Batman Returns is a 1992 American film directed by Tim Burton, based on the DC Comics character Batman. It is a sequel to the 1989 film Batman nd the second installment of Warner Bros. initial Batman film series, with Michael Keaton reprising the role of Bruce Wayne / Batman. The film, produced by Denise Di Novi and Burton, also stars Paul Freeman as the Penguin, Michelle Pfeiffer as Catwoman, and Bob Gunton as corrupt police commissioner Gillian B. Loeb. In Batman Returns, Batman must prevent the Penguin from murdering all the children in Gotham City.

Burton originally did not want to direct another Batman film. Warner Bros. developed a script with 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. After a falling out, Waters was removed from the project and Wesley Strick was chosen to do an uncredited rewrite shortly before filming. This included normalizing dialogue, fleshing out the Penguin's motivations and master plan and removing scenes due to budget concerns. Strick continued working as the on-set writer all through filming, an early trailer credited Strick as co-screenwriter with Waters having sole story credit but after a dispute from Hamm he received no credit whatsoever. Annette Bening was originally cast as Catwoman but became pregnant and was replaced with Pfeiffer.

Batman Returns was released on June 16, 1992. It grossed $366.8 million worldwide on a budget of $80 million and received positive reviews. Critics praised its action sequences, performances, Danny Elfman's score, effects, and villains, although its dark tone was criticized. The film was nominated for two Academy Awards: Best Visual Effects and Best Makeup, as well as two BAFTA awards.


In 1957, on Christmas eve, there was a young boy named Oswald Chesterfield Cobblepot, whose mother was Esther Cobblepot, an active member of the Daughters of the American Revolution, a lineage-based membership service organization for women who are directly descended from a person involved in the United States' efforts towards independence. Oswald's father was Tucker Cobblepot, the district attorney of Gotham City who fought to keep criminals off the streets every day. Oswald was said to have a good life due to being born in the lap of luxury, however, he was taunted mercilessly for his short stature, weight, way of walking, and beak-like nose. Oswald was forced to carry an umbrella by his overprotective parents since Tucker's late father, Oswald's grandfather, died from bronchial pneumonia caused by going out in the rain without an umbrella. Oswald was mercilessly taunted by his school bully Shark and his gang of boys. They took Oswald's umbrella and Oswald pleaded to have it back. Shark even mocked Oswald by calling him a penguin. After insulting Oswald by calling him a penguin, the bullies got an idea where they first threw Oswald's umbrella into a drainage stream into the sewer and then Oswald himself. The rest of the boys were shocked thinking they killed Oswald, however, Shark just smiled announcing that Oswald will be fine since he is a penguin. Oswald and the umbrella floated into Arctic World of the Old Zoo due to buoyancy. Despite Oswald being cold, alone, and frightened, he was discovered by Emperor Penguins.

In 1992, during the month of Christmas, there was a meeting going on a City Hall where police Commissioner Gillian B. Loeb, Mayor Harvey Dent, and various members of the city council were having a Christmas dinner party hosted by Mayor Dent himself. The party was in honor of Lieutenant Eddie Bullock, was retiring due to the city's mandatory retirement policy. Although Bullock was unhappy about this, Commissioner Loeb made a toast for the future of Gotham City. After Loeb made his toast with wine, Dent made another toast announcing that he has decided to change the retirement policy so Bullock can volunteer when he feels the time is right. This led to many cheers from the city council and Selina Kyle, Loeb's shy and timid secretary. Loeb was still frozen as this went down and when Dent asked if Loeb was fine, Loeb politely excused himself from the dinner table. Loeb went to his office and removed his glasses. Afterward, Loeb opened his desk drawer and pulled out a broken music box with a ballerina on it. Loeb then pulled out a needle from his pocket and began torturing the ballerina on the music box, pretending to torture an actual woman. Finally, Loeb was informed by his shy as well as timid secretary Selina Kyle that it was time to get down to the plaza for the tree lighting ceremony. Loeb then hid the music box back in his drawer, put on his glasses, and left not before being rude to Selina such as by calling her Sandra by mistake and then ordering her to clean up after the city officials in the dining room. Loeb joined the city officials and threatened Dent, warning him that he forced several police officers to sign a petition for a recall, that will happen unless Dent made Bullock retire. However, Dent, who is arrogant to the point of being overconfident, dismissed Loeb's warning by announcing that he's invulnerable. During the press conference, Bullock was being awarded for reducing Gotham's crime rate during his time as commissioner.

As Bullock made his speech, about how he wishes to hand world peace in a box wrapped in a huge bow, a huge present box starting arriving. Dent whispered to Bullock that it was a good idea, however, Bullock denied it was his. Suddenly, a group of clown-like criminals known as the Red Triangle Circus Gang attacked Gotham Plaza. The police intervened only for the Strongman to pick up the police car and throw it to the ground as if it was nothing. Dent rushed over to another police car that was arriving and ordered Bullock to contact Batman. The circus gang arrived demanding Loeb. Police Deputy Commissioner Arnold Flass valiantly defended Loeb by announcing if they want Loeb, they will have to go through him. Flass urged Loeb to save himself and Loeb started to flee the scene while Batman arrived from the Batcave. When Loeb was escaping, he purposely knocked over an old woman. Selina, who was delivering Bullock a speech that he forgets, saw what happened and rushed over to aid the elderly woman upon discovered that the old woman had a locket around her neck, with pictures of her family. Selina helped the woman to her feet, handed the elderly woman her shopping bags, and took the woman to a nearby store for safety. Batman, Bullock, Flass, and the police started working together to fight the Red Triangle gang members. Selina was taken hostage by a clown with a taser only for Batman to save her. Afterward, Dent congratulated everyone for their hard work and Flass told Batman how they were after Loeb. Bullock then began to wonder out loud where Loeb went. As Commissioner Loeb was fleeing into the night, he stopped to take a deep breath since he was tired from all that running. Loeb didn't look where he was going as he was walking and fell down an open manhole cover.

Later on, Commissioner Loeb woke up in the stuffy Cobblepot Mansion, faced to face with Oswald Cobblepot feeding penguins with bird seeds and the Red Triangle Circus Gang dining at a table. Loeb twitched his eyes when he saw Cobblepot because rumors were going around that Oswald Cobblepot, the aristocratic professor of ornithology at an American university, was secretly the leader of a gang that was selling drugs to priests, which Cobblepot would confirm is true much to Loeb's surprise. Cobblepot told Loeb to call him Penguin and asked that Loeb endorse his candidacy for mayor. Loeb refused to help that he is not so easily intimidated by thugs and monsters, however, Penguin called Loeb a monster, a very respected monster while Penguin is not. Loeb denied this by arguing that he does have to be tough as an officer of the law, but that does not make him a monster. Penguin told Loeb not to embarrass himself and began to present a case in front of everyone as to why Loeb is a monster. The first piece of evidence Penguin had was a vile of toxic waste that the police have been dumping into the sewers under Loeb's supervision. Loeb argued that toxic waste could have come from anywhere. Penguin then asked Loeb about the documents proving that he has been accepting mob payments from Carl Grissom since his term as commissioner. Loeb then argued that if such records existed, they would have been shredded, not that this is a confession. Penguin then revealed that he found the shredded documents and taped them back together. Penguin then asked Loeb how Detective Marcus Driver was, it seemed odd that Driver would disappear when investigating corruption in the police department. Loeb then revealed that Driver left Gotham years ago for Miami because of a waitress and resigned from the force. However, Penguin revealed that he saw Loeb stab Driver to death and then flush Driver's remains down a toilet after chopping off his body parts. Penguin then picked out a bag and pulled out Detective Driver's hand to wave at Loeb revealing that he collected the body parts after Loeb flushed them. Penguin then told Loeb that he studied him before their meeting. Loeb then agreed to endorse Penguin's candidacy for mayor but asked that Penguin help him. Penguin agreed to promise Loeb that he won't regret this.

The next morning, Mayor Dent and the city council were holding a press conference with Dent promising that what happened at the tree lighting ceremony will never repeat itself. Councilman Hamilton Hill promised to provide his support as well due to being the husband of Mrs. Hill and the father of their infant son Jordan Hill. Loeb convinced Hill to bring his wife and son to show the public the city government is being sincere. Unfortunately for Hill, a circus clown working for Penguin skilled in acrobatics abducted baby Jordan in front of everyone and hopped into the sewers with the baby in his arms. Hill and his wife went after their son only for Loeb to have the police officers at the scene restrain them. Mrs. Hill suddenly burst into tears upon being restrained by a police officer screaming at the clown to give her son back. Hill angrily turned to Loeb demanding to know what he was doing as well as ordering the two police officers to get their hands off him as well as his wife. In the sewers, the clown handed Penguin baby Jordan and Penguin came out of the sewers with Jordan in his arms after making it appear that he saved the infant child from danger. The two police officers released the Hills as Penguin walked toward them with Jordan in his arms. Penguin handed Jordan back to his crying mother and Mrs. Hill as she was still crying, repetitively kept blessing Penguin. Penguin then won the admiration of the public and announced his intention to run for mayor. Bruce Wayne, from his home in Wayne Manor, saw the footage of Penguin saving the life of a city councilman's son and became fascinated by this while Jacob was decorating the Christmas tree.

In the evening, after everything went according to plan, Loeb went to his office where he spotted his secretary Selina Kyle going through the files for Loeb's meeting with Bruce Wayne in the morning. Selina was nosy and revealed she hacked into Loeb's computer files after deducing his password was Yogi, as in Loeb's stuffed Yogi Bear toy, and found details of her boss' mob ties. Although Selina wore that she would not let it slip, Loeb took off his glasses and pushed her out of the window to silence her. After putting on his glasses, Loeb spotted Deputy Commissioner Flass standing by the doorway of his office. Loeb anxiously tried to cover his tracks by claiming that it was an accident, he leaned in and accidentally knocked her out. However, Flass, who saw what happened, nodded his head gravely announcing that Selina jumped. Loeb was startled at first but then when he realized that Flass was covering for him, Loeb went along with it and asked if it was because of boyfriend trouble. Flass then smiled telling Loeb that Selina jumped out the window because of stress. In the meantime, while Loeb and Flass were providing a cover for the incident, Selina fell through several red canvas awnings adorned with Loeb's slogan on protecting the citizens of Gotham City, softening a fall that would have been fatal otherwise. She landed in an alleyway, knocked unconscious with only a mild concussion. Several cats suddenly started licking Selina and she was suddenly back from the dead.

Upon being pushed out a window, Selina returned to her apartment where the television was left on. Selina tried to calm down by drinking a carton of milk. The news came when William Monte, a city councilman, announced his plans to decorate Commissioner Loeb for bravery, calling him the person that Gotham deserves. Councilman Monte's comment made Selina suffer a psychotic breakdown: she began trashing her apartment, stabbing all her stuffed animals, and fashioned a skintight vinyl costume. Selina then decided to call herself Cat-Woman, feeling more yummier than ever. The next day, Commissioner Loeb and Mayor Dent held a meeting with Bruce at City Hall to discuss the plans for the Christmas party at Wayne Manor to raise money for the city. When the conversation finished about the plans for the ball, Dent asked Bruce if he was bringing Vicki Vale as a date. Bruce told Dent that he and Vicki are not seeing each anymore. Dent then told Bruce that he should date a woman with the same interests as him. Bruce then chuckled that it sounded frightening. Selina then appeared in the conference room, covered in bandages, and sported a more confident and assertive attitude, that somewhat amazed Loeb. Selina feigned amnesia and an instant attraction developed between herself and Bruce. Flass arrived to bring coffee for Bruce, Dent, and Loeb, however, Flass dropped the tray, spilling the coffee all over him, upon discovering that Selina was still alive. Flass then screamed in agony since the coffee was burning him. Selina confidently went to get a cup of Jo's for Bruce, Dent, and Loeb. Bruce decided to follow Selina out of curiosity while Flass pulled Loeb aside as Flass was using a tissue to clean the coffee stain off his suit. Flass told Loeb that he will deal with Selina personally. Loeb told Selina to leave Selina be and only vowed to kill Selina only if she blackmails him. As Selina was picking up the coffee, she was secretly squeezing blood from her fingers into Loeb's coffee cup.

Later, Loeb went to visit Penguin by revealing that Loeb had several police officers sign a petition for a recall and convinced Jen, a city publicist, as well as Arthur Reeves, a city councilman, to aid Penguin in his campaign for mayor. Jen convinced Penguin to put on a pair of gloves by revealing to Loeb that research had demonstrated that "voters respect people who wear gloves". Arthur made a rude joke about Penguin's appearance prompting Penguin to bite Arthur's nose, disturbing Jen. Loeb then told everyone to get back to work. Loeb told Penguin that to become mayor, they needed to take steps to terrorize Gotham and the Narrows, a crime ridden neighborhood, to turn the people against their mayor. Penguin wasn't listening to Loeb because he was distracted by his lust for Jen. Loeb was looking forward to Bullock's retirement since Bullock was clean, but Mayor Dent changed the retirement policy for Bullock to retire when Bullock felt it was time. That was the reason why Loeb went Penguin to be mayor, to remove Bullock. For years since Carl Grissom disappeared, Commissioner Loeb has been making a power grab for Gotham, except that Bullock was obstacle in his rise to power. Loeb pretended to respect Bullock, when in reality, he hated him. Bullock worked in the police department for many years, and despite that, everyone disrespected Bullock because of how badly he treated them. Bullock was a rude and foolish man who believed that he ran Gotham. As Loeb knew, if you put the flaws aside, Bullock was deep down a law-abiding man who kept the department in line. Once Dent was removed as mayor, Bullock will be removed as lieutenant. Penguin agreed to Loeb's request while announcing to Jen to "burn baby burn".

Penguin and Loeb tasked the Red Triangle Gang to attack everyone in Gotham to defame Mayor Dent. Batman arrived and started to fight them with aid from Bullock. Batman used a Mega-Batarang to take out members of the Red Triangle Circus Gang surrounding him, but it was snatched by the Ratty Poodle before it could return to his hand. Bullock contacted Loeb, demanding backup, however, Loeb denied Bullock's request by telling him that the police had worse fish to fry before having the dispatcher hang up on him. Bullock then proceeded to take on the Red Triangle Gang on his own. After Batman threw a clown down the stairs with one arm, he confronted the Strongman. The Strongman dared Batman to strike him, after decking him in the face the Strongman also barely fazed, quickly turning his back towards him. Unbeknownst to him, Batman had slipped a bomb into the Strongman's sash. Before a brawl could begin, the Strongman noticed the sound of the time bomb. While in shock, Batman quickly jumped upward putting his weight into a tremendous forearm blow that struck the Strongman's neck and face, knocking him down into a large sewer opening. Batman then walked over to Bullock while an explosion occurred underground, killing the Strongman. Batman came face to face with Bullock, who was looking at Batman with contempt as usual. Bullock rudely asked Batman what he was doing here while addressing him as a vigilante and that this is police work. Batman sympathetically told Bullock that he just wanted to do the right thing which made Bullock agitated. The right thing? Is that what Batman was always doing, by running around in a costume? He turned the law into a joke, his activities as a vigilante convinced people to become criminals. Batman then argued that he cannot control the decisions made by other people and there were always criminals who were psychotic long before he arrived. That made Bullock more verbally abusive.

In the meantime, Selina went to City Hall and caused a major explosion on its ground floor, which brought her into conflict with Batman. While Batman and Bullock were arguing about vigilantism with Bullock doing all the yelling, Cat Woman managed to cartwheel over to them from City Hall. Batman and Bullock then stopped arguing to focus on Catwoman. Bullock then demanded to know who she was. Catwoman said "meow" and then City Hall blew up in front of Batman and Bullock, who covered themselves from the explosion. Catwoman then started to escape the scene of the explosion by climbing to the top of another building by crawling on its wall. Bullock then started jumping to conclusions believing that Batman was distracting him long enough for his girlfriend to commit a terrorist attack. Batman then managed to climb to the top of the building through the fire escape where he was face to face with Catwoman. In the ensuing fight, Selina was quickly defeated by Batman but managed to get him to drop his guard. Catwoman was able to land a severe kick from her stiletto-heeled boot to his abdomen. Immediately after she began wildly attacking him with her bullwhip, knocking Batman over a ledge and ensuring him with it, where she began to taunt him. During this Batman grabbed a Napalm Capsule from his belt threw it at her arm, causing her to fall on a slick rooftop. Scrambling to save herself from falling, Batman pulled her up to a ledge in front of a large penthouse window, where the two seemed to have established a temporary truce. All of a sudden, Catwoman took Batman aback by behaving in an openly seductive way: first, she caressed his cowl, then she sensually explored his body armor with her clawed hand, and eventually, she stroked his abdominal protections with her fingers. Once more deceiving him, she found a weak point in the batsuit (on the flank just above the bat belt), and abruptly stabbed him in the side. Although in severe pain from the punctures, Batman reacted by immediately knocking her off the building, causing Catwoman to plummet into the back of a truck carrying kitty litter, absorbing the force of her fall.

Later, Penguin was writing a list down the names of all the infant boys in Gotham City that came from wealthy families as well as their addresses. Penguin then hid the list when Cat Woman was there, making herself comfortable in his bedroom. Penguin and Cat Woman both shared hatred for Batman. Although Penguin stated that he already planned to sabotage the Batmobile with the blueprints he obtained from one of the engineers who designed it, Catwoman noted that Batman would have more power as a martyr and that the only way to truly destroy him was to frame him and turn him into one of the criminals that he despised. Realizing that Cat Woman was right, Penguin agreed to it and started making advances toward her. Cat Woman started to intimidate Penguin by putting his pet canary, Hiram, in her mouth. Penguin then held a hidden blade from his umbrella to stab Cat Woman's cat who was there. Cat Woman then stopped and released Hiram from her mouth. Afterward, Catwoman began to "bathe" herself by licking the gloves of her vinyl suit rather than propose ideas on how exactly to frame Batman. Penguin soon devised a new plan to frame him for kidnapping and controlling the Batmobile by remote to attack pedestrians.

The following day, Bruce found Selina window shopping at Gotham Plaza and invited her to his house for a dinner date as well as to watch the tree lighting ceremony together. Selina agreed to it. Later that evening, Shark, the person who threw Penguin into the sewers when they were little, was now driving a truck until he decided to stop by at a diner for a quick snack. Ultimately, Penguin arrived to confront his opponent. Shark then remembered who Penguin was and started mocking him about his appearance, how "Oswald resembled a penguin". Getting angry, Penguin immediately threw Batman's Batarang on Shark's head to knock him unconscious. Penguin then kidnapped him and left the bloody weapon on the road and thus, framed Batman for the kidnapping. Penguin even left Jen and Arthur behind as witnesses to Batman's crime.

Over dinner, Selina and Bruce spoke about Bruce's personal life, and Bruce revealed that he had trouble with his previous girlfriend, Vicki Vale. Selina accused Bruce of keeping things from Vicki, however, Bruce revealed that he told Vicki everything and it frightened her because Bruce having trouble with duality. Selina asked Bruce if Vicki's assumptions were true, and though Bruce was reluctant to answer, telling Selina "You might not let me kiss you", he confirmed that Vicki was indeed right. Seeing a kindred spirit in Bruce, Selina leaped on him and the two began kissing passionately. Their attempts to become more intimate resulted in almost exposing the other's injury and they abruptly stopped. All of a sudden, Bullock, Jen, and Arthur started to hold a press conference where Bullock announced that Batman kidnapped Shark with Jen as well Arthur being witnesses. As Bruce excused himself to suit up, Selina left and got into her costume to carry out her and Penguin's plan.

Catwoman and Batman arrived at the same time to an abandoned firetrap owned by Penguin and fought before Catwoman used her whip to drag Shark to the building's roof. To her shock, the Penguin had engineered Shark to fall off the building while making it look as if Batman pushed him. Bullock arrived with two policemen intending to arrest Batman. Ultimately, Loeb arrived and although Loeb knew Penguin was responsible for kidnapping, he ordered his men to shoot Batman. Batman then fell on top of another building. Cat Woman pinned Batman down, straddling his chest. She briefly flirted with him before they realized they were directly under some mistletoe, and she leaned downward giving him a cat-style kiss, licking him from his chin to his nose. Catwoman taunted Batman over his failure to save her and Shark, suggesting that he should retire. She slowly got off of Batman before suddenly grabbing him and tried to stab him, but he kicked her aside and left, transforming his cape into a glider.

Batman managed to escape to his Batmobile. Loeb and Flass, who was in on the whole thing, went to take a parked city bus that was abandoned. Flass then stopped the bus all of a sudden to pick up passengers. Loeb angrily asked Flass why he did that and Flass argued that he had to, it was on the bus driver's travel plan, making Loeb realize how stupid Flass is. When Batman boarded his Batmobile, he found that Penguin had gained control of it and, while he was in it, sent the car on a destruction joy-ride through Gotham's streets, knocking over cars. Batman managed to regain control over the Batmobile before it could run over a little old lady walking down the streets. Batman was then pursued by police cars and a bus. The police almost caught Batman, but Batman was able to squeeze through an alleyway, thus causing all the police cars to crash into each other when they tried to pursue him into the alleyway. Flass stopped the bus before it could hit the other cars. When all the passengers were leaving the bus, a little girl told Flass he was much better than the regular driver. Loeb then snarled at the little girl prompting her to nervously leave. Afterward, Loeb shot an ice-cold glare at Flass.

Later, at the Cobblepot Rally, Penguin was assuring the audience that he would be a far greater protector of Gotham instead of Harvey Dent. During the Penguin's rampage, Batman recorded his insults toward the people of Gotham. Jacob managed to hack into the frequency of the stage speakers and play recordings of Penguin insulting the Gothamites from their previous encounter; "Hey just relax, I'll take care of the squealing wretched pinhead puppets of Gotham" and "You gotta admit, I played this stinking city like a harp from Hell!" Penguin was confused at what was going on at first but then saw his supporters abandoning him as well as Loeb, who whispered to Bullock to "be prepared". Bullock was confused by all this and tried to calm down the citizens of Gotham when they started throwing eggs at Penguin. Penguin responded by using his machine gun umbrella and escaped. Bullock and the police started to pursue Penguin, with Bullock wanting Penguin brought in alive. Ultimately, Penguin jumped from the bridge Shark dumped him from when they were little and into the stream. Everyone saw Penguin's top hat floating and an officer was about to shoot only for Bullock to forbid it, announcing that he wanted Penguin alive. All of a sudden, Loeb appeared out of nowhere and ordered them to shoot the hat. The police then started shooting at Penguin's hat until it sank, making Loeb believe Penguin was dead, much to his delight.

At Bruce's Christmas party, on December 21st, everyone was there wearing costumes: Bullock was wearing a football helmet as well as a tuxedo, Jacob was Julius Caesar, Arthur was Batman, Jen was Catwoman, and Commissioner Loeb was a sultan which is why he wore a turban on his hand. Bullock rudely confronted Loeb, to express his suspicions: according to a news article that Bullock had, the Red Triangle Circus Gang once toured North America. On their last tour to in 1987, the circus grounds were shut down when several parents started to report their children missing. From a photo that Bullock had of Penguin attending a show, that was when the children went missing. All the circus performers who took part in the recent riots were the ones who went missing before they could be questioned by state police, who were investigating the disappearances. Bullock questioned Loeb of being a strong supporter of Penguin and accused Loeb of being involved in the riots. Loeb refused to confirm or deny these accusations but said to this to Bullock, "I am the light of this city, and I am its mean, twisted soul. Does it matter who's the mayor?" Not wanting to be intimidated by Loeb, Bullock called him a "dirty cop" and vowed to prove it. Loeb just sarcastically yawned at Bullock and left, not considering Bullock's warnings. At the ball, Flass nervously asked Selina if she could dance with him, but Selina ignored him and went to Bruce. Similar to Bruce, Selina was also not wearing a costume but just an elegant black dress.

As Bruce and Selina started to dance, Selina revealed that she brought a gun to his party to kill Loeb. Bruce is shocked by this and hides the gun before any of the guests could find out. Bruce pleads for Selina to not kill anyone at the party. All of a sudden, as Bullock and Jacob were commenting on Bruce and Selina being made for each other, Bruce and Selina deduced each other's identities from the injuries that they gave each other. Selina became worried that she and Bruce would have to fight, but Bruce told her they should head to his study. Before they could leave, the Penguin managed to break into the party. At the umbrella point, Penguin forced Loeb into the Duckmobile. Before leaving with his his hostage, Penguin revealed to the guests at the party that he has sent the Red Triangle Gang to kidnap all their infant children, to take them down to the sewers to drown in toxic waste. Jacob told Bruce that they had to do something only to find Bruce has already left the scene.

In the meantime, the Red Triangle Circus Gang were taking infants from their homes and luring toddlers by promising them lollipops. Because their parents weren't around to protect them, the toddlers fell for this trick and were put in cages. As the toddlers were yelling at the gang to release them, the Ring Master told the children to be quiet or he'll give them something to cry about. Finally when threatening them wouldn't work, the Ring Master barked orders for the gang to be quick about it. Ultimately though, Batman managed to intervene and take them all out. Before Batman could interrogate the Ring Master, Flass arrived attempting to arrest Batman and pointed a gun at him in front of the children, who were still in the cages. Flass made plans to take credit for saving the children and to arrest Batman to get on Loeb's good side. Batman was enraged that Flass was pointing a weapon at him in front of children, so before he could act, Bullock knocked Flass out. Batman was surprised by this since Bullock wanted him in prison since Bullock saving him was similar to Captain Hook saving Peter Pan. Bullock angrily told Batman to leave before he changed his mind and Batman did, smiling for the first time. Before leaving, Batman thanked Bullock for helping him. Bullock then started to groan, because he saved the man he hates the most.

While Penguin was at his lair, Commissioner Loeb was trapped in a cage. Penguin boasted to his hostage that he will drown all the children in the toxic waste that Loeb dumped into the sewers in front of Loeb and then he will drown Loeb himself. Loeb started to show signs of disgust and discomfort. Despite being corrupt, there were some crimes that Loeb was uncomfortable committing, such as endangering children. Loeb blurted out to Penguin that he will never get away with this, but Penguin laughed revealing to Loeb that he will use candy to lure the children into the sewers, disgusting Loeb even more. Suddenly, the Ring Master's chimpanzee came to Penguin and Penguin asked where all the children were. The chimpanzee then gave Penguin that Batman wrote, mocking Penguin about his failure to kidnap all the children. Penguin then started to scream in anger. A few hours later, Penguin told Loeb and his penguins that he has derived another scheme to kill the children, he was going to infect them with his rabid birds, who had helmets that the Penguin would electronically control using radio waves. Penguin boasted that he was going to infect those children in front of their parents.

At the precinct, Bullock and his men were ensuring that the children were returned to their parents. While the parents were discussing how grateful they were to Batman for saving them, Bullock got angry and screamed at the parents that Batman was the reason why their children were put in danger, arguing that Batman inspires people to be criminals, such as Penguin. A little boy nervously asked his mother why Bullock, that "mean man", wanted to throw Batman in jail. Bullock started to growl at the boy prompting him to hide behind his mother. Bullock then walked into his office feeling guilty about scaring a child. All of a sudden when Bullock saw a flock of birds, rushing toward the precinct, Bullock realized this was another Penguin ploy and ordered the windows to be closed. Bullock ordered everyone to remain in the building so they wouldn't get infected. While Batman was headed to the Arctic Zoo in a ski boat, Jacob managed to jam the Penguin's frequency in the bat cave to send the birds back to where they came from. When Bullock saw the birds retreat, he started to suspect this was Batman's doing.

Penguin realized Batman was headed to his hideout and saw his circus members abandoning him. Penguin tried to flee in the Duck Mobile only for Batman to crash into it. Penguin then attacked Batman in retaliation for ruining his plans. After he choked Batman with his umbrella, Penguin unsheathed a blade from the tip. Batman then took out a remote control from his Utility Belt, revealing that the penguin army had now regathered at the zoo grounds. Furious and horrified at the same time, Penguin viciously swiped his umbrella at Batman. Cobblepot fell for Batman's simple tactics after he became enraged, breaking his blade against his duck wreckage after side-stepping and guiding Penguin toward it. After Penguin gawked at his broken weapon he knocked the remote from Batman's hand, not noticing that he was now holding completely still, allowing him to do so. Batman followed up by quickly taking the umbrella from Penguin, knocking him toward the remote with it. Penguin picked up the remote and pressed a blinking red button believing that it would kill all those children. Unfortunately for Penguin, the birds he was planning to use to infect the children, attacked him. While he tried to avoid them, Penguin fell backward through the large window of his lair and into the poisoned water below. Batman just stood there calmly believing that Penguin died.

While Batman was fighting Penguin, Loeb escaped from the cage by promising the Penguin's pet chimpanzee an expensive gold watch that was difficult for a police commissioner to afford in exchange for the keys. The chimpanzee got angry at Loeb for not giving him the watch only for Loeb to frighten the chimpanzee into leaving by pointing a firearm at him. Loeb then put the firearm hidden in his jacket and smirked as he watched the chimpanzee flee. Before Loeb could escape, Catwoman attacked him in anger. Loeb begged Catwoman for his life by promising her money, jewels, or cat food. However, Catwoman still wasn't interested because all she wanted was Loeb's blood, not a pint, gallons. Batman, after defeating Penguin, arrived at the scene. Loeb started to thank Batman for saving him by announcing to Batman that by saving him, he has saved Gotham. Batman pushed Loeb onto the ground and announced that Loeb was going to jail for helping Penguin. Catwoman angrily refused to let Loeb be arrested by arguing that Loeb will just weasel his way out as usual. Batman tried to talk her out of it, claiming that Loeb deserved to stand trial and go to prison rather than be killed. Batman unmasked himself in front of Loeb and Catwoman in an attempt to convince Selina otherwise. Bruce promised that if they turned Loeb in, he and Selina would head home, together. Selina was starting to consider Bruce's proposal until Loeb pulled out the firearm he used earlier to frighten the chimpanzee, to shoot at them. Loeb shot Bruce and Bruce fell to the ground. Bruce wasn't necessarily injured and started to play dead to protect himself. Loeb announced to Catwoman, finally realizing that she is Selina, that she is fired and then started shooting at her.

Selina challenged the gun Loeb fired at her four times, hitting her once on her left shoulder and the grazing sides of her thighs. During this Selina began ranting that she had nine lives, counting each gunshot as a "life" even though two of Loeb's shots missed her completely. Loeb looked at his gun in disbelief after emptying his revolver at such a close range. Loeb then threw the gun at Selina's head and Selina began to laugh wildly. Pulling out a taser, Selina then electrocuted Loeb to death. When Bruce stood up, he found Loeb was now a scorched and skeletal corpse. As for Selina, she was gone. Bruce all of a sudden started to hear one of Mozart's famous piano pieces being played by the Penguin, who was bleeding from his nose and mouth. While playing the piano, Penguin, who thought Loeb was still alive, told Bruce that he planted a bomb in Loeb's car. Bruce just stood there motionless as he watched Penguin continue to play the piano. Finally, Penguin collapsed onto the ground before he could complete Mozart's work. All the penguins who were there dragged Penguin into the toxic waste that Penguin was planning to dump the children in earlier. The penguins started to cry after laying Penguin to rest. Bruce was saddened by Penguin's death because he felt Penguin had a chance for redemption only to have that taken from him.

Jen, still dressed as Catwoman, and Arthur, still dressed as Batman, met at the parking lot outside Loeb's precinct where Loeb's car was parked. Arthur told Jen that he was taking advantage of the situation with the Penguin to run for mayor and wanted Jen to not just be her campaign manager, but something else. Jen is confused by this until Arthur went down on his knees to propose to her with a diamond ring. Jen accepted and Arthur put the ring on her finger. All of a sudden, when the timer of the bomb in Loeb's car reached zero, the whole parking lot, blew up, with Jen and Arthur being the only casualties. Jacob was driving to the scene to defuse the bomb after Bruce called him but arrived there too late as the bomb already went off.

Dent and Bullock were playing pool together in the basement of Dent's house. Bullock told Dent his suspicions of Loeb being corrupt and working with Penguin. Dent believed Bullock but told him that Loeb won since Dent was resigned as mayor. Bullock objected and Dent revealed that he had to since the city council believed him to be unstable due to Penguin almost beating him in the elections. Dent revealed that he had to run his family's law firm due to his father being sick, so this was for the best. Dent believed that Bullock would be a better commissioner than Loeb and urged Bullock to run for the position. Bullock refused only for Dent to argue that Loeb acted as a politician while Bullock acted as a lawman. Bullock objected that if he were to run for commissioner, where would he get the money. Dent promised Bullock that the Dent family will finance his campaign if he ran. Bullock still refused by admitting that he has bad people skills since he growled at a child tonight. Shocked, Dent asked Bullock why he would do that. Bullock admitted he is jealous of Batman and annoyed at the child for idolizing him. Nevertheless, Dent announced that Bullock is a better man than Loeb will ever be. Bullock asked Dent if Batman will ever forgive the city for turning against him. Dent admitted that Batman probably won't, but he will always be there to help when needed.

When Jacob was taking Bruce home, Bruce sadly told him about his failure to save Selina. Jacob told Bruce how proud he is of him for not falling down that dark path that Selina did. Bruce wanted to tell Jacob about how he manipulated Penguin into killing himself but decided against it. Catwoman was later on watching Jacob drive Bruce home from the top of a building. Catwoman removed her mask and started to burst into tears, wishing that she accepted Bruce's proposal. If she had accepted Bruce's proposal, they would've lived happily ever after, similar to a fairy tale.


  • Michael Keaton as Bruce Wayne/Batman
  • Paul Freeman as Oswald Cobblepot/Penguin
  • Bob Gunton as Commissioner Gillian B. Loeb
  • Michelle Pfeiffer as Selina Kyle/Catwoman
  • Martin Sheen as Brigadier General Jacob Kane
  • Billy Dee Williams as Mayor Harvey Dent
  • Vincent Schiavelli as The Ringmaster
  • Pat Corley as Lieutenant Eddie Bullock
  • Anna Katarina as The Poodle Lady
  • Paul Reubens as Tucker Cobblepot
  • Diane Salinger as Esther Cobblepot
  • Andrew Bynarski as Deputy Commissioner Arnold Flass
  • Jan Hooks as Jen
  • Steve Witting as Arthur Reeves
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