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Batman Returns is a 1992 American superhero 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 infecting 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.

Plot

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, again on Christmas Eve, there was a meeting going on a City Hall where police Commissioner Gillian B. Loeb, Mayor Harvey Dent, police lieutenant Eddie Bullock, and various members of the city council were having dinner. This was not a Christmas dinner party but it was a dinner party to celebrate Bullock's retirement, who was now 67, a mandatory retirement age. Commissioner Loeb made a toast for Bullock while Bullock was depressed about all this.Bullock didn't want to retire, he enjoyed being a cop, he enjoyed protecting people from criminals, such as Batman. After Loeb made his toast with wine, Dent announced to everyone in the room that he was planning on changing the city's retirement policy where Bullock will only retire when he sees fit. This pleased the city council and the grateful Bullock, but not Loeb, who went to his office and took up his glasses. After taking them off, 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 lightning 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 lets Bullock retire. However, Dent, who is arrogant to the point of being overconfident, dismissed Loeb's threat by announcing that he's invulnerable. During the press conference, Bullock was being awarded for reducing Gotham's crime rate during his time as lieutenant.

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 an officer to contact Batman. The circus gang arrived demanding Loeb. Bullock valiantly defended Loeb by announcing if they want Loeb, they will have to go through him. Loeb then fled the scene while Batman arrived from the Batcave. Batman and Bullock worked together to defeat the circus gang. Bullock blamed Batman for what happened believing his existence inspired people to become criminals while Dent congratulated Batman and told him how the gang was trying to kidnap Loeb while Bullock stared at Batman with contempt. Loeb kept running and running but stopped to rest thinking he finally lost them. However, Loeb didn't look where he was going and fell down an open manhole.

Loeb woke up to where he saw the same gang who tried to abduct him and Oswald, who was now their leader, prompting a shocked Loeb to realize that the rumors about Oswald Cobblepot, a professor of mathematics at Gotham University, being the leader of a gang, is true. Oswald, calling himself Penguin, demanded Loeb endorse his candidacy for mayor. Loeb at first refused, the Penguin blackmailed him with incriminating evidence of Loeb's past crimes. The first piece of evidence that Loeb had was a batch of toxic waste that Loeb had the police dump into the sewers. Loeb denied this by pointing that the toxic waste could have arrived from anywhere. Penguin asked about the bank records that proved Loeb was accepting payoffs from the mob over the years. Loeb announced that he is not admitting to anything, but he would have seen to it that the records were shredded only for Penguin to reveal that he actually taped everything back together. Penguin asked Loeb how the late police commissioner Jack Grogan was doing. Loeb said Grogan is well, moved to Jamaica because of some girl. Penguin then it was a coincidence that Grorgan disappeared while investigating corruption in the department and revealed he saw Loeb kill his boss, chop off his body parts, and then flush them in the toilet. Loeb denied that by claiming Jackson quit and he is not a murderer, however, Penguin had Grorgan's human remains to prove it. Penguin told Loeb that he had studied him for a while. Loeb then agreed to help Penguin on condition that Penguin helps him out as well, which Penguin accepted.

Loeb then returned to his office, where he found his timid and shy ↵secretary, Selina Kyle, doing a last-minute check-up for his meeting the↵ next day with Bruce Wayne about a charity ball. Selina accidentally ↵revealed that she found out about Loeb accepting bribes from his computer. Loeb, fearing that Selina might let it slip, took off his glasses and pushed her through a window to her death. Loeb's subordinate, Sergeant Arnold Flass, saw what happened while going up to visit Loeb. Loeb, after putting on his glasses, saw Flass and began to panic. Loeb claimed it was an accident, and that he didn't mean to push her out. Flass, however, declared that Selina jumped. Loeb was confused at first and then went along with it after realizing what Flass was trying to do, asking if it was due to boyfriend trouble, however, Flass gravely said that being a police officer can be a very stressful career. Unknown to the two men, Selina was revived in an alleyway due to being licked by several cats. Selina then went home trying to calm down only to find her television left on by her. After the news about the Governor of New Jersey planning to decorate Loeb for bravery, Selina smashed her television, went through a breakdown, and began trashing her apartment. Selina fashioned a black vinyl costume and whip, deciding to call herself Cat-Woman.

The next day, during a speech, where Mayor Dent was promising that the Red Triangle gang would be defeated, councilman Hamilton Hill's baby son Jordan was kidnapped by a Red Triangle Gang member, who fled into the sewer, where he was "attacked" by the Penguin, who then "rescued" Jordan, brought him to the surface, and became a public hero. Loeb witnessed that and demanded that Penguin run for mayor since Dent failed to keep his promise in protecting Gotham. Later on, Loeb met with Bruce at his office, discussing plans for the charity ball to raise funds for the department. Bruce brought up the subject of Cobblepot being a crime boss and asked Loeb to look into it. Loeb, getting angry, turned his chair away from Bruce to pick up the music box and start using needles to cut the ballerina, pretending to torture a woman. Finally, Loeb calmed down and hid the box before Bruce could notice and reassured Bruce that if Cobblepot was a crime boss, he would know. Bruce and Loeb were visited by the heavily plastered but "amnesia-suffering" Selina, who displayed a more confident attitude and even impressed Loeb, who vowed to kill her only if she tried to blackmail him. Bruce was drawn to Selina immediately and almost forgot his coat and briefcase until Loeb and Selina reminded him. Loeb said to Flass, who was shocked that Selina was alive, that Selina's "change" didn't surprise him.

In order to sabotage Bullock, Loeb urged Penguin to coordinate the Red Triangle Gang's attacks in the neighborhood that Bullock's precinct is at. For some reason, Loeb wanted Bullock gone. Penguin was confused as to why Loeb couldn't just get Flass to eliminate Bullock only for Loeb to tell Penguin that it's complicated. As Penguin's goons terrorized Bullock's neighborhood, Batman confronted Penguin after subding his gang members. Meanwhile, Catwoman arrived at the kitchen in City Hall, put chemicals in a microwave, and opened a gas tank to release oxygen knowing that would increase the concentration causing an explosion. She also did this because of kinetic collision theory: when two particles collide at the correct orientation with sufficient enough energy. Concentration has been known to increase the collision frequency and that was what resulted in an explosion. After City Hall is destroyed, Penguin escaped with his helicopter umbrella. Batman went after Cat-Woman, who was climbing a wall to escape. Batman climbed a ladder to the rooftop and fought Cat-Woman. Batman pushed Cat-Woman to the ground and Cat-Woman screamed how he could hit a woman. Batman walked over to help her after apologizing only for Cat-Woman to kick him to the ground. The two continued to fight until Cat-Woman almost fell off the roof until Batman caught her. Catwoman then seduced Batman and stabbed him, resulting in Batman knocking her off a building. Catwoman survived by landing in a dump truck carrying kitty litter.

The next morning, Commissioner Loeb made an angry phone call to Penguin because of City Hall being blown up, it destroyed Loeb's collection of stuffed cartoon animals such as Huckleberry Hound, Mickey Mouse. Donald Duck, and Yogi Bear. However, Penguin denied it telling Loeb that it was Cat-Woman who did it. After hanging up on Loeb in annoyance, Penguin went to his bedroom where he found Cat-Woman there, making herself comfortable on Penguin's Victorian brass bed with her cat Miss Kitty. She proposed an alliance with the Penguin to get back at Batman. Catwoman dismissed Penguin's idea to kill the Dark Knight by turning the Batmobile into a bomb, claiming he'd have even more power as a martyr. Instead, Batman needed to be brought down to their level, framed as a criminal. After brushing off Penguin's sexual advances, she playfully threatened his canary by placing it in her mouth. Penguin responded by immediately holding a hidden blade from his umbrella to her cat. 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 the Ice Princess and controlling the Batmobile by remote to attack pedestrians. After that, Selina was window shopping, feeling guilty for forming an alliance with someone like Penguin. Bruce was there as well buying a newspaper and went to talk to Selina after spotting her there. After Bruce and Selina have a short discussion about public opinions on their alter ego. Bruce then invited Selina to have dinner with him at Wayne Manor. After a brief reluctance due to her own plans that night, Selina accepted.

In the evening, Shark, the boy who bullied Penguin as a child, was not only a man now but also an amazing father to two boys. Shark was surprised to see Penguin in his home and Penguin proceeded to knock him out by throwing Batman's Batarang on him. Afterward, Penguin had Jen and Josh, publicists that Loeb hired for his mayoral campaign, to carry Shark's body away. Penguin left the bloody weapon where it was so that Batman would get the blame for it. At Wayne Manor, Bruce and Selina were having dinner together. Selina and Bruce discussed Bruce's personal life, and Bruce revealed that he had trouble with his previous girlfriend, Vicki Vale, over his apparent difficulty 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. Just then, they saw a news bulletin about a civilian, a father of two, being abducted and Batman being the culprit. Bruce left telling Jacob to make up an excuse for Selina and when Selina was leaving, she told Jacob to make up an excuse for Bruce.  

Batman, knowing that Penguin had a vendetta against Shark since childhood, managed to track him down to a building where Catwoman was. Shark promised that once he got out, he would clear the misunderstanding with the police. Catwoman arrived though and forcibly dragged 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 hm. Jen and Josh then released a flock of caged bats when Shark's body hit the button, turning on the Christmas tree and making the bats attack people there. Loeb then arrived with Bullock and the police. For some reason, Bullock was unconvinced that Batman would kidnap a random civilian, but Loeb, who knew Batman didn't do it, ordered his men to shoot him. Batman was shot off the building under Loeb's orders and Cat-Woman approached him when he was on the ground. Cat-Woman tried to stab him again only for Batman to kick her aside and leave, transforming his cafe into a glider.  

When Batman got to his Batmobile, Commissioner Loeb ordered several police cars to pursue Batman for murder. However, Batman realized that Penguin had taken control of the Batmobile and Penguin used it to rampage the city, damaging property. The destruction reminded Batman two things: 1) The higher the kinetic energy, the higher the probability of a successful collision and 2) successful collision geometry is also what would contribute to a successful collision. Batman then disabled the device Penguin used and managed to escape the police by making them crash into an alleyway. Loeb, who was driving a police car with Bullock inside, stopped just in time. However, Bullock was confused since Loeb used to give Batman the benefit of the doubt when Bullock didn't and now Loeb wasn't. Loeb then just told Bullock that he is not assigned to questions. During the Penguin's joyride though, Penguin was insulting the people of Gotham by calling them idiots and Batman had it recorded.  

Penguin went to meet with Cat-Woman on the rooftop where they both drank wine to celebrate their success. Catwoman didn't like murdering Shark since he had children, but Penguin did since Shark bullied him because of his appearance. Penguin pulled out a diamond ring to propose to Catwoman, feeling that they can have a Bonnie and Clyde thing going. However, Catwoman rudely rejected Penguin's romantic advances. Penguin was angered at being rejected by a girl that he liked, so he tied Catwoman's neck to his helicopter umbrella . Catwoman managed to break free from the umbrella but fell through the skylight into a swimming pool where Vicki Vale was there, reading a newspaper. Vicki rushed over to see if Catwoman was alright. Catwoman swam to Vicki and started to express admiration for her legs, making Vicki blush.  

When Penguin was preparing for his speech, Penguin expressed anger that Batman was still alive, however, Loeb assured Penguin that there will be other times to kill Batman, especially now that the public hates him.. As Penguin began to make his speech, Jacob used the recording Bruce obtained earlier to sabotage Penguin, by making the people of Gotham hear Penguin's insults towards them. Penguin was angered to see all the business leaders supporting his campaign leave, especially Loeb, Jen, and Josh. Penguin tried to leave as well only to be cornered by the public. The public started throwing vegetables at Penguin prompting Penguin to pull out a machine gun and start shooting at everyone. Penguin then started to flee while being pursued by the police led by Loeb and Flass. Flass spotted Penguin at the bridge and pointed there prompting the police to shoot at him. Penguin then escaped by jumping into the river. Penguin's hat was still floating but Loeb ordered his men to shoot the hat. When the hat finally shot down, everyone started to believe Penguin died.

Later on, Bruce was informed by Jacob to get ready for his party. Bruce agreed to it since Selina would be there. At the party, Bullock, who was invited, ask Loeb if he was happy, almost making a low-level street thug become the mayor of Gotham City. However, Loeb made a speech announcing that he is the light of Gotham and its mean twisted soul, does it really matter who's the mayor? Bullock told Loeb that it matters to him and Loeb, being annoyed, said yawn to Bullock before leaving. Mayor Dent saw the whole thing and contemplated beating the Commissioner to death by flipping a silver dollar. The silver dollar had heads on two sides, but one of the heads on the coin was scratched. The coin flipped on the good heads prompting Dent to take a deep breath and forget this happened. Bruce saw Selina and they began to dance to music played by the musicians that Bruce hired. While the pair quickly started where they left off romantically, Selina eventually broke down; and revealed to Bruce that the only reason she wanted to date him was to get close to Loeb so she can kill her boss for pushing her out a window. Bruce saw that Selina brought a pistol with her and immediately hid it before any of the guests could see it. As Bruce tried to talk Selina out of it, Selina made a quote about how a mistletoe can be deadly if you eat it. Bruce realized that he said the exact same thing to Batman and Bruce quoted how a kiss can even be deadlier which Catwoman said to Batman. Once Bruce and Selina discovered each other's secrets, Selina panicked thinking they would have to fight. However, Bruce decided to take Selina to his study.

Before Bruce and Selina could leave the dance floor, Penguin blew the floor apart and appeared from beneath it to announce his intention to kidnap and murder all of Gotham's first-born sons as revenge for what Shark did to him. Penguin then forced Loeb, Jen, and Josh into the Duckmobile, where Penguin takes them to the abandoned zoo. Penguin told the trio that after drowning some children into the toxic waste that Loeb dumped into the sewers, he will drown them as well.   

The Ringmaster, the Penguin's second-in-command, started driving around Gotham in an animal wagon train, where the Red Triangle Circus Gang started abducting all the children from their homes where their parents weren't there to protect them. The Ringmaster called out to the rest of his team but there was no response. Before the Ringmaster could do anything, he was frightened by Batman, who pulled the Ringmaster up to the train cab and began to interrogate on him on the Penguin's whereabouts. Later, Batman had the Ringmaster's pet money deliver a note to Penguin, mocking him about being unable to kidnap the children. After screaming in anger and then calming down, Penguin armed all his pet penguins with missiles and sent them to Gotham City to blow up every building. Fortunately, Jacob, who was in the Batcave, managed to jam the frequency controlling the penguins and ordered them to return to the Arctic Zoo.   

Batman started closing in on Penguin in the Batboat and Penguin was forced to escape in his Duckmobile when he saw everyone else escapes. However, Batman saw Penguin escaping and programmed the BatBoat to burst through the wall and crash into the Duckmobile. Batman emerged from the Batboat to look for Penguin, however, Penguin started to attack him from behind. Penguin tried to choke Batman with his umbrella only for Batman to throw him to the ground. Penguin then pointed an umbrella at Batman and decided to start a conversation with his opponent before killing him. Penguin admitted to Batman that all he ever wanted was the love of his fellow man and their painful destruction, was that too much to ask for? However, Batman just looked at the Penguin stone cold. Penguin then asked Batman what Catwoman had to do with all of this prompting Batman to admit to Penguin that Catwoman is his girlfriend. Penguin then admitted to Batman that if he hadn't been a crime boss, tried to kill all those children tonight, he and Batman would've been great friends. Batman then admitted that they would've been. Penguin then smiled sinisterly, unsheathing a blade from his umbrella, telling Batman that it was time to kill him. Batman then took out a remote control from his Utility Belt, revealing that the penguin army had now regathered at the zoo grounds. Now getting angry at Batman, Penguin viciously swiped his umbrella at Batman and managed to knock the remote out of Batman's hand.   

Penguin, with triumphant glee, pressed the button on the remote causing the Penguin to fire missiles at his hideout. While Batman and Penguin were trying to avoid the missiles, Penguin fell back through a large window of his lair and fell into the toxic waste that he was planning to dump the children in. Meanwhile, Loeb, Jen, and Josh managed to escape from the cage that they were held in by tricking the Penguin's pet monkey into giving them the keys. Loeb promised the money his expensive gold watch but laughed in the monkey's face since Loeb wasn't actually planning on honoring their trade. Loeb was then attacked by Catwoman while Jen and Josh abandoned him. Loeb then got nervous and tried to offer Catwoman a deal: "I don't know who you are, but there must be something you like. I can get it for you, Catwoman. Money, jewelry, a lifetime supply of cat food... " However, Catwoman wanted blood, not a pint as Loeb hoped, gallons of it. Batman then intervened. Loeb then told Batman: "Batman! I knew you and I would make a great team. Not only are you saving me, but you're also saving Gotham City..." Batman then pushed Loeb telling him that he will go to jail. Batman unmasked himself to be Bruce Wayne to plead with Selina to hand Loeb over to the law, telling Selina that they're the same. However, Selina leaned in to kiss Bruce only to headbutt him. Loeb then got very angry: "Selina Kyle! You're fired!". Loeb then turned his head to Bruce. "Bruce," Loeb demanded in anger. "What are you doing here dressed up like Batman?" Selina then rolled her eyes in anger. "He is Batman you moron", she said.               

"I'm going to kill you all", Loeb said. Loeb then pulled out a firearm he had hidden and shot Bruce in the neck. Bruce was forced to play dead in order to protect himself. Loeb then fired four shots into Catwoman, who, thanks to her nine lives, was able to survive until Loeb ran out of bullets. Selina hobbled over to Loeb and began to put her arms around him. Loeb was confused at what was happening and Selina to give Loeb a stunning kiss while electrocuting him with a taser. Selina even pulled one of Penguin's generator cables at the same time. Soon an explosion happened and when Bruce went to investigate, rather than find Selina, he found Loeb, who was now a scorched and electrocuted corpse. In the aftermath, Bruce and Jacob had to bury Loeb's body in the back of Wayne Manor in order to protect Selina from prosecution. Jacob told Bruce that Selina is beyond redemption and told Bruce how proud he was of his nephew since Jacob feared Bruce would become like her a long time ago. Bruce then spotted Catwoman's shadow and rushed over to her. However, rather than finding the woman he loves, Bruce found her cat, Miss Kitty. Bruce then decided to let Miss Kitty stay in Wayne Manor as he watched Catwoman disappear. After Bruce told Jacob what happened, the uncle and nephew both decided to head back into the mansion to have a Christmas turkey together.               

Back at the Arctic Zoo, Penguin managed to emerge from the toxic waste, bleeding excessively. Penguin angrily promised that after drinking a glass of water, he will hire another gang to go after his children and then another, screaming out loud that they'll have to kill him in order to protect their children. However, unknown to Penguin, Harvey Dent, the mayor of Gotham City, was tailing him. Dent pulled out his coin to flip it: heads the birdman lives, tails the birdman dies. The coin flipped tails prompting Dent to smile. "You're a dead man", Dent announced. Before Penguin could turn to see who said that, Dent shot him in the back and watched Penguin fall to the ground, dead. Dent then backed away, smiling.                                             

Cast

  • 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 General Jacob Kane
  • Billy Dee Williams as Mayor Harvey Dent
  • Vincent Schiavelli as The Ringmaster
  • Pat Corley as Lieutenant Eddie Bullock
  • Cristi Conaway as The Ice Princess
  • Anna Katarina as The Poodle Lady
  • Paul Reubens as Tucker Cobblepot
  • Diane Salinger as Esther Cobblepot
  • Andrew Bynarski as Sergeant Arnold Flass
  • Jan Hooks as Jen
  • Steve Witting as Josh
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