Why Tim Burton’s Batman 3 Never Happened

What should have been Batman 3 became Batman Forever, and it happened without Tim Burton and Michael Keaton. Here's why.

Batman in Batman Returns
Photo: Warner Bros. Pictures

Nowadays with no shortage of superhero movies being released each year, it’s easy to take for granted what filmmakers like Richard Donner and Tim Burton did for the superhero genre. Prior to their DC epics, the form was largely viewed by the mainstream as stuff meant to distract the little ones and shut-ins. This seemed especially true for Batman.

But if Donner made people believe a man could fly, Burton made them believe he could also be psychotic enough to dress up like a bat and beat up crazed clowns. Batman was more than a hit movie in 1989; it was a pop culture phenomenon that could be felt on every T-shirt, poster, and trading card being hawked that summer. As the film that buried the Adam West image of the Caped Crusader, Batman proved to a global audience that the story of Bruce Wayne could be one filled with brooding trauma and fanciful daydreams that crept into our nightmares. It out-grossed Ghostbusters II and Indiana Jones and the Last Crusade that summer, and went on to be the highest grossing film of all-time up to that point with over $400 million worldwide.

It’s no surprise then that Warner Bros. fast-tracked a sequel (putting Beetlejuice Goes Hawaiian on permanent vacation), and the dream team of Tim Burton and Michael Keaton were back for more with 1992’s Batman Returns. That movie was a saturating force in pop culture as well, appearing on lunchboxes, backpacks, and, of course, McDonald’s Happy Meals. It also grossed an undeniably profitable $266 million in worldwide box office receipts. Nevertheless, the hue of Batman’s signal in the sky experienced substantial and immediate changes.

Within the relatively short span of three years, which marked the distance between Batman Returns and Batman Forever, the series not only underwent a facelift, but had a full-on reboot before the word even existed in Hollywood lexicon. Michael Keaton became Val Kilmer, the Art Deco hellscape that was Anton Furst and Bo Welch’s Gotham City became an Andy Warhol inspired Las Vegas party, and Tim Burton’s tearful angst for the mythology’s rotating cast of freaks turned into Joel Schumacher‘s “toyetic” Happy Meal generator.

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In fact, if it weren’t for the inclusions of Michael Gough as Alfred Pennyworth and Pat Hingle as the perpetually underused Commissioner Gordon, there would be nothing to connect Batman Forever with the two films that came before it. And that is exactly the way Warner Bros. wanted it.

Watch Batman Forever on Amazon.

Tim Burton’s Batman 3 never happened because of the reaction to Batman Returns, which was swift and brutal throughout the press.

The screenwriter of Batman Returns, Daniel Waters said he was aware of the potential backlash immediately. As a subversive voice who made his bones on the cult classic dark comedy about teen murder and suicide, Heathers, Waters was one of the driving forces that turned the sequel into a near fable about the sameness of freaks, be they cats or bats. And when recalling the first time he saw the movie with an average audience (for the 2005 documentary Shadow of the Bat – Part 4: Dark Side of the Knight), Waters said, “It’s great. The lights are coming up after Batman Returns, and it’s like kids crying, people acting like they’ve been punched in the stomach, and like they’ve been mugged. Part of me relished that reaction, and part of me to this day is like, ‘Oops.’”

read more: How Batman II Became Batman Returns

For the same documentary, director Burton also seemed bemused and baffled by the mixed reactions 13 years later. Says Burton, “One person would come in and go, ‘This is so much lighter than the first movie.’ And then the next person would come in and go, ‘Oh, this is so much darker than the first movie.’ And it’s like, light and dark are opposites! But it was 50 percent passionately one way and 50 percent the other.”

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The most infamous fallout from this bitter buzz came on the merchandizing side of Batman Returns, which like the box office took a noticeable hit. But the financials were the least of it when the PR for WB’s bat-shaped golden calf became factored in. And it started with those damn Happy Meals.

Batman Returns opened on June 19, 1992 and before the Fourth of July weekend, The Los Angeles Times was famously publishing angry letters over the content of the film and its connection to McDonald’s. One angry letter dated June 27, 1992 said, “Violence-loving adults may enjoy this film. But why on Earth is McDonald’s pushing this exploitative movie through the sales of its so-called ‘Happy Meals?’ Has McDonald’s no conscience?”

Putting such irony over faith in an international corporate conglomerate responsible for the McNugget aside for a moment, the backlash to the Happy Meals soon spanned all major media outlets.

An Entertainment Weekly article published in July of that year quoted the Dove Foundation, a Michigan-based nonsectarian Christian organization, as saying, “Parents…trust McDonald’s. So why is McDonald’s promoting a movie to little kids that’s filled with gratuitous graphic violence?”

The most humorous thing about this public relations nightmare was how both McDonald’s and Warner Bros. attempted to downplay the fiasco.

McDonald’s spokeswoman Rebecca Caruso said, “The objective of the [Happy Meal] program was to allow young people to experience the fun of Batman the character. It was not designed to promote attendance at the movie. It was certainly not our intent to confuse parents or disappoint children.”

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A Warner Bros. press release one-upped that by stating that the promotion is tied to the then-53-year-old character and not Batman Returns. “We were careful not to provide actual toys from the movie,” the statement read.

Judge for yourself by watching some of the vintage 1992 McDonald’s commercials for Batman Returns by clicking right here. Also, savor the following line for the Batman Returns themed cups: “With five Frisbee Bat-disc lids straight from the movie.”

For whatever it’s worth, McDonald’s did not pull the Happy Meal line early despite internet rumors, and maintained them until Sept. 7, 1992. However, discomfort over this reaction may have led to McDonald’s reportedly asking Steven Spielberg to tone down the most violent sequences of the following summer’s Jurassic Park in time for fast food tie-in deals.

Danny DeVito as the Penguin in Batman Returns

Many years later for the aforementioned 2005 Shadows of the Bat documentary, scripter Sam Hamm, whose own screenplay for Batman Returns got thrown out for Waters’ work, graciously defended the movie from aggrieved parents. “The movie itself, apart from being a merchandizing machine, apart from all the toys sales it was supposed to generate, the movie itself was never presented as a child-friendly movie. And so, I just think it’s a mistake of perception. I think the parents who complained just got it wrong, but there was no attempt to deceive anyone.”

Be that as it may, it didn’t mean heads weren’t ready to roll at Warner Bros. As early as late July 1992, WB executives were allowing themselves to be anonymously quoted as unhappy with the diminished box office performance of Batman Returns, which cost $45 million more to make than the 1989 film (that cost $35 million unto itself).

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“It’s too dark [and] it’s not a lot of fun,” one WB suit lamented to Entertainment Weekly. Meanwhile, smelling blood in the water, a rival studio chief said to the magazine, “If you bring back Burton and Keaton, you’re stuck with their vision. You can’t expect Honey, I Shrunk the Batman.”

Obviously, for any Batman fan over eight years old, it’s fabulous to hear what the industry perception of the character was even after Tim Burton’s two brooding flirtations with German Expressionism in gaudy costumes.

Initially Tim Burton was still expected to return to what was being called “Batman III” in the trades. There were even reports that Robin Williams was expected to play the Riddler for Burton’s third Batman film (more on that in a moment), as well as a return for Michelle Pfeiffer in her iconic role as Catwoman. However, all of these rumors should be taken with a grain of salt since Burton never made it to the scripting stage for Batman 3.

Michelle Pfeiffer as Catwoman in Batman Returns

In the Shadows of the Bat documentary, Burton recollected his exit from the franchise.

“I remember toying with the idea of doing another one. And I remember going into Warner Bros. and having a meeting. And I’m going, ‘I could do this or we could do that.’ And they go like, ‘Tim, don’t you want to do a smaller movie now? Just something that’s more [you]?’ About half an hour into the meeting, I go, ‘You don’t want me to make another one, do you?’ And they go, ‘Oh, no, no, no, no, no!’ And I just said, ‘No, I know you!’ So, we just stopped it right there.”

And with Tim Burton out, Warner Bros. was free to tap Joel Schumacher to helm the next Batman movie with the understanding that it would be much more toy (and Happy Meal) friendly. For the children and their parents. Of course.

However, Michael Keaton did not leave immediately with Tim Burton. Indeed, he was slated to return to what became Batman Forever rather late into its 1994 production. And yes, Robin Williams, who was famously shafted by WB when they used him as a negotiating chip against Jack Nicholson for the role of the Joker in the 1989 film, was in line to play the Riddler going into 1994. According to a 1995 Variety article, Williams dithered too long after the role was offered, and rising star Jim Carrey (coming off Ace Ventura and The Mask) “stepped into the role.” It has never been clarified if Williams disliked the script and direction Schumacher was developing or if Carrey and his agent pulled one over on the legendary actor, but quite honestly, Mr. Williams’ legacy probably benefitted from it.

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Also of note for not appearing in Batman Forever were actors Billy Dee Williams and Marlon Wayans. Williams had famously been cast as Harvey Dent in the original 1989 Batman film with the expectation to play Dent’s twisted and tragic alter-ego, Two-Face, in a later installment. On the 2005 DVD edition of Batman, Williams said, “I really wanted desperately to obviously do Two-Face… I wanted to see what I could do with it. It would have been different from Tommy Lee’s. I’ve got my own kind of madness.”

This led to an internet rumor that Williams was paid for the part in Batman Forever due to his 1988 contract. Williams has recently denied this. Comicbook.com quoted Williams from a Nashville Comic Con in 2013 as saying, “You only get paid if you do the movie. I had a two-picture deal with Star Wars. They paid me for that. But I only had a one-picture deal for Batman.”

However, Wayans did get paid for not appearing in Batman Forever. Having originally been cast by Burton to appear as Robin in Batman Returns, Wayans was cut from an already crowded film. However, when Schumacher came in for the third Batman movie, the decision came down for Robin to be played by Chris O’Donnell, despite Wayans already having a two-picture deal. In 2009, Wayans told io9, “I still get residual checks. Tim Burton didn’t wind up doing three, Joel Schumacher did it and he had a different vision for who Robin was. So, he hired Chris O’Donnell.” And like that, there coincidentally were no more major parts played by African Americans in the Batman franchise.

Keaton, meanwhile, famously threw the movie into upheaval when he departed Batman Forever less than a year before its release. In a July 1994 Entertainment Weekly article, an “insider” said, “He wanted $15 million. He wanted a chunk of the gross, he wanted a chunk of merchandizing.” While possible, this seems like typical studio tactics of throwing shade on an individual during a messy break-up. Keaton’s producing partner, Harry Colomby, countered, “Money was never the issue. Not doing this movie means he probably gave up $30 million based on his back-end deal.”

According to EW, Keaton was unhappy that Schumacher replaced his pal Tim Burton. Further, “[After one meeting with Schumacher] Michael was not feeling confident.” He reportedly disliked that his input about making it more of Batman’s story (as opposed to the villains’) had been ignored, and that he was not consulted once during the script writing.

During his appearance on a 2013 WTF Podcast with comedian Marc Maron, Keaton maintained his position nearly 20 years later. “The guy who’s doing them now, Chris Nolan, he’s so talented, it’s crazy,” Keaton said. “[Christian Bale] is so talented. It’s so good….You look at where he went, which is exactly what I wanted to do when I was having meetings about the third one. I said, ‘You want to see how this guy started. We’ve got a chance here to fix whatever we kind of maybe went off. This could be brilliant!’” Keaton added that after Burton left and Schumacher came aboard, “I could see that was going south.”

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After Keaton departed, Rene Russo, who was cast only one week prior to Keaton’s exit, was replaced with Nicole Kidman in the role of Dr. Chase Meridian, because she was perceived as too old to be Val Kilmer’s love interest.

The rest, as they say, is history. But perhaps it was for the best? A third Tim Burton Batman movie could, in theory, have starred Robin Williams in a role just as depraved as Jack Nicholson’s Joker and Danny DeVito’s Penguin, and opposite a returning Pfeiffer who’s so puuurfect for the part of Catwoman that I couldn’t resist the pun. Maybe Keaton would have had more to do, as well.

Then again, if not for Batman Forever’s successor, the infamous Batman & Robin mega-flop, the series would not have so embarrassingly and spectacularly imploded. Ergo, there might not have been something brilliant but dormant for Christopher Nolan to reboot in 2005 into the masterful The Dark Knight Trilogy. In that sense, it may have been for the best. But it never hurts to wonder in lieu of a neon-backlit Jim Carrey and Tommy Lee Jones doing a Benny Hill routine.

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