Originally, Tim Burton didn't want to do a sequel to his 1989 Batman film, and only returned after Warner Brothers gave him more creative control. The film was originally planned to focus on The Penguin and Catwoman searching for treasure, but that was thrown out when Burton replaced Sam Hamm with Daniel Waters.

The film sees Michael Keaton return to the role of Batman/Bruce Wayne, and sees Danny DeVito star as The Penguin the film's primary antagonist. It also stars Michelle Pfeiffer as Selina Kyle/Catwoman, and Christopher Walken as secondary antagonist Max Shreck.

The story for the film is primarily based on Shreck teaming up with The Penguin to turn him into a mayoral candidate and then use his connections to destroy faith in Gotham's mayor and issue a re-call election that will put The Penguin into office. This is because Shreck wants to build a new power plant that will steal and stockpile energy so that he can monopolize it. Meanwhile, Shreck's assistant, Selina Kyle, discovers the plan and is pushed out of a window to her apparent death. However, she is revived and becomes Catwoman, who in addition to striving to get revenge on Shreck, also becomes romantically involved with Batman. At one point, she and The Penguin team up to turn Batman into a public menace, but the partnership ends when Catwoman rejects The Penguin's sexual advances. When The Penguin is exposed for the crime bird he is, he flees back to the sewers and plots the death of each of Gotham's first born sons (as revenge for his parents tossing him off a bridge and into the water as a baby, due to his deformed appearance). When he is thwarted in this scheme by Batman, The Penguin decides to blow up Gotham with an army of penguins that have fireworks strapped to their backs, but Batman thwarts this as well by jamming the signal and turning the penguins on their master. Catwoman shows up to kill Max Shreck, rejecting the notion that she and Batman could live happily ever (despite them having previously determined each other's secret identities as Bruce and Selina). Shreck is electrocuted to death, but Catwoman's body is no where to be found in the wreckage. It is then that The Penguin resurfaces, intending to finish off Batman only to grab the wrong umbrella and die from a combination of his fall, the destruction of the AC units in the old zoo (which is his hideout) and the toxic chemicals he put in the water. The film ends with Bruce adopting a cat in the alleyway where he thought he saw Selina, the bat signal lighting up in the night sky, and the revelation that Catwoman is alive.

This film got quite a lot of flack from Warner Brothers for being too dark and violent for their tastes, and many critics felt the same way even though they still largely praised the film. Burton and many others say that "Batman Returns" is the superior product compared to "Batman", even though the darker tone of this film caused Burton to be booted off the sequel and replaced with Joel Schumacher (though he would remain a producer for "Batman Forever"). It was so dark that McDonald's actually shut down their happy meal tie in due to parental concerns.

I will have to side with some of the critics in that the film is a bit too dark and depressing at times, particularly in the downer ending where Catwoman seemingly kills herself, leaving Batman once again without a source of happiness in his life. Considering an earlier scene in which the two seemed poised to work out their differences and accept that they knew each other's secret identities, this feels like it was not really needed. There are also some scenes that don't really feel like they are needed, such as the scene where Selina is trashing her apartment or the movie is hammering home how miserable her personal life is. But the acting from Pfeiffier manages to largely make up for it. Danny DeVito as The Penguin does a fine job, though there are some scenes where his sexual innunedos feel like they're going too far, and there's also the troublesome scene where he bites a person's nose off yet people still support him for mayor. He largely makes up for it though with some great lines (including one of the funniest Batman lines of all time "Why is there always someone who brings eggs and tomatoes to a speech?", as well as "I believe the word you're looking for is: 'AAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHH!'").

Keaton does fairly well as Bruce Wayne and Batman, but here his Batman voice starts to lose its impact. At times, Keaton makes Batman sound like he's sick, and although his costume is mostly unchanged from "Batman" (it's not quite the same costume) I don't really approve of the scene towards the end of the movie where he takes off his mask by ripping it off, that feels like a waste. Fortunately, The Batmobile remains as it was from the previous movie, but now it comes equipped with the ability to shave off most of its exterior parts in order to become skinny, this leads to it being reconverted into a hybrid Batwing/Batsub for the climax.

Danny Elfman once again provides a brilliant score for the film, in particular producing a stand out track during The Penguin's death scene at the end of the movie. And for that scene alone, I'm willing to overlook most of the flaws this movie has. The one thing I would've really liked, is for the movie to elaborate on what happened to Vicki Vale, even if they weren't going to bring her back. It feels really weird to have her be mentioned in one scene, and yet for the rest of the movie Bruce never talks about her even though the previous film made it seem like she was going to be romantically involved with him.

I would give this movie a 4 out of 5, it isn't quite flawless like its predecessor, but it's definitely better than the Schumacher films and "Batman Begins", but in the end "The Dark Knight Rises" beats it out since that film rightfully understood that you can give Batman a happy ending and people won't hate you for it.

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I hate to say this, and you may not like me for saying it, but I couldn't make it through this movie. I tried, but I couldn't.
It was just too much Burton, and not enough batman. Not just too much Burton, but too much burton when he kinda didn't care and didn't want to be there in the first place. Batman, to my mind, is still horribly lame, but Jack Nicholson is no longer available to save the movie. And neither Danny DeVito or the other one can fix it. Not even Christopher Walken. Theres a lot of weirdness for the sake of weirdness. I just don't dig it.

5387145 The only thing really plaguing this movie is that it's too dark and depressing in spots, especially at the end. Catwoman's death wasn't needed at all, especially not when Max Shreck stupidly shot Bruce Wayne after he revealed himself as Batman. Yes, Batman was going to take him to jail, but the alternative was being trapped in the burning wreckage of the zoo and likely left to die a painful death in the toxic chemicals. Danny DeVito, Michelle Pfeffier, Micheal Keaton, and Christopher Walken all do their parts well. And Danny Elfman further proved his composing genius. As I said above, it's The Penguin's death that largely makes up for the flaws in this movie. Few other movies truly make you cry for the death of the villain, and even fewer do in a manner so symbolic and so perfectly scored.

5387235 the only parts that I really, truly enjoyed, were the parts with the penguin, but in this movie there were more characters competing for screentime, which cut his role down.
the part where he hijacks the batmobile, pretty great.
when he yells "Lawn Dart!!!" before offing... someone i'm sure with the bat umbrella. Pretty great.
when he bites that dudes nose. I liked it anyway, got a chuckle out of me.
when he gives the speech at this parents grave, and says "I was their number one son, but they treated me like number two," that was pretty funny.
but my favorite part of the film?

And while I feel like everyone was doing their level acting best, sometimes a role just doesn't have a lot of meat to it, and I think that applies to everyone but Divito.

5387284 Catwoman was great, and so was Batman. Though Shreck probably should've been dropped after The Penguin was exposed. Backing a candidate who was a criminal to be the next mayor should've destroyed Shreck's reputation (Bruce even acknowledges this at the masked ball). It was just Catwoman's appearance at the climax that didn't feel needed, and why this film is below "The Dark Knight Rises". The first Batman film by Tim Burton ended on a triumphant note, despite how dark it was. The thing with Batman is, you don't need to go to one of two extremes to make him good. "Batman The Animated Series" wasn't just the darkness of the Burton films, it had the action and stories of the comics, and even some of the Adam West show's campiness. It took itself seriously, but it was never dark to the point where it felt like it was depressing and the world was messed up, even the unhappy endings at least gave some sembelence of a light at the end of the tunnel. I'm fine with Catwoman not hooking up with Batman if they really didn't think that would work out and that Catwoman needed to be her own character, I just don't approve of the decision to try and kill her off (especially since WB went behind Burton's back and had her be alive, leading to that awful "Catwoman" movie over a decade later).

I think The Penguin's death wouldn't have had as much of an impact as it did, were it not for this score accompanying the entire scene: