. As in the first film Bruce is somewhat unsure of his own identity - when he first meets Selina in Shreck's office he says they've met before and then quickly corrects himself by saying, "I mistook me for somebody else".

Michael Gough is given better comedic material this time as Alfred. Bruce's faithful manservant is always on top of things, being the first to sense the Penguin's presence onscreen and later showing he's something of a computer wiz.

It's also nice to see Paul Reubens and Diane Salinger (Pee-Wee and Simone in Pee-Wee's Big Adventure) cameo as the Penguin's parents.

The Red Triangle Circus Gang (which includes the late, great Vincent Schiavelli as the organ grinder) are appropriate henchmen for the Penguin, though after the clown henchmen of the Joker in the first film, some may tire of the circus motif. The Ice Princess and Chip Shreck are pretty much stereotypes of bimbos and male machismo respectively.

Waters’ script mostly improved on the dialogue in the first film, though Burton wisely cut back on some of the more lengthy dialogue that would have taken away the characters' mystery. The script even pokes fun at the first film and Vicki Vale's rather vapid character, with Bruce rather testily asking Alfred at one point, "Who let Vicki Vale into the Batcave?"

There's a lot of innuendo, especially in the Penguin's dialogue, both scatological ("I was their number one son, and they treated me like number two") and sexual ("Just the pussy I've been looking for"). There're also some political and pop culture references in the dialogue, such as when the Penguin and Max discuss how to start a recall vote and Bruce worries that Selina will think he's a Norman Bates/Ted Bundy type (prompting the witty response, "Sickos never scare me. At least they're committed").

Burton was clearly more prepared for working on a big blockbuster this time, and his confidence shows. Aside from the somewhat slow first act, the films moves quickly with all the dead weight from the first film (cough, Vicki Vale) cut. The action scenes, while still somewhat formulaic and lacking in tension are generally better executed than in the first film.

Burton manages to infuse a silent film quality into many of the scenes, particularly the opening sequence, the birth of Catwoman and the Penguin's visit to his parent's grave. The film also has a much better paced and more satisfying conclusion. Unlike the first film, Batman Returns bears Burton's directorial stamp from the first frame to last.

The cinematography by Stefan Czapsky is stunning. There's a memorable shot where the camera hurtles into the Penguin's black mouth. Only some slightly clumsy focus pulls (such as when Bruce and Alfred are watching the Penguin on TV for the first time) mar the camerawork.

The sets by Bo Welch are far more Burtonesque than the ones in the first film. The Penguin's lair in particular is stunningly realised through sets and miniatures. While the sets are fantastic, the small number of extras used to populate them does reveal some cost cutting in the film's budget. Batman Returns came out just before digital crowd scenes began to be used frequently. The sets were air conditioned both to show the actors's breath and to keep the penguins comfortable. This led to the unusual sight of people emerging from the sets into the hot LA summer with thick coats on.

The Penguin's various umbrellas, which feature a flamethrower, a hypno-unbrella which makes a big bang, a Pied Penguin umbrella (which recalls Betelguese's carousel hat), a sword-brella and a mini-helicopter, are lots of fun.

The Penguin also rides a giant rubber duck, emphasising how his character takes childlike imagery and twists it.  

Costume designer Bob Ringwood returned to some of the original concepts for the first film to create a sleeker, more armour-like bat suit. Catwoman's costume was for many the highlight of the film, and it manages to be sexy without being sleazy. In a brilliant touch, her costume (stitched together like Sally the Ragdoll from The Nightmare Before Christmas) becomes more frayed and ragged as her sanity unravels towards the end.

The editing by Chris Lebenzon (who would go on to edit all of Burton's later directorial efforts), manages the difficult job of juggling all the characters and subplots. There were very few deleted scenes but the film fell victim to censorship in the U.K. A glimpse of nunchaku and the shot of Catwoman loading aerosol cans into a microwave was removed by the BBFC, making the subsequence explosion of Shreck's department store rather confusing.

The visuals are far superior to the first film, with the reported $80 million budget being well spent. The model work is less tacky, and early computer effects were used to enhance the film in subtle ways, such as creating digital bats and penguins and even allowing previously impossible shots.

Elfman's score is even better than his previous one. Aside from the return of the classic Batman theme, Elfman created a slinky, scratchy theme for Catwoman and a tragic, choral theme for the Penguin. The way the three main themes are juggled together is flawless. Another bonus of Burton being allowed more control is that instead of Prince music we have a Siouxsie and the Banshees song, "Face to Face", which fits well with the characters of Batman and Catwoman. There's also an instrumental version of Rick James hit "Super Freak".

The film is one of the more interesting Burton has made on a psychological level. As previously mentioned, each of the three villains represents a different facet of Bruce Wayne's psyche. Hence, the film could actually be read as an exploration of a man at war with his own split personalities, confronting them and defeating them until only he is left.

One theme that some people read into the film that the filmmakers definitely didn't intend is the claim that the Penguin is an anti-Semitic character. While there are some religious parallels with the Penguin resurfacing after 33 years and his plot to murder the first-born sons, the idea that the character was designed to be a caricature of Jews is both ridiculous and offensive.

The penguins in the film were created through a variety of methods. Most were real, but some were animatronic puppets and computer generated penguins were used for crowd scenes. The emperor penguins (the ones that carry Oswald to his watery grave) were little people in suits.

Robert Wuhl's character of reporter Alexander Knox was supposed to return for a cameo and be killed by the Penguin, but Burton reportedly told Waters that he doubted any actor would want their character to return only to be killed in an off-hand way. Max Shreck’s character reportedly started off as Two-Face (with Billy Dee Williams set to reprise his role from the first film) but was then changed to an original character. A subplot where Max Shreck reveals he is the Penguin's brother was also removed.

Overall, Burton's underrated sequel is one of the best superhero movies ever made. There are moments that drag, and not everything works, but you have to respect a summer family blockbuster that begins with a deformed baby being thrown into a sewer. Like Scissorhands it improves on repeat viewings and there are some interesting psychological statements amongst the gadgets and costumes.

It's a far more personal movie than the original and a rare example of a blockbuster that is actually an art film. The visuals and score are even more stunning than in the first film, and the characters and performances have far more depth. It is the interaction between the four main characters, all scarred or disturbed in their own way, that stays in the memory long after the action scenes are forgotten.

It's one of the few comic book movies where, despite the freakish look of the characters, they actually feel like real people. The films ends on a pretty downbeat note and it would have been interesting to see where Burton would have taken the Dark Knight next if he had completed the trilogy, but alas it was not to be.

Burton's eagerly anticipated sequel was released three years after the first film and scored an even bigger opening at the box office, earning over $45 million in three days. However, it was heavily criticised by some for being too dark and perverted for kids.

Critics were not particularly kind to the film - while some praised Burton's twisted vision (Peter Travers in Rolling Stone wrote, “But the best gimmick is neurosis: Everyone has one. Batman and Catwoman, unable to function without dressing up their psychic wounds in fantasy, are a dysfunctional Romeo and Juliet.”) others, such as Leonard Maltin, complained that it was a "nasty, nihilistic, nightmare movie" with a “dark, mean-spirited, and often incoherent screenplay” (as if that in itself made it a bad film). Burton himself was amused that some journalists thought the film was much darker than the first one while others thought it was lighter!

In the long run, Batman Returns was not as big a hit as the first film, earning around $160 million in the U.S. compared to the original's $250 million. Comic books fans were less happy with the film, especially with the changes to the Penguin and Catwoman's origins. The claims that Burton didn't respect the comic chronology were pretty feeble, though, since DC itself doesn't respect its own history, changing the origins of many of its characters in the Crisis on Infinite Earths series, for example. As Burton himself said when he was making the first film: "If you look at the Batman Encyclopedia, the fucking thing changes every fucking week".

The film also suffered a backlash from parents who considered it too dark and twisted for younger Bat fans. In particular, McDonald’s came under fire from parent advocacy groups for promoting the film with their Happy Meals. They cancelled the tie-in and it would be the last time the fast food company would promote a PG-13 film to tots.

Since Catwoman was the one aspect of the film that most people agreed was a success, it was no surpise that Burton was set to make a Catwoman spin-off movie with Michelle Pfeiffer reprising her popular role. But it got stuck in development hell before finally being made in 2004 with Halle Berry in an awful costume.

At the same time he was directing Batman Returns, Burton finally got to start production on a long-cherished project for Disney, around ten years after he first came up with the idea.
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