How Batman II Became Batman Returns

How did Batman II, the sequel to one of the most successful summer movies of all time, turn into Batman Returns?

Who broods more than the Batman? That is the point of view filmmakers took with Batman Returns, a Tim Burton art-piece masquerading as blockbuster entertainment. The bleakest and kinkiest superhero movie ever made, Batman Returns takes the first line of the original Sam Hamm screenplay to heart: “It’s finally happened; Hell’s frozen over.” Decorating his urban decay with shiny Yuletide wrapping, Burton and his collaborators crafted the most artful superhero movie — a German Expressionist painting so cynical about the holidays, abhorrent commercialism, and the supposed goodwill of man that Ebenezer Scrooge might even cringe.

How this definitively anti-Christmas movie got made on a staggering $80 million budget and then slapped on the back of McDonald’s Happy Meals is almost as fascinating as the skintight vinyl of the movie itself.

Following up on the financial rewards of 1989’s Batman was a no-brainer in the immediate aftermath of its world domination. The highest grossing movie all time upon its release, the Caped Crusader took in an unheard of $400 million worldwide and toppled the summer’s other heavy hitters, Indiana Jones and the Last Crusade and Ghostbusters II. But more impressively, the Dark Knight reached pop culture icon status in a way that hadn’t been seen since the Batmania of the 1960s, when his simple gold-and-black logo became ubiquitous on every T-shirt, trading card, and toy store window. It was inescapable for everyone… except for perhaps a slightly nauseous Tim Burton and Michael Keaton.

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Whereas studio executives and even screenwriter Hamm were clamoring for Batman II, Burton famously called a continuation of the film in 1989 a “dumbfounded idea.” Consider that while Batman was nigh universally loved during the heights of 1989’s Batmania, Burton described the film to Empire magazine in 1992 as “a little boring at times.”

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Keaton held out for a significant pay raise, but Burton wanted the discretion of choosing a screenplay and story different than what came before—a decision that would drastically change the direction of the movie and perhaps the entire franchise.

Batman II

In the months before Batman’s phenomenal success, screenwriter Sam Hamm hinted to Comics Scene that he really wanted to explore how heroic DA Harvey Dent (played by the unflappably charismatic Billy Dee Williams in the 1989 film) became the tragically deranged Two-Face. However, Warner Bros. and Burton had other ideas.

Likely based off the popularity of Burgess Meredith’s performance in the 1966 Batman TV series, WB insisted that Penguin be the big bad of Batman II. Further, both Hamm and Burton had a thing for Catwoman. 

“They really wanted the Penguin,” Hamm explained in the 2005 documentary Shadows of the Bat. “Because they sort of saw the Penguin as the number two Batman villain. We wanted to do Catwoman, so we wound up doing Penguin and Catwoman.”

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The result was two drafts Hamm turned in for Batman II, which would have made a very different present than what we finally unwrapped in 1992. Literally continuing from the first line of his 1988 Batman screenplay (which began by describing Gotham as “hell has erupted through the sidewalks”), Hamm’s treatment was a direct follow-up to the 1989 film.

read more: The Actors Who Played Batman

While it was certainly Hamm’s conceit to set the Batman sequel in the doldrums of Holiday Cheer, the blanket of snow and Christmas wreaths were more a decorative ornamentation around St. Batman, and the story feels like a direct expansion of what came before: Bruce Wayne is still dating Kim Basinger’s Vicki Vale and is even engaged to her by the end, and he is fighting criminals of the same cartoon-noir decadence as Jack Nicholson’s Joker. Sure, one bad guy is dressed like a dastardly Santa Claus, but instead of having a comical toy gag like the Penguin’s umbrellas in the final film, evil Santa is sporting an AK-47 and mowing down police officers with the kind of stylized grittiness associated with the first Batman movie.

Batman II might have been an interesting film since it would have carried over many more of the elements from the 1989 experience that people loved. The villains were psychotic and violent, but they were not freaks in that patented Tim Burton way. The Penguin is a small time criminal with a penchant for birds—which he often uses as weapons with Hitchcock-inspired attack pigeons—and Selina Kyle is the highly sexualized vamp that she’s usually portrayed as in the comics, albeit turned up to 11. Her costume is described as literal “bondage” gear, and she has no qualms about massacring large groups of men with assault rifles or her own claws.

Batman and the Penguin

However, Batman II further attempted to bring the title character back to his comic book roots. Bruce Wayne (and even Vicki Vale) is far more the protagonist than he ended up being in the finished film, and one who has developed a strict “no kill” policy. The story is also haphazardly about Bruce Wayne trying to protect the homeless, who are about to get Giuliani’d in Gotham’s Central Park equivalent. He’s also uncovering the secret history of the Waynes.

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This leads to the rather lackluster main plotline about Penguin and Catwoman murdering the wealthiest men in Gotham (and framing the Batman while doing it) in an attempt to collect secret “Raven” statues, which ultimately leads to a Christmas Eve Agatha Christie-esque visit to Wayne Manor in the bizarre hope of finding buried treasure hidden (unbeknownst to Bruce) in the Batcave. Oh, and it also introduces Robin as a 12-year-old homeless orphan kid that knows martial arts.

read more: The Batman Forever We Never Saw

Obviously a busy take on the character, these early drafts needed plenty of work. Still, they maintained the old Hollywood feel of the previous movie. If Batman drew liberally from wiseguy gangster dramas, Batman II appeared to be pulling from The Maltese Falcon except with Sydney Greenstreet and Mary Astor doing the public service of bumping off the most corruptible of one percenters.

Burton was severely disappointed in this approach and wouldn’t sign the dotted line. Not until WB promised, in Hamm’s words, to let Tim make a “Tim Burton movie,” as opposed to a Batman sequel.

Batman Returns - Max Shreck

“A Tim Burton Movie”

What finally brought Tim Burton on board for the sequel was the free rein that he and his handpicked new screenwriter, Daniel Waters, received for their vision. Burton had been a fan of Waters’ work on the ultimate dark teen comedy, Heathers. As a result Burton and Waters had a level of latitude relatively unprecedented before or since with superhero movies.

“Tim and I never had a conversation about ‘what are fans of the comic books going to think?’” Waters said in the Shadows of the Bat documentary. “We never thought about them. We were really just about the art.”

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As a result, and with Keaton’s insistence (who deleted much of Batman’s dialogue by choice in the scripting process), the focus bounced back from Batman to the villains, who changed dramatically in the script. As Burton himself expressed, he never really got the appeal of his main villain in the comics. “You could find the psychological profile of Batman, Catwoman, Joker, but the Penguin was just this guy with a cigarette and a top hat. What is he?!” Burton mused in 2005.

The result was Waters and Burton agreeing to turn the Penguin into a tragic figure every bit as freakish as the Batman. Indeed, Oswald Cobblepot became a repulsive mirror for our hero, a child of wealth who lost his parents when he was abandoned in the sewers on Christmas Eve like a freak show version of Moses.

Also, as Burton admitted to Empire in 1992, Waters brought a political and social satire element to the plot by taking from the Batman TV series and having this repellent oddity run for Mayor of Gotham in a recall election (think episodes “Hizzoner The Penguin” and “Dizzoner The Penguin”). This was only made possible by the smiling machinations of Gotham industrialist Max Shreck, a Waters invention. “I wanted to show that true villains of our world don’t necessarily wear costumes,” Waters said to Empire.

read more – Batman The Animated Series: 25 Essential Episodes

However, his most unique change was his metamorphosis of Selina Kyle from street-wise femme fatale to the ultimate 1990s feminist allegory. “Sam Hamm went back to the way comic books in general treat women,” Waters told Film Review in 2008. “Like fetishy sexual fantasy. I wanted to start off just at the lowest point in society, a very beaten down secretary.” While the ripped costume stitches came from Burton, Waters imagined Catwoman being a psychological (and sexual) fable about the feminine. It was a change Waters half-joked in 2005 that he was ready to “lose the job” over.

Other changes included distancing itself from Batman II’sstrict “no kill” policy subplot. Instead, Batman liberally murders many, many people in Batman Returns. “A lot of people complained that our Batman actually killed people,” Waters said in a 2005 Batman Returns special feature. “Some purists would say, ‘Batman would never kill people!’ But I would always say, ‘We don’t live in the time where you can drop criminals off with a net on the front of City Hall.’ The times are darker, so you have to make your character darker.”

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Waters ultimately wrote five drafts, which changed aspects drastically. Max Shreck was initially Billy Dee Williams’ Harvey Dent (Catwoman’s electro-kiss at the end of Batman Returns would have left him with the scar and split personality), and in a later draft, Shreck became the Penguin’s long lost brother, a secret Cobblepot (a layer that had to be removed from an overstuffed script). Even Robin made an appearance. However, as Waters later described Robin as “the most worthless character in the world,” his and Burton’s attempt was half-hearted at best: Robin was a fully-grown Batmobile mechanic with a faded “R” on his jumpsuit uniform. Marlon Wayans was even cast in the role and an action figure was made until the character’s last-minute excision from the screenplay. Wayans still gets residual checks for his two-picture Robin deal (Joel Schumacher later opted to recast Robin with white actor Chris O’Donnell for Batman Forever).

Catwoman

Christmastime in Hell

The actual production of Batman Returns went relatively well after more pre-production nightmares. Danny DeVito was the first and only choice to play the Penguin, a role that Waters admitted he wrote with DeVito in mind, but the casting of Catwoman was an ordeal unto itself. Despite casting Annette Bening in the role, even Burton and company couldn’t anticipate how strange the role’s importance would become. After Bening had to drop out at the last minute due to pregnancy, many actresses campaigned for the part through traditional channels—including Jennifer Jason Leigh, Madonna, Bridget Fonda, and Cher—but they all paled in comparison to Sean Young, the actress who played Vicki Vale for several days until a horse riding injury caused her to be replaced on the original Batman production.

Convinced that as a result she should have been given the female lead in Batman Returns, Young appeared unannounced on the Warner Bros. lot in a homemade Catwoman costume with the intent of making an on-the-spot audition for Burton. The director reportedly hid under his desk from what he later described as a “UFO sighting,” but producer Mark Canton recalled the event vividly for Shadows of the Bat.

“Michael Keaton and I saw Sean Young dressed as Catwoman leap over my sofa and say, ‘I am Catwoman!’ We looked over at each other and went, ‘Woah.’”

Burton wisely went on to finally cast Michelle Pfeiffer in one of her most iconic roles.

Burton had similar struggles with WB about the new approach to the film, causing him to abandon the sets and aesthetic of the 1989 film. Tragically, the designer of those Oscar winning sets, Anton Furst, committed suicide in 1991, but WB had left them untouched at Pinewood Studios in the UK for the inevitable sequel. However, Burton was adamant that a new look and approach be designed from the bottom up for Batman Returns, leading to the claustrophobic gothic fantasias created by Bo Welch at WB and Universal’s California soundstages.

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read more – Batman & Robin: The Judas Defense

“I wanted to use American actors in supporting parts,” Burton told Empire in 1992. “I felt Batman suffered from a British subtext. I loved being over there, but it’s such a different culture that things got filtered. They could have brought somebody else in for the sequel, and had the same sets, and shot in London, but I couldn’t do that because I’d have lost interest. I wanted to treat it like it was another movie altogether—there’s no point in doing the exact same thing again.”

Indeed, the result was a very different movie.

The Greatest Anti-Christmas Gift of All

After all the production grappling hooks and fights, it’s still a bizarre wonder to behold: a superhero film in the studio system that purely and unapologetically rebukes the mainstream culture it exists for. In the days of the Marvel Studios assembly line, this is a Christmas miracle.

Batman Returns is not a Batman movie; it’s a modern psychosexual gothic fairy tale that happens to enjoy some broad similarities with characters that have appeared in DC Comics. In short, it really is a Tim Burton movie, much more so than even the studio could have expected.

Rather than having a three-act structure of escalating narrative tension, this Batman sequel acts as an intentionally obtuse physical manifestation of its supposed protagonist’s fractured psyche, as well as a denouncement of the culture that birthed Batman and made him a merchandising must-buy item during the heights of Bat-mania—a fact someone may have tried to dull since a self-satirical “Bat-mania” merchandising store that gets smoked by the Penguin’s goons was erased in editing, as seen in the picture below.

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Batman Returns - Store

This actual purpose of Burton and Waters’ approach is so overbearing that Wesley Strick was brought on to do an uncredited polish of Waters’ final draft. The main reason? WB wanted Penguin to have a master plan, which only added to the nastiness of Burton’s reverse Moses. If Waters and Burton had Penguin abandoned by his parents as a baby in a raft on Christmas Eve, Stitch gave us the relatively dippy third act scheme of Penguin trying to lure all of Gotham’s first born children into the sewer and to a deep watery grave. This then gives way to blowing them all up with rocket-sporting penguins.

But that paradoxically disturbing kitsch did little to undermine the true purpose of the film: all three villains, including Christopher Walken’s scene-stealing and truly evil businessman, Max Shreck, are twisted reflections of the hero.

read more: The Actors Who Have Played The Joker

Shreck is a populist businessman who makes fools out of Christmas revelers early in the movie by gaining their love with worthless presents tossed into a crowd (similar to how Joker earned Gothamites’ adulation by throwing away $20 million to the greedy and materialistic masses in Batman). He shares the same public persona that Bruce Wayne mimics, except there is not much beyond his greed. Maybe Bruce Wayne could be every bit as vain and self-interested as his rival billionaire if the death of his parents hadn’t set him on the path of the freak?

Shreck is also thus the true protagonist of the movie, as his proactive manipulation sets everything in motion. Keaton has the wonderful early moment of sitting near-comatose in his brooding Wayne Manor until the Bat-signal comes on, but Shreck waits for no one. He’s the reason the Penguin made good on his fiendish fantasies of bedeviling Gotham. Initially, Penguin may have wanted revenge on all the wealthy children that had the life he never enjoyed, but the blubbering freak is also the character that Burton spends the most time with and is by far the most sympathetic towards.

Batman Returns - Penguin Drawing

As seen in an above portrait, drawn by Burton’s own hand, the Penguin’s childhood is imagined to be an unhappy one robbed of the materialism afforded to Bruce Wayne and the far less vengeful Max Shreck. While Wayne used his wealth to become a vigilante, and Shreck uses it to procure more power—as Walken gleefully muses, “There’s no such thing as too much power; if my life has a meaning that’s the meaning”—Penguin just longs to be accepted like an even more grotesque version of the Phantom of the Opera that would not have tween theatergoers swooning at his sorrow.

When the Penguin’s monstrous visage is embraced by the fickle masses that literally buy anything Shreck sells them (he owns all the department stores on Christmas), Oswald is contented until Shreck convinces him to run for mayor. This is merely done to obtain more of that aforementioned power from the mindless electorate who sigh for Penguin one day and throw tomatoes at him the next. Oswald Cobblepot is a freak of nature, an oddity as coded by his animal nom de guerre as Batman and Catwoman, but he longs for acceptance. He only begins blowing up storefronts when Shreck eggs him on to create a phony crisis for a recall election, and it’s only when he’s rejected by society that he literally goes Biblical on Gotham.

The end of the movie is not focused on Batman, because his villains are both the stars and his character arc. As they reach and fail, the empty gestures of the Dark Knight’s pathetic crusade are underlined and unpacked for both the hero and his audience. That is why the climax is about Selina Kyle’s revenge and the Penguin’s ultimate demise, a death treated with far more tragedy than Bruce Wayne’s pity parties.

During their final confrontation, the boorish Penguin hisses to Batman, “You’re just jealous because I’m a genuine freak, and you have to wear a mask.” Batman concedes, “You might be right.” Burton and Waters certainly think so.

But the crowning achievement of Batman Returns is Selina Kyle’s expressionistic arc to the edges of 1990s feminism and beyond.

Forget comic book changes—for a more panel-accurate Catwoman, see the also excellent and memorable (if intentionally subdued) turn by Anne Hathaway in The Dark Knight Rises—Pfeiffer’s Catwoman is one of the all-time great villainesses of film, and is certainly a richer role than any actress has enjoyed in a superhero movie since.

Pfeiffer plays Selina Kyle as a modern day storybook princess that is decidedly the antithesis of the kind that sell out Disney department stores every December. Selina Kyle starts off as a mousy secretary who doesn’t even get a close-up for the first 25 minutes of the movie. Taught to be the “good girl” her whole life, Selina lives in a one-bedroom apartment adorned with all the codifying trinkets of eternal girlhood expected of her. Dollhouses; stuffed animals; pink furniture. Yet, strangely, her prince has never come, but she is told via intrusive phone solicitors that if she buys the right perfume that maybe she’ll be able to seduce her boss and get a promotion.

And as it so happens, Selina’s boss is, of course, Max Shreck. He instigates her transformation when he makes her admit that he is being “mean to someone so meaningless.” This is her plea for mercy before he pushes her out the top floor of a skyscraper. The fall should have killed her and probably did, but in typical Burton fairy tale logic, she is resurrected by cats and now has nine lives. In the hands of typical studio hacks, this would have been unbearably awful (and it was when WB made a belated cash-in spin-off with 2004’s Catwoman, starring Halle Berry), but in Batman Returns, it serves a purpose for both her tragic arc, as well as Batman’s.

read more: The Actresses Who Have Played Catwoman

Selina Kyle becomes the Catwoman and in the process destroys all tokens of her submissive girlishness, taking control of her sexuality with a fetishistic homemade costume. But while Burton plays up the kinkiness of her relationship with Batman by having their foreplay fights devolve into actual cat-licking make-out sessions, Selina is never anything less than victimized or marginalized by men in the story.

After joining forces with Penguin, he decides to kill her when she won’t go to bed with his flippers. Having a romance with Bruce Wayne during the day leads to him trying to arrest her at night. And with each negative encounter, her costume is further destroyed. A literal representation of the expressionist ideal, Selina can only give order and sanity to her world by making this cat-costume. After each tear and rip, her visually expressed dream crumbles, as do her mental faculties. The influence on this concept is apparent in simply the name of the man who first abused her by pushing her out that window: Max Shreck, which is also the name of the actor who played the vampiric Count Orlock in F.W. Murnau’s 1922 masterpiece, Nosferatu.

Batman Returns - Catwoman

At the end of the picture, the Disney happy ending is achieved. Realizing that Selina Kyle and Catwoman are one and the same, Batman unmasks himself as Bruce Wayne, crystallizing how she (as with Penguin and Shreck) is a doppelganger for his own inner-turmoil. “We’re the same, split right down the center,” Bruce pleads, begging her not to lose her soul by murdering Shreck. She agrees they are the same, but Batman is a hypocrite who lost his own soul long ago when he gave into to his demons and put on this costume; we’ve even seen him kill plenty of times in this very movie. To give into Bruce would be allowing a man to once more make her decisions—to domesticate her for his own ends.

“Bruce, I would love to live with you in your castle forever, just like a fairy tale,” she deliriously mumbles before scratching him across the face. “I just couldn’t live with myself. So don’t pretend this is a happy ending.”

read more: Everything You Need to Know About The Batman Solo Movie

Indeed, it is not; it’s a tragedy of operatic proportions, a fact that’s heightened by Danny Elfman’s eerily melancholy score. Catwoman rejects finding redemption with Batman and does murder Max Shreck in the sewers. This is the beating heart of Batman Returns; Bruce Wayne loses because he’s only fighting shades of himself. Batman fails to stop Catwoman from following his dark path when she kills Shreck and gets away with it, and he likewise suffers only a pyrrhic victory over the Penguin, as he watches his grotesque reflection die from a self-inflicted fall. The monster is carried off by mournful penguin ushers to his aquatic grave.

Despite the colorful costumes, the giant rubber duckie Penguin gets around on, and plentiful groan-inducing puns spat out like a horrid open mic night by all the villains, Batman Returns is infinitely darker than Christopher Nolan’s The Dark Knight Trilogy. While each of Nolan’s masterful films is far more violent than Batman Returns, and each is littered with more serious downers, even its dreariest entry, The Dark Knight, concludes somewhat triumphantly. The Batman may only win because of a political conspiracy and cover-up, but he is still the “hero Gotham deserves.”

There are no heroes in Batman Returns. Tim Burton’s second film ends in complete misery and cynicism on Bruce Wayne desolately alone for Christmas Eve with only Alfred Pennyworth and Selina Kyle’s abandoned cat to keep him company. He failed to save Catwoman and he admitted to the Penguin that he’s jealous of the short man’s natural freakishness. Returning to the noirish undertones of the first Batman film, Burton has a truly noir ending where the hero fails to simply be even that. The materialistic masses of Gotham City go on oblivious to the evil machinations of the owner of their department stores, and Bruce vanishes into the snowy darkness.

Besides Nolan, no filmmaker has had such carte blanche in making a superhero movie, nor has one reached the heights of artfulness attmpted by these two filmmakers. There are better superhero movies than Batman Returns (I wouldn’t even call it Burton’s best Bat-film), but few are as personal, and none are as unforgivably grim… on Christmas, no less.

Perhaps unsurprisingly, we never saw Tim Burton’s Batman 3 (which is an article unto itself), but he still got his own final word on the Caped Crusader. That’s probably the greatest gift of all. With goodwill toward men. And women.

David Crow is the Film Section Editor at Den of Geek. He’s also a member of the Online Film Critics Society. Read more of his work here. You can follow him on Twitter @DCrowsNest.