text: batman returns batman returns is a 1992 american superhero film , directed and produced by tim burton , based on the dc comics character batman . it is the second installment of warner bros. ' initial batman film series , with michael keaton reprising the title role of bruce wayne / batman . the film introduces the characters of max shreck ( christopher walken ) , a business tycoon who teams up with the penguin ( danny devito ) to take over gotham city , as well as the character of catwoman ( michelle pfeiffer ) . burton originally did not want to direct another batman film because of his mixed emotions toward the previous film in 1989 . warner bros. developed a script with writer sam hamm which had the penguin and catwoman going after hidden treasure . burton agreed to return after they granted him more creative control and replaced hamm with daniel waters . wesley strick did an uncredited rewrite , removing the characters of harvey dent and robin and rewriting the climax . annette bening was originally cast as catwoman but became pregnant and was replaced with pfeiffer . filming for batman returns started in june 1991 at warner bros. studios in burbank , california . batman returns was released on june 19 , 1992 . the film was nominated for academy awards for best visual effects and best makeup , as well as two bafta awards . batman returns 's budget was an estimated $ 65 million , grossing $ 266 , 822 , 354 worldwide , making the film a financial success . warner bros. , however , was disappointed as it was still substantially less than the first film . burton was asked to restrict himself to the role of producer for the third film , batman forever , which led to keaton vacating the role of batman . plot tucker and esther cobblepot throw their deformed infant child into gotham river , fearing he would become a menace to society after attacking their pet cat . the child 's crib floats to an abandoned zoo and is found by a flock of penguins who raise him as one of their own . 33 years later , during the lighting of gotham city 's christmas tree , a villainous gang of carnival performers stage a riot . while batman subdues the criminals , corrupt businessman max shreck is abducted and brought to the underground lair of the grotesque crime boss known as the penguin . a former sideshow freak , the penguin explains his desire to become a respected citizen of gotham and blackmails shreck into helping him . meanwhile , shreck 's mousy secretary , selina kyle , inadvertently discovers her boss 's plan to illegally monopolize gotham 's supply of electricity . to protect his secrets , shreck pushes her out of his office window . falling through several canopies , selina miraculously survives but lies unconscious in an alley . a group of cats swarm around her , and while attempting to eat her , they revive her . traumatized , selina develops dissociative identity disorder and , after trashing her apartment , she fashions a black vinyl costume and whip , becoming the formidable catwoman . shreck arranges for one of penguin 's men to kidnap the mayor 's infant son , allowing the penguin to " rescue " him . as a reward , the penguin is given access to the gotham city archives , where he learns his real name , oswald cobblepot , and that he is the last surviving member of his family . meanwhile , the mayor , persuaded by billionaire bruce wayne , refuses to give shreck a construction permit for his power plant . the penguin orders his gang to attack downtown gotham , ruining the mayor 's reputation and giving shreck the opportunity to propose penguin as a replacement . batman confronts the penguin , but catwoman appears while firebombing shreck 's department store , and penguin escapes . after a fight in which batman knocks her off a building , catwoman survives by landing in a sand truck . catwoman agrees to help penguin with a plan to discredit batman by framing him for the abduction of gotham 's " ice princess " beauty queen . distracted by catwoman , batman is unable to stop penguin from murdering the princess using a swarm of captive bats . when catwoman rejects the penguin 's amorous advances , he tries to kill her using his motorized helicopter umbrella . as the umbrella takes her up into the sky , catwoman narrowly cheats death again as she falls into a rooftop greenhouse . fleeing from the police , batman realizes that the penguin is remotely controlling the batmobile , taking it on a rampage through gotham . batman disables the control device , but not before recording the penguin 's mocking insults about how gullible the people of gotham are . at a press conference for penguin organized by shreck , batman broadcasts the recording , destroying the penguin 's public image . enraged , the penguin flees to the sewers and orders his gang to kidnap all of the first born sons of gotham 's citizens . at a masquerade ball hosted by shreck , bruce and selina deduce each other 's secret identities . the penguin invades the party and reveals his intention to drown the kidnapped children , including shreck 's son chip , prompting shreck to offer himself instead . batman defeats the kidnappers , forcing penguin to unleash an army of penguin soldiers to destroy gotham with missiles . piloting the through the sewers , batman redirects the penguins to instead fire on penguin 's hideout . the penguin attacks batman in a rage , but ends up falling through the ceiling of his lair . catwoman ambushes shreck to kill him , but batman stops her and unmasks himself . before bruce can reason with her , shreck shoots him and selina , but runs out of bullets . putting a taser to her lips , she kisses shreck while grabbing hold of an exposed power cable , causing a fiery explosion . bruce digs though the rubble but finds only shreck 's charred corpse . mortally injured , the penguin tries to take his umbrella to kill batman , but collapses dead before he can finish . his penguin family carries out a makeshift funeral , pushing his body into the water . afterwards , as alfred drives bruce home , bruce spots a shadow outside . he finds a stray black cat and decides to take it home . as he leaves , the bat - signal lights up in the night sky as catwoman watches from afar . cast michael keaton as batman / bruce wayne danny devito as the penguin / oswald cobblepot michelle pfeiffer as catwoman / selina kyle christopher walken as max shreck michael gough as alfred pennyworth pat hingle as commissioner james gordon michael murphy as mayor of gotham city vincent schiavelli as the organ grinder andrew as chip shreck cristi conaway as the ice princess rick zumwalt as the tattooed strongman anna katarina as the poodle lady paul reubens as tucker cobblepot ( penguin 's father ) diane salinger as esther cobblepot ( penguin 's mother ) production development after the success of batman , warner bros. was hoping for a sequel to start filming in may 1990 at pinewood studios . they spent $ 250 , 000 storing the sets from the first film . tim burton had mixed emotions about directing another film in the franchise after his experiences with the previous film . " i will return if the sequel offers something new and exciting " , he said in 1989 . " otherwise it 's a most - dumbfounded idea . " burton decided to direct edward scissorhands for 20th century fox . meanwhile , sam hamm from the previous film delivered the first two drafts of the script , while bob kane was brought back as a creative consultant . hamm 's script had penguin and catwoman going after hidden treasure . burton was impressed with daniel waters ' work on heathers ; burton originally brought waters aboard on a sequel to beetlejuice . warner bros. then granted burton a large amount of creative control , demoting producers jon peters and peter guber to executive producers . dissatisfied with the hamm script , burton commissioned a rewrite from waters . waters " came up with a social satire that had an evil mogul backing a bid for the mayor 's office by the penguin " , waters reported . " i wanted to show that the true villains of our world don 't necessarily wear costumes . " the subplot of penguin running for mayor came from the 1960s tv series episodes " the penguin " and " the penguin " . waters wrote a total of five drafts . on the characterization of catwoman , waters explained " sam hamm went back to the way comic books in general treat women , like sexual fantasy . i wanted to start off just at the lowest point in society , a very beaten down secretary . " harvey dent appeared in early drafts of the script , but was deleted . his disfiguring appearance of two - face would have appeared in the climax when catwoman kisses him with a taser to the face , which was replaced with max shreck . waters quoted , " sam hamm definitely planned that . i flirted with it , having harvey start to come back and have one scene of him where he flips a coin and it 's the good side of the coin , deciding not to do anything , so you had to wait for the next movie . " in early scripts max shreck was the " golden boy " of the cobblepot family , whereas penguin was the deformed outsider . it turned out that shreck would be the penguin 's long - lost brother . max shreck was also a reference to actor max schreck , known for his role as count orlok in nosferatu . pre - production burton hired wesley strick to do an uncredited rewrite . strick recalled , " when i was hired to write batman returns ( batman ii at the time ) , the big problem of the script was penguin 's lack of a ' master plan ' . " warner bros. presented strick with warming , or freezing gotham city , a plot point they would later use in batman & robin . strick gained inspiration from a moses parallel that had penguin killing the firstborn sons of gotham . a similar notion was used when the penguin 's parents threw him into a river as a baby . robin appeared in the script , but was deleted because waters felt the film had too many characters . waters called robin " the most worthless character in the world , especially with [ batman as ] the loner of loners . " robin started out as a juvenile gang leader , who becomes an ally to batman . robin was later changed to a black teenage garage mechanic . waters explained , " he 's wearing this old - fashioned garage mechanic uniform and it has an ' r ' on it . he drives the batmobile , which i notice they used in the third film ! " marlon wayans was cast , and signed for a sequel . the actor had attended a wardrobe fitting , but it was decided to save the character for a third installment . michael keaton returned after a significant increase in his salary to $ 10 million . annette bening was cast as catwoman after burton saw her performance in the grifters , but she dropped out due to pregnancy . raquel welch , jennifer jason leigh , madonna , ellen barkin , cher , bridget fonda , lorraine bracco , jennifer beals and susan sarandon were then in competition for the role . sean young , who was originally chosen for vicki vale in the previous film , believed the role should have gone to her . young visited production offices dressed in a homemade catwoman costume , demanding an audition . burton was unfamiliar with michelle pfeiffer 's work , but was convinced to cast her after one meeting . pfeiffer received a $ 3 million salary , $ 2 million more than bening , and a percentage of the box office . the actress undertook kickboxing lessons for the role . kathy long served as pfeiffer 's body double . on danny devito 's casting , waters explained , " i kind of knew that devito was going to play the penguin . we didn 't really officially cast it , but for a short nasty little guy , it 's a short list . i ended up writing the character for danny devito . " filming in early 1991 , two of hollywood 's largest sound stages ( stage 16 at warner bros. and stage 12 at universal studios ) were being prepared for the filming of batman returns . filming started in june 1991 . stage 16 held gotham plaza , based on rockefeller center . universal 's stage 12 housed penguin 's underground lair . a half - a - million gallon tank filled with water was used . burton wanted to make sure that the penguins felt comfortable . eight other locations on the warner bros. lot were used , over 50 % of their property was occupied by gotham city sets . animal rights groups started protesting the film after finding out that penguins would have rockets strapped on their backs . richard hill , the curator of the penguins , explained that warner bros. was very helpful in making sure the penguins were comfortable . " on the flight over the plane was refrigerated down to 45 degrees " , recalls hill . " in hollywood , they were given a refrigerated trailer , their own swimming pool , half - a - ton of ice each day , and they had fresh fish delivered daily straight from the docks . even though it was 100 degrees outside , the entire set was refrigerated down to 35 degrees . " the streets of gotham city use the old brownstone street and hennessy street on the warners ’ backlot . warner bros. devoted a large amount of secrecy for batman returns . the art department was required to keep their office blinds pulled down . cast and crew had to have photo id badges with the movie 's fake working title to go anywhere near the sets . kevin costner was refused a chance to visit the set . an entertainment magazine leaked the first photos of danny devito as the penguin ; in response warner bros. employed a private investigator to track down the accomplice . $ 65 million was spent during the production of batman returns , while $ 15 million was used for marketing , coming to a total cost of $ 80 million . the final shot of catwoman looking at the bat - signal was completed during post - production and was not part of the shooting script . after batman returns was completed warner bros. felt it was best for catwoman to survive , saving more characterizations in a future installment . pfeiffer was unavailable and a body double was chosen . design and effects bo welch , burton 's collaborator on beetlejuice and edward scissorhands , replaced anton furst as production designer , since furst was unable to return for the sequel due to contractual obligations . welch blended " fascist architecture with world 's fair architecture " for gotham city . he also studied russian architecture and german expressionism . an iron maiden was used for bruce wayne 's entry into the batcave . stan winston , who worked with burton on edward scissorhands , designed danny devito 's prosthetic makeup , which took two hours to apply . devito had to put a combination of mouthwash and red / green food coloring in his mouth " to create a grotesque texture of some weird ooze . " more than 60 were designed in the six - month shoot at $ 1 , 000 each . the batsuit was updated , which was made out of a thinner , slightly more flexible foam rubber material than the suit from batman . devito was uncomfortable with his costume , but this made it easy for him to get into character . j. p. morgan 's wardrobe was used for inspiration on max shreck 's costume design . the bats were entirely composed of computer - generated imagery since it was decided directing real bats on set would be problematic . the penguin 's " bird army " was a combination of cgi , robotic creatures , men in suits and even real penguins . robotic penguin puppets were commissioned by stan winston . in total 30 african penguins and 12 king penguins were used . a miniature effect was used for the exteriors of the cobblepot mansion in the opening scene and for wayne manor . the same method was used for the bat ski - boat and the exterior shots of the gotham zoo . music danny elfman had great enthusiasm for returning because " i didn 't have to prove myself from the first film . i remember jon peters was very skeptical at first to hire me . " elfman 's work schedule was 12 hours a day , 7 days a week . " when completing this movie i realized it was something of a film score and an opera . it was 95 minutes long , twice the amount of the average of film score . " burton allowed elfman to be more artistic with the sequel score , such as the " scraping " on violins for the cat themes . under the pressure of finishing the score , however , the relationship between the two strained , which — along with further " creative differences " on the nightmare before christmas — led burton to use howard shore to score his next film ed wood . the musician co - orchestrated " face to face " , which was written and performed by siouxsie and the banshees . the song can be heard in one scene during the film and during the end credits . release box office batman returns was released in america on june 19 , 1992 , earning $ 45 . 69 million in 2 , 644 theaters on its opening weekend . this was the highest opening weekend in 1992 and the highest opening weekend of any film up to that point . the film went on to gross $ 162 . 83 million in north america , and $ 104 million in foreign countries , coming to a worldwide total of $ 266 . 83 million . batman returns was the third highest grossing film in america of 1992 , and sixth highest in worldwide totals . the film was declared a financial success , but warner bros. felt the film should have been more successful . critical reception batman returns has received very positive critical reception . based on 70 reviews collected by rotten tomatoes , 80 % of critics enjoyed the film , with an average rating of 6 . 7 / 10 . much of the critics gave praise toward tim burton 's visual style , danny elfman 's musical score , accompanied by production designer bo welch , as well as the casting of michelle pfeiffer , danny devito and christopher walken in supporting roles to complement keaton 's portrayal of batman , though the consistently dark and violent tone received mixed reviews . janet maslin in the new york times thought that " mr. burton creates a wicked world of misfits , all of them rendered with the mixture of horror , sympathy and playfulness that has become this director 's hallmark . " she described michael keaton as showing " appropriate earnestness " , danny devito as " conveying verve " , christopher walken as " wonderfully debonair " , michelle pfeiffer as " captivating ... fierce , seductive " , bo welch 's production design as " dazzling " , stefan czapsky 's cinematography as " crisp " , and daniel waters 's screenplay as " sharp . " peter travers in rolling stone wrote : " burton uses the summer 's most explosively entertaining movie to lead us back into the liberating darkness of dreams . " he praised the performances : " pfeiffer gives this feminist avenger a tough core of intelligence and wit ; she 's a classic dazzler ... michael keaton 's manic - depressive hero remains a remarkably rich creation . and danny devito 's mutant penguin — a balloon - bellied richard iii with a kingdom of sewer freaks — is as hilariously warped as jack nicholson 's joker and even quicker with the quips . " desson howe in the washington post wrote : " director burton not only re - creates his one - of - a - kind atmosphere , he one - ups it , even two - ups it . he 's best at evoking the psycho - murky worlds in which his characters reside . the penguin holds court in a penguin - crowded , phantom of the opera - like sewer home . keaton hides in a mansion , which perfectly mirrors its owner 's inner remoteness . comic strip purists will probably never be happy with a batman movie . but returns comes closer than ever to bob kane 's dark , original strip , which began in 1939 . " he described walken as " engaging " , devito as " exquisite " and pfeiffer as " deliciously . " todd mccarthy in variety wrote that " the real accomplishment of the film lies in the amazing physical realization of an imaginative universe . where burton 's ideas end and those of his collaborators begin is impossible to know , but the result is a seamless , utterly consistent universe full of nasty notions about societal deterioration , greed and other base impulses . " he praised the contributions of stan winston , danny elfman , bo welch and cinematographer stefan czapsky , and in terms of performances , opined that " the deck is stacked entirely in favor of the villains " , calling devito " fascinating " and pfeiffer " very tasty . " conversely , roger ebert of the chicago sun - times gave the film two stars out of four , writing : " i give the movie a negative review , and yet i don 't think it 's a bad movie ; it 's more misguided , made with great creativity , but denying us what we more or less deserve from a batman story . no matter how hard you try , superheroes and film noir don 't go together ; the very essence of noir is that there are no more heroes . " he compared the penguin negatively with the joker of the first film , writing that " the penguin is a curiously meager and depressing creature ; i pitied him , but did not fear him or find him funny . the genius of danny devito is all but swallowed up in the paraphernalia of the role . " jonathan rosenbaum called devito " a pale substitute for jack nicholson from the first film " and felt that " there 's no suspense in batman returns whatsoever " . batman comic book writer / artist matt wagner was quoted as saying : " i hated how batman returns made batman little more than just another costumed creep , little better than the villains he 's pursuing . additionally , burton is so blatantly not an action director . that aspect of both his films just sucked . " ty burr in entertainment weekly gave the film a b- ; he wrote that " burton still hasn 't figured out how to tell a coherent story : he 's more interested in fashioning pretty beads than in putting them on a string .... yet for all the wintry weirdness , there 's more going on under the surface of this movie than in the original . no wonder some people felt burned by batman returns : tim burton just may have created the first blockbuster art film . " a " parental backlash " criticized batman returns with violence and sexual references that were unsuitable for children . mcdonald 's shut down their happy meal promotion for the film . burton responded , " i like batman returns better than the first one . there was this big backlash that it was too dark , but i found this movie much less dark . " in 2016 , james charisma of playboy ranked the film number fourteen on a list of 15 sequels that are way better than the originals . accolades american film institute recognition : afi 's 100 years ... 100 heroes and villains : catwoman ( selina kyle ) — nominated villain the penguin ( oswald cobblepot ) — nominated villain legacy batman returns would be the last film in the warner bros. batman film series that featured burton and michael keaton as director and leading actor . with batman forever , warner bros. decided to go in a " lighter " direction to be more mainstream in the process of a family film . burton had no interest in returning to direct a sequel , but was credited as producer . with warner bros. moving on development for batman forever in june 1993 , a catwoman spin - off was announced . michelle pfeiffer was to reprise her role , with the character not to appear in forever because of her own spin - off . burton became attached as director , while producer denise di novi and writer daniel waters also returned . in january 1994 , burton was unsure of his plans to direct catwoman or an adaptation of " the fall of the house of usher " . on june 6 , 1995 , waters turned in his catwoman script to warner bros. , the same day batman forever was released . burton was still being courted to direct . waters joked , " turning it in the day batman forever opened may not have been my best logistical move , in that it 's the celebration of the fun - for - the - whole - family batman . catwoman is definitely not a fun - for - the - whole - family script . " in an august 1995 interview , pfeiffer re - iterated her interest in the spin - off , but explained her priorities would be challenged as a mother and commitments to other projects . the film labored in development hell for years , with pfeiffer replaced by ashley judd . the film ended up becoming the critically panned catwoman ( 2004 ) , starring halle berry . film analysis from comic to pfeiffer 's cat batman - 's in - depth analysis on tim burton 's catwoman 's comic origins possible comic influences on batman returns batman - 's in - depth analysis on possible comic book influences of batman returns ' plotline