On Christmas Day, a Gotham City couple—Tucker and Esther Cobblepot (Paul Reubens and Diane Salinger)—have a deformed baby boy, Oswald. They keep him in a cage for a while and when he takes to eating cats, they toss him into the sewer, where he is adopted by a family of penguins living beneath an abandoned zoo.

Thirty-three years later, millionaire Max Shreck (Christopher Walken) plans to build a power plant to serve the city of Gotham, though the mayor (Michael Murphy) does not approve. As Shreck is speaking, the city is attacked by a criminal circus troop called the Red Triangle Gang. Batman (Michael Keaton) fights them off, but Shreck is kidnapped and held in the sewers, where he meets the gang’s leader Oswald Cobblepot (Danny DeVito). Calling himself the Penguin, Cobblepot blackmails Shreck with knowledge of his crimes. Shreck’s secretary, Selina Kyle (Michelle Pfeiffer), discovers that the power plant will actually steal more power than it provides. Shreck pushes her out the window, but she survives the fall and vows revenge as Catwoman.

Oswald makes his appearance rescuing the mayor’s baby from a fake kidnapping and wants into the Hall of Records to find his parents. Bruce Wayne is doubtful about his motives and discovers his connection to the Red Triangle Gang and child disappearances. During a meeting about Shreck, Bruce meets Selena and they hit it off. Shreck tries to get Oswald to run for mayor and lets the Red Triangle Gang loose to discredit the current officeholder. Batman stymies Catwoman trying to sabotage Shreck’s plans, and she joins Penguin to get revenge on Batman.

Bruce and Selena have a romantic liaison. Oswald abducts Gotham’s Ice Princess (Christi Conaway) and kills her, framing Batman for the crime and sabotaging the Batmobile, causing chaos in the city until Batman gains control. Catwoman rejects the Penguin’s advances, and she survives his attempt to kill her. Batman records Penguin saying terrible things about Gotham and destroys his image. He returns to the sewers and plans to kidnap and kill all of Gotham’s firstborn sons. At a charity ball hosted by Shreck, Batman and Catwoman discover each other’s identities. The Penguin appears, attempting to kidnap Shreck’s son, but Shreck gives himself up instead.

Batman foils the Penguin’s plans and heads into the sewers to get him. The Penguin tries to have his army of penguins bomb the city, but Batman and Alfred (Michael Gough) jam the signal. Batman confronts the Penguin, and the villain falls into toxic water. Shreck escapes but is confronted by Catwoman. Batman pleads for her not to commit murder. Shreck shoots them both, but Catwoman survives and electrocutes herself and Shreck with a stun-gun. Batman is saved by his body armor. Shreck is dead, Catwoman has vanished. The Penguin dies of his injuries and is provided a funeral by the penguins. Batman sees Catwoman’s silhouette, and she sees the Bat signal.

Batman Returns is the sequel to Tim Burton’s Batman, directed by him and reprising Michael Keaton as Batman and Michael Gough as Alfred. Tim Burton didn’t want to do it at first and had it re-written. Critics approved of the story, Danny Elfman’s music, and the over-the-top villains, though it was criticized for its violence. It was nominated for two Oscars and two BAFTA awards. Danny DeVito was suggested as the Penguin by Jack Nicholson. It took four and a half hours to do his makeup. Marlon Brando, John Candy, Bob Hoskins, Dean Martin, Dudley Moore, Alan Rickman, John Goodman, Charles Grodin. Christopher Lee, Joe Pesci, Ray Liotta, and Christopher Lloyd did not get the job. Bob Kane, a creator of Batman, was a creative consultant. At a masquerade ball, only Bruce Wayne and Selina Kyle had no masks on. The Batman costume weighed 55 pounds. At first, Burton didn’t want Christopher Walken because he was frightened of him.

Michelle Pfeiffer was obsessed by Catwoman as a girl. She was devastated when Annette Benning got the role, but the latter became pregnant. Susan Sarandon, Meryl Streep, Brooke Shields, Demi Moore, Nicole Kidman, Jodie Foster, Geena Davis, Sigourney Weaver, Madonna, Raquel Welch, Cher, Ellen Barkin, Bridget Fonda, and Jennifer Beals were passed over. She had to be covered in talcum powder to put on the latex costume and wore it for twelve or fourteen hours at a stretch, except when it was removed for lunch and her only bathroom break of the day. She was covered in tuna to get cats to lick her. A bird was trained to sit in her mouth. She studied kickboxing and whip with experts. Ad posters featuring her were regularly stolen and are now worth a lot of money. She was supposed to get her own movie, but instead there was Catwoman (2004) with Halle Berry, which was not well received. In the end, Michelle Pfeiffer never wanted to see the costume again in her life. There were sixty such catsuits at a thousand dollars each.

Danny DeVito remained in character between takes. A scene with a monkey was difficult because the monkey was scared to death of him. Oswald Cobblepot’s father, Tucker, was played by Paul Reubens. The role was supposed to go to Burgess Meredith (Penguin on the Batman TV-show), but he was too ill. Doug Jones played Thin Clown in the Red Triangle Gang, his breakout role. Danny Elfman used scraping violins for cat-sounds in the music. Stan Winston created penguin puppets and there were 42 real penguins. The Emperor Penguins had to be brought in from the UK, in a refrigerated plane. They had their own refrigerated trailer on set, a pool, half a ton of ice a day, and fresh fish daily. The birds were so comfortable they started to lay eggs. The refrigeration bill was a million dollars. The marching penguin army was simple to arrange because penguins flock or follow each other. They trained one bird to do what they wanted, and the others followed. The pallbearers, however, were little people in penguin suits.

Both Burton and Keaton thought the second movie was better than the first. Reviewers praised the dark, brooding atmosphere, called it a world of misfits, hilariously warped, and praised the Phantom-of-the-Opera-like sewer home of the Penguin. But McDonalds abandoned the Batman Returns happy meal. There is a pattern movie sequels: The first film is well-liked and the second one often more so, then the third and forth are made with a different director or star or both, just for the money, and everyone gets tired of them. This has happened with Terminator, Alien, Superman, and Batman.