- Penguin (Oswald Cobblepot) (Only appearance; dies)
- Red Triangle Circus Gang
- Max Shreck (Only appearance; dies)
- Chip Shreck (First appearance)
- Ice Princess (First appearance) (Only appearance; dies)
- Mrs. Shrek/Max's wife/Chip's mother (mentioned)
- Mr. & Mrs. Cobblepot (Single appearance)
- Vicki Vale (Mentioned only)
- Selina's mother (cameo on an answering machine message)
- Selina' ex-husband (mentioned)
Batman struggles to provide peace in Gotham City after the appearance of a mysterious "Penguin-like man" and the sudden birth of Selina Kyle into Catwoman.
About thirty years ago, the wealthy Cobblepots gave birth to a baby boy -- a boy that was not only hideous in appearance, but also in his actions. They decide to send the child floating down the river at Gotham Park, where he would be carried away through the sewer tunnels until he reaches the Arctic display at the Gotham Zoo, greeted by a family of penguins.
Power Plant Project
It is Christmas time, and Max Shreck holds a meeting in his business office with the mayor about a power plant he wants built in Gotham City. The mayor refuses to allow the plant to be built without Max going through the proper channels. Selina Kyle, Max's secretary, tries to chime in with a suggestion of her own, but becomes rather timid in the face of her boss and ends up saying it's more of a question. Max simply shrugs off Selina's interruption as not having properly "housebroken" her, but praises her for making good coffee. After Max's son Chip arrives to bring his father and the mayor downstairs for the tree lighting ceremony, Selina berates herself for her timidness and proceeds to clean up when she notices her boss left behind his speech folder. She grabs it and follows after him.
A Christmas Present
As Max greets the masses gathered in Gotham City Square for the tree lighting, he notices that he forgot his speech and tells his son to remind him to take it out on Selina. He forges ahead with an impromptu speech, saying he wishes he could give Gotham City world peace and unconditional love "wrapped up in a big bow". As if on cue, a giant Christmas present float rolls right in front of the crowd. The mayor compliments Max for a great idea, but Max says this wasn't his.
Soon the box explodes, and clowns and goons all pop out to terrorize the city. An organ grinder with a machine gun wants "the man who runs the show", which means Max Shreck. His son Chip tells Max to save himself while he deals with the goons.
Batman In Action
Bruce Wayne gets the signal from the Gotham City police department that Batman is needed. Soon he arrives in his Batmobile to take out the goons with his Batdiscs. He stops to deal with a mugger who holds Selina Kyle captive with an electric stun gun, firing a cable hook into the building behind the mugger, and then pulling out a chunk of the building to club him from behind. Selina looks at her rescuer gratefully, trying to make some small talk with him before he departs. She takes the mugger's stun gun with her and puts it in her purse.
Max Meets The Penguin
While Batman rounds up the members of the Red Triangle Circus Gang, Max Shreck is taken captive and brought before the man who wants him: the Penguin. He needs Max's help to go topside to gain respect and to find out who his parents were. Max is reluctant to help until the Penguin shows him evidence of Max's dirty dealings that he has been collecting over the years. Realizing how incriminating the evidence could be, Max decides that he can give the Penguin what he wants in exchange for a partnership.
Back To The Office
Selina arrives at her apartment and listens to a phone message she left for herself, reminding her to prepare for the meeting her boss will have with Bruce Wayne. She goes back to the office and pulls all the files on the power plant, learning from them that it's actually a giant capacitor designed to store electricity rather than generate it. Max finds this out and realizes that Selina could be a potential threat to his plans, and so feigns to kill her as he backs her toward a window before he relents -- and then suddenly pushes her through the glass.
The Catwoman Is Born
Selina screams as she falls to the street, ripping through several awnings on her way down. Max briefly looks down at her and then walks away, assuming that she is dead. However, she is revived by a swarm of cats mysteriously gathering around her. Her mind snapped, Selina tears through everything in her apartment and makes herself a cat costume out of a black slicker, using sewing hooks for her claws. In a rather sensual voice after she puts on the costume, she says, "I don't know about you, Miss Kitty, but I feel so much yummier."
The Penguin makes his public appearance the following day as he "rescues" the mayor's infant child that was kidnapped from a crowd by a circus acrobat from the Red Triangle Circus Gang. He makes a big show of wanting to know who his parents were, and even visits their grave, saying he has forgiven them for what they have done. In secret, the Penguin was looking through records for all the firstborn sons in Gotham City.
Hear Me Roar
A woman taken off the street by a mugger in an alley is rescued by a mysterious lady in a cat costume, who takes the attacker down and scratches up his face with her claws. Her rescuer looks at her disdainfully and says she makes it so easy waiting for a Batman to save her. "I am Catwoman...hear me roar," she snarls before she disappears.
Back From The Dead
On the day Bruce Wayne has his meeting with Max Shreck, telling him that Gotham City actually has an energy surplus and asks what Max's angle is, Selina reappears, casting eyes on Bruce and acting less mousy than she used to be. This surprises Max, as he has personally sent her to her supposed death. He decides he will deal with Selina later as she escorts Bruce from the office and makes small talk with him.
Oswald For Mayor
Max shows the Penguin, now going under the name of Oswald Cobblepot, that he has the power to remove the current mayor from office and have him installed as the replacement. All Max wants from Cobblepot is to drive the citizens of Gotham City to a foaming frenzy over the mayor's inability to deal with crime by having the Red Triangle Circus Gang ravage the city. After hearing about all the perks of being the mayor, including having all the women he could want, Cobblepot decides to go ahead.
The Bird, The Cat, And The Bat
That night, as the Batman deals with the Red Triangle Circus Gang, the Catwoman enters Shreck's department store and trashes it before she rips open a gas line and sticks two aerosol cans into an activated microwave oven. Batman confronts the Penguin outside the store, wondering what he's up to, when Catwoman joins them briefly, saying "meow" before the department store explodes. The Penguin flies off while Batman fights with Catwoman on the roof, wounding her on the shoulder but rescuing her from a fall. The Catwoman tries to get frisky with Batman, but only to find a chink in his Batsuit armor to stick her claws into. Batman reflexively knocks her down until she coincidentally lands in a passing sand truck (which she humorously calls "kitty litter"), cursing him.
Fur And Feathers
Catwoman meets with the Penguin in his new hideout, blocking his advances but offering a partnership in destroying Batman. The Penguin already has plans by turning the Batmobile into an "H-bomb on wheels." Catwoman says the way to destroy Batman is to make him into what he hates -- them. The Penguin agrees to the partnership as he sees a plan forming.
A Hot Time In The Cold Town Tonight
Bruce invites Selina to the Wayne Manor to watch the relighting of the Christmas tree. As they try getting to know each other better, the news reports that the Ice Princess was kidnapped and a bloody Batarang was left on the scene. Bruce goes into action as Batman to rescue the Ice Princess tied up to a chair inside a building, where he fights Catwoman before she takes the Ice Princess to the roof. When he gets there, Catwoman disappears and the Ice Princess is left standing on the ledge of the roof. Then the Penguin tosses an umbrella that opens up to release a cloud of bats that cause the Ice Princess to fall to her death. As she lands, she triggers a release of bats from the Christmas tree to scare the people gathered in the square.
Batman is knocked down to a balcony by police gunfire as they emerge on the roof. The Catwoman reappears and again tries to strike a claw into Batman. He knocks her off and activates a pair of glider wings to escape, flying down to his Batmobile.
The Penguin joins Catwoman and makes a rather indecent proposal for a more intimate union. She turns him down, saying she doesn't like him enough to scratch him. Offended, the Penguin has Catwoman carried away by a helicopter umbrella with a noose that strangles her. She claws her way out and lands this time in a greenhouse, screaming as more of her costume is shredded.
Batman finds out that the Penguin had the Batmobile rigged and under his control as it tears through the city, plowing through cars and causing all sorts of mayhem. Batman finds the device receiving the signals and shuts it off, then barely escapes the police chasing after him by turning the vehicle into the Batmissile, scraping its way through a narrow alley.
Fall From Grace
With the people now losing faith in both Batman and the mayor, Oswald Cobblepot addresses the crowd gathered in the city square for how he will gain the glory of Gotham City. During his speech, Batman accesses the P.A. system and plays back comments recorded from Cobblepot of his playing "this stinkin' city like a harp from hell." This causes the crowd to turn against Cobblepot and throw eggs and tomatoes at him. Max departs, and the Penguin scares the crowd away with a machine gun umbrella before he escapes into the park. He reappears at his old hideout in the Gotham Zoo to reveal to his gang his next plan.
Crashing The Party
At a party Max Shreck holds at his slightly-renovated department store, Bruce and Selina meet together and end up privately discovering each other's secret identity. Then the Penguin crashes the party in his duck craft, announcing to the people that his gang is gathering up all the firstborn sons of Gotham City, and he is now going to take Max's son Chip hostage. Max offers himself as a hostage instead, saying he's the one the Penguin wants to see buried in his own sewage. The Penguin agrees and so takes Max to his hideout, where he is kept in a cage until he is cast into the same toxic waste his factories were producing.
Stopping The Kiddie Train
The driver of a train of cages tells the gang to hurry up with the kids when he sees the shadow of Batman before being violently pulled out of the vehicle. Batman leaves the Penguin a note saying the children won't be able to attend. Outraged, the Penguin now has an army of penguins equipped with missile launchers gather in Gotham City Square where he will destroy the city.
Batman travels through the sewer tunnels in his Batboat looking for the Penguin's hideout while Alfred searches for the frequency to control the missile launchers. The Penguin watches as the penguin army has gathered in the city square, ready for the countdown to reach zero, when suddenly they retreat.
The Penguin also hears that the Batman is coming and so tries to escape to the surface in his duck craft, but the Batboat emerges and crashes on top of it. The Penguin also sees that the Batman now has the penguin army under his control and so fights him to get the control button out of Batman's hand. He presses the button, and the missiles now launch and strike the structures in the Gotham Zoo. A cloud of bats spring forth from the Batboat and cause the Penguin to fall into the Arctic display to his death, landing in the water.
A Score To Settle
Max escapes his cage only to find himself tangling with Catwoman, who's out to kill him. Batman interrupts this fight, telling Max that he's going to be imprisoned. Catwoman tells Batman that the law doesn't apply to him or to them. Batman tries to get her to see that they are both the same by removing his mask. The Catwoman says she wants to be with Bruce and live happily ever after with him, but she just couldn't live with herself.
Selina's Deadly Kiss
Max finds out that Selina is the Catwoman as she takes her mask off, telling her she's fired. Selina taunts Max to finish her off, which he tries to do as he empties out a gun, crippling her. She continues to approach, counting each bullet hit as one of her nine lives lost, then laughs when he runs out, saying she's got two more lives left and thinks about saving one for next Christmas. "But in the meantime, how about a kiss Santy-Claus?" she says as she takes out her electric stun gun and grabs a power line as she presses the gun toward his lips.
Bruce watches as both Selina and Max are consumed in the explosion of the power generator and debris falls upon them. When the explosion is over, Bruce sifts through the wreckage and finds Max's charred electrified corpse, but Selina's body mysteriously disappears. She is nowhere to be found.
The Cute One
Meanwhile, the Penguin emerges from the water, bleeding to death. He goes over to his collection of umbrellas to pull out the one with which he hopes to kill Batman. On pressing the button, he curses as he finds out he picked "the cute one". The Penguin tells Batman he will kill him later, but now he needs to get a drink of nice cold water. He collapses as he heads back toward the water, and then a group of penguins act as pallbearers to carry the Penguin's dead body into the water for a burial.
As he rides back to Wayne Manor in his limousine, he sees a shadow in an alley that looks like it may be Selina. He tells Alfred to stop and goes into the alley to look. He doesn't see her anywhere, but he does find her cat. Bruce takes her into his car and strokes her as he and Alfred wish each other a merry Christmas.
And as the Bat signal shines in the sky once more, Catwoman stands on a rooftop and watches it.
- Michael Keaton as Bruce Wayne/Batman
- Michelle Pfeiffer as Selina Kyle/Catwoman
- Danny DeVito as Oswald Cobblepot/Penguin
- Christopher Walken as Max Shreck
- Michael Gough as Alfred
- Pat Hingle as Commissioner Gordon
- Vincent Schiavelli as Organ Grinder
- Release date: June 1992 (North America).
- Many moviegoers did not like the darker tone of this movie compared to the first Batman movie. Tim Burton believes that it may have even disturbed Warner Bros.
In fact, when he approached them about the possibility of doing another Batman movie, he claims they asked him if he'd rather do "Something Smaller" instead.
It was at that point that Burton believes that they wanted him to leave.
A notable scene was during Batman's first encounter with the Penguin face to face, that he deliberately had one of the Penguins henchmen blown up by secretly placing a timed dynamite on him and then using his moment of shock to knock him into a hole where he was blown up.
- McDonald's was a marketing partner for this movie, but they too were put off by the dark feel of the movie and the sexual perfomance of Michelle Pfeiffer's Catwoman.
The only products that made it out were a few Happy Meal toy premiums.
- Actress Annette Benning was originally cast to play Catwoman, but became pregnant before production began. Burton and the producers scrambled to find another actress and cast Michelle Pfeiffer.
- Sean Young (who was origianlly cast as Vicki Vale in the first Batman) wanted the Catwoman part. She dressed in a Catwoman style-style costume and barged herself into the producer's office and startled him and Michael Keaton, who was sitting right there. She then reportedly got on the producer's desk and exclaimed, "I am Catwoman!"
Tim Burton claims that he only heard about the incident, but rumor has it that Burton may have been alerted about Young's presence and fled the scene before she got there.
- Max Shreck was a new character created specifically for this story. Originally, this was intended to be Harvy Dent (played by Billy Dee Williams) and the final scene would have shown him become scarred and become Two-Face.
After Dent was removed from the story, the Max Shreck character was put in his place and was originally going to be The Penguin's human brother. "Max Shreck" is German for Maximum Terror, and is also the name of a film actor who starred as Nosferatu in the German made film of the same name.
- Danny DeVito would stay in-character the entire time he was in his full Penguin make-up and wardrobe.
- When Tim Burton was approached about hiring Christopher Walken to play Shreck, Burton wasn't sure about it and was actually intimidated by Walken because of his previous acting work. But, Walken was hired and they got along just fine.
- Warner Bros. ordered Tim Burton to not have the Pengunin spitting up black blood in the final minutes of the movie. Penguin's blood was changed to a very dark green.
- According to Burton, the idea of the visible stitching in Catwoman's costume was to imply that this was a woman who had sewn herself back together so-to-speak and was later coming apart as the suit began to show damage.
- There were four different Penguins used in the movie.
Real Penguins, CGI Penguins, Animatronic Penguin puppets and little people wearing penguin costumes.
The Animatronic Penguins were created by Stan Winston, who had just come off the previous summer's blockbuster Terminator 2: Judgment Day.
- Robin was going to make an appearance in this film and was to be played by an African-American actor. Marlon Wayans was set to play Robin at the climax of the film to team up with Batman in his fight against the Penguin. Wayans even went through costume fitting for his five minuted as Robin. Robin was again dropped by Burton. Wayans was also set to play Robin in Batman Forever to be directed by Burton. Wayans was however paid for both movies.
- Characters from Batman Returns (Movie)
- Other things related to Batman Returns (Movie)
- Movie Gallery: Batman Returns (Movie)
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