The Making of ‘Batman Returns’ (1992)

❉ Nick Clement on the production of Tim Burton’s kinky superhero sequel.

“It really was Tim Burton unleashed with the character in a way that he wasn’t able to do on the first one… The story is so much darker than the first one and, the first one had been a huge moneymaker, so Tim was given his freedom.” – Second Unit Director Billy Weber.

“What I like most about Batman Returns is what probably really rubs people the wrong way: It’s a movie about messy, sexually warped adults who like to dress up not as immaculate icons.  It’s not the ‘Dark,’ it’s the ‘pervy’ that bothers the Muggles. But hey, these things go in cycles, and I hope the President after Trump has the same freedom that Nolan did after Schumacher.” – Screenwriter Daniel Waters.

When Batman Returns was first released in theatres, on June 19, 1992, nobody could truly prepare for what director Tim Burton, producer Denise Di Novi, and screenwriters Sam Hamm, Daniel Waters, and Wesley Strick had come up with for the audience. After 1989’s Batman had become one of the biggest blockbusters of all-time and set a new precedent for modern superhero films, it was obvious that Warner Brothers would have expected that their high-profile sequel would return even bigger box office grosses. And while the Christmas-set, darker-than-expected follow-up certainly was a summer-time financial success, Batman Returns didn’t match its predecessor’s gargantuan financial output. Many people felt that the reason for this underperformance stemmed from the fact that the film’s narrative was too sadistic, with parents complaining upon opening weekend that the final product was excessively violent for children, who would naturally be drawn to the big-screen adventures of the caped crusader.

However, despite the varied audience reception in 1992, over the years, a certain renaissance has surged around Batman Returns, because in retrospect, it’s the sort of unhinged vision that would be very hard to replicate today, with thematic elements that are gleefully cruel in that perfect comic-book-movie manner. The exuberantly busy plot weaves together various storylines which makes it feel more dense and epic than Batman, and because Burton was left alone by the studio to do pretty much whatever he wanted, he was able to riff on some psychological beats that were merely hinted at during his first go-round with the material. The creative team upped the kink factor – big time – with a definite sexual undercurrent that had to have ruffled some feather, and the action sequences were taken to the next level, with some incredible bits of street-level combat and terrific one-one-one moments between Batman and his various foes. It was the true sequel where everything felt bigger and more than the first.

“It really was Tim Burton unleashed with the character in a way that he wasn’t able to do on the first one, but after Batman was such a big success, the studio left us alone, even though they were very worried about the footage and the overall tone of the movie. The story is so much darker than the first one – the actual plot is really disturbing – and again, the first one had been a huge moneymaker, so Tim was given his freedom,” says Second Unit Director Billy Weber.

The narrative hinges on Bruce Wayne/Batman (Michael Keaton), and how he must prevent the Penguin (Danny DeVito) from killing all of Gotham City’s first-born sons, while simultaneously dealing with the emergence of the mysterious Catwoman (Michelle Pfeiffer), who is seeking vengeance against Max Shreck (Christopher Walken), a morally bankrupt tycoon who is looking to gain control over Gotham City. Michael Gough, Pat Hingle, Michael Murphy, Vincent Schiavelli, Andrew Bryniarski, Paul Reubens, and Diane Salinger rounded out the terrific supporting cast, with regular Burton craft contributors filling the key behind the scenes slots, including Danny Elfman (composer), Chris Lebenzon (editor), Bo Welch (production designer), and Stefan Czapsky (cinematographer).

Batman Returns has long been my personal favourite big-screen version of Bob Kane’s iconic creation, and I can vividly remember seeing the film on opening day with my family, all of us becoming instantly blown-away by all of the elements. For me, it’s the truest on-screen distillation of the legendary character, and all that he encompasses.


At the outset, Burton wasn’t particularly interested in returning to the same creative well that he’d previously drunk from a few years earlier, and immediately after he’d finished working on 1989’s Batman, he went into production on one of his dream projects, 1990’s Edward Scissorhands. After the runaway financial success of Batman and the artistic victory of Scissorhands, Burton was in a unique position to get nearly anything off the ground and running, so it’s no surprise that he used his burgeoning clout to really put his stamp on a major pop-culture property.

He’d make Batman Returns on his own terms, after having to suffer some studio-dictated concessions on the original effort. Burton went to work on the hotly anticipated sequel, with a progressive mindset right from the start. One of the revolutionary things that the helmer wanted to do was to have a black actor play Robin, and at first, a then-on-the-rise Marlon Wayans was attached to play the boy wonder, who was featured in the early drafts of Batman Returns.

Burton wanted Robin to enter into the narrative around the half-way point, during a big chase where Batman was on his Batcycle, and he pulls into an auto repair garage, in order to hide from the bad guys who had been chasing him. Inside the garage, there was an automotive tech, and that would have been the character of Robin.

“It was a fun reveal, because Batman thanks him for helping him escape, and then asks what the guy’s name is. And the tech tells him it’s just something silly that his Mom made up years ago, that she named him after a bird. And after some back and forth, he ends up lifting up his jacket, showing the name Robin on the patch of his work-shirt. It would have been a fun way to introduce the character, and then he was going to come back towards the end, during one of the set-pieces, in order to help Batman during one of the big fights. But, the budget kept escalating, so the studio decided to axe the character from the film,” says Weber.

The Billy Weber Interview: Part Two

Casting was going to be critical to Batman Returns, and Burton really had some specific ideas in mind. Keaton was set to return after signing a $10 million payday, and DeVito was apparently the only choice for the role of Penguin. And on the sequel, Burton was keen to work with an actor whom he wanted to hire on the first instalment.

“Here’s something fun thing about Burton’s original Batman – he wanted Christopher Walken for Bruce Wayne/Batman, and John Malkovich for The Joker,” says Weber, who adds that, “Jon Peters and Peter Guber said absolutely not, and threatened to take Tim off the picture if he was set in stone about those casting ideas. So when Burton finally got the chance to make Batman Returns, that’s why the vibe is so off the wall – it was the Batman movie he really wanted to make, and he ended up casting Walken as one of the chief bad guys.”

One of the greatest bits of behind the scenes shenanigans that Hollywood has ever had to offer occurred while Batman Returns was being developed. The much-coveted role of Catwoman had of course been worked into the narrative, and Burton’s first choice was Annette Bening, who ended up having to drop out of contention when she became pregnant. And before Michelle Pfeiffer was able to put her sexy stamp on the signature villainess, another actress valiantly tried to get everyone’s attention in order to land the role.

But first, you have to back up a few years. Sean Young, hot from the trio of No Way Out, Wall Street, and The Boost, was set to star as Bruce Wayne’s love interest, Vicki Vale, in 1989’s Batman. But, before production started, Young ended up breaking her shoulder during a horseback riding incident, which prohibited her from co-starring in the film. Kim Basinger was ultimately cast opposite Michael Keaton. Cut to 1991, and Young, along with half of Hollywood, wanted to play Catwoman – very badly – to the point where she went to the extreme in order to make her meow heard.

As legend has it, one morning while Burton was in his office on the Warner Brothers lot, a limousine pulled through the gates, and stopped somewhat outside of the building that Burton was working in; he could also see outside in the parking lot from his office window. He then saw a woman, dressed in all-black, in what appeared to be some sort of costume, getting out of the limo, followed by her driver. They were looking for someone. She made her way to the lobby of Burton’s office, when suddenly, Young noticed a man, who from behind, looked like Burton, due to the all-black clothing he was wearing and long hair he was sporting. “Stop him!” she yelled. The driver turned the man around by his shoulders – and it turned out to be a unit publicist working on the film, who had just delivered something to Burton’s office. And when Young saw that it wasn’t the director she was hunting, she yelled out: “That’s not him! Keep looking!” Meanwhile, Burton had locked himself inside the private bathroom that was located in his suite.

Young then proceeded to make her way into the Warner Brothers offices, and headed up to the floor where then-head of production, Mark Canton, called home. She barged in, blowing past Canton’s assistant, and made it clear that she wanted the part. Little did she know, but Canton had a secret button under his desk, where if he pushed it, studio security would be alerted. He pushed it, Young was escorted off the lot, and security then passed out flyers with Young’s face on them, specifically stating not to let her back on the lot under any circumstances. After an insane roster of actresses were considered for the role, including Raquel Welch, Madonna, Jennifer Jason Leigh, Ellen Barkin, Cher, Bridget Fonda, Jennifer Beals, Susan Sarandon, and Lorraine Bracco, Pfeiffer landed the role and the rest his history.

Early on, Warner Brothers had been developing a sequel script with screenwriter Sam Hamm, who co-wrote 1989’s Batman with Warren Skaaren, which involved Penguin and Catwoman teaming up to look for hidden treasure buried somewhere in Gotham. Burton requested that scribe Daniel Waters be brought on to the production, as Waters had displayed a distinctive tonal edge to his scripts for Heathers, The Adventures of Ford Fairlane, and Hudson Hawk.

Interview: Writer/director Daniel Waters

“My good buddy and fellow screenwriter Josh Olson (A History of Violence) calls Batman Returns ‘a great movie for people who hate Batman,’” says Waters, who adds that “it might be a little harsh, but I was definitely serving at the pleasure of Tim Burton, not Batman. It’s insane to think how much freedom we had to play with the Batman mythos in the tender days before Fan Fascism and Four Quadrant Marketing took over. Burton and I naively thought Batman was an entity that could be remoulded and reinvented by different voices.”

Burton then asked Warner Brothers to bring on screenwriter Wesley Strick, hot off his scripts for True Believer, Arachnophobia, and Martin Scorsese’s remake of Cape Fear, who served in an uncredited capacity on the project shortly before filming started. Strick lent a hand by fleshing out the Penguin’s motivations, cleaning up dialogue, and removing certain story beats due to budgetary concerns.

Strick then continued to work on the film during production as the on-set writer.

Interview: Wesley Strick

“It was great fun because I was working with a bold and funny script by Daniel Waters, and was initially hired only to provide a suitably sinister master plan for Penguin. But my assignment expanded for some reason, and in the end, I spent four months on set sitting next to Tim Burton while he directed. It was shot on the Warners lot, which is only about 12 minutes from my house, and I got to bring my two sons, who were then quite young and impressionable, to see the amazing sets.  Stefan Czapsky even let them look through his camera’s viewfinder,” says Strick.


Principal photography on Batman Returns commenced in June 1991, on two of Hollywood’s largest sound stages – Stage 16 at Warner Brothers and Stage 12 at Universal Studios. With a production budget of roughly $65 million dollars, no expense was spared, with massive sets being constructed for a Rockefeller Center-inspired Gotham Plaza, and an elaborate, underground, sewer-set lair for Penguin, which included a fully operational, half-a-million-gallon water tank, which came in especially handy while dealing with the real-life penguins that so memorably figured into the third act. However, animal rights groups started protesting the film after finding out that penguins would have rockets strapped on their backs. “At the time, Batman Returns was the biggest production that Warner Brothers had done on their stages in Los Angeles. It was a massive production. And the penguins, they were amazing to work with. The little ones were easy and a pleasure, but the big guys, the Emperors, they are big, about four and a half feet tall, and they have very specific health requirements,” says Weber.

Keeping the animals safe and healthy would prove to be very important to the production. “They needed a constant 35 degree or under environment, so the studio rented massive AC units to keep the sets extremely cold, and they had their own trailer with a pool attached to it. They are big, intelligent creatures, and they’d been raised by a guy from the UK, who had gotten them as babies from the Falkland Islands, and he flew them over from London to Los Angeles for the filming of the movie. But you had to be very careful with them otherwise they could get very sick. They were very well looked after, and they did a great job in terms of what they added to those sequences in the film,” says Weber.

It was also a production which featured a substantial Second Unit, which on a film of the scale of Batman Returns, becomes critical to maintaining consistency. “The Second Unit shot for 50 days, with a crew of between 50-60 people. Whatever Tim didn’t get that day through the main unit, the Second Unit would get the following day, provided there was no major talent involved. And then on top of it, I handled a lot of the action sequences, the car chase stuff, tons of extras, and all of the penguin footage, which was really extraordinary. The opening prologue with Paul Reubens and Diane Salinger, playing the Penguin’s parents, where they send him off into the sewer – that was also done by the Second Unit,” says Weber.

Warner Brothers tried to keep as much of the production a secret, so as not to spoil any of the surprises that the filmmakers had in store for the audience, and according to reports, the art department was required to keep their office blinds pulled down so as to not allow any glimpses by prying eyes. Cast and crew had to have photo ID badges with the movie’s fake working title, Dictel, to go anywhere near the sets, while visits from anyone not directly associated with the production were strictly prohibited.

An entertainment magazine leaked the first photos of Danny DeVito as the Penguin, so in response, Warner Brothers hired a private investigator to track down the violator. And when it comes to the film’s evocative final shot of Catwoman looking up into the night at the Bat-Signal, that signature moment was completed during post-production, and was not part of any of the shooting scripts. Pfeiffer wasn’t available for the day of shooting that was required, so a body double was chosen, with the camera angle peering at Catwoman from behind her body and head.

Release & Aftermath

Despite becoming an instant hit at the box-office, there was a perceived notion of disappointment felt by some when Batman Returns didn’t reach the lofty heights of Batman. “Warners wasn’t thrilled with The Penguin’s plot to kidnap and kill the firstborn sons of Gotham City – which was the master plan I’d come up with. The toy companies and fast-food franchises with licensing deals were even less thrilled. And there was concern about some of the questionable lines I wrote for Danny DeVito, such as ‘Just the pussy I been looking for’ when he first spots Michelle Pfeiffer. Yet somehow we got away with all this stuff – though the darkness and edginess were blamed by the studio for the fall-off in box office from Tim’s first Batman film,” says Strick.

The reported budget for Batman Returns was $65 million, with an additional $15 million spent on prints and advertising. On opening weekend, the film earned $45 million, while playing in 2,644 theaters. It set the record for the highest opening weekend of the year, and the highest opening weekend of any film up until that point. Batman Returns would end up grossing $162 million in the United States, with another $120 million rolling in from international ticket sales. The worldwide total of $282 million was more than $100 million less than the original’s $411 million worldwide haul from three years previous. Batman Returns was nominated for two Academy Awards: Best Visual Effects and Best Makeup, as well as two BAFTA awards.

It’s interesting to note that critical reviews at the time of the film’s release were mostly favorable, though some did question certain story decisions as being potentially too intense for smaller viewers.  The New York Times’ erudite, then-head film critic Janet Maslin said that “Mr. Burton creates a wicked world of misfits, all of them rendered with the mixture of horror, sympathy and playfulness that has become this director’s hallmark,” while describing Michael Keaton as showing “appropriate earnestness”, Danny DeVito as “conveying verve”, Christopher Walken as “wonderfully debonair”, Michelle Pfeiffer as “captivating… fierce, seductive”, Bo Welch’s production design as “dazzling”, Stefan Czapsky’s cinematography as “crisp”, and the screenplay as “sharp.”

Writing for Variety, the estimable Todd McCarthy commented that “the real accomplishment of the film lies in the amazing physical realization of an imaginative universe. Where Burton’s ideas end and those of his collaborators begin is impossible to know, but the result is a seamless, utterly consistent universe full of nasty notions about societal deterioration, greed and other base impulses.”

He singled out the immense contributions of Stan Winston, Danny Elfman, Bo Welch and cinematographer Stefan Czapsky, and in terms of performances, offered that “the deck is stacked entirely in favor of the villains”, calling DeVito “fascinating” and Pfeiffer “very tasty.”

“The days of Batman wrapping criminals in a net and dumping them in front of a police station seemed quaint, and there was no guilt in going dark. And ‘Going Dark’ — it’s hilarious to think what a beating we took for making Batman Returns too dark, tainting all those Burger King tie-ins. It was Danny De Vito eating a fish, folks — stop whining! The Saturday Morning Cartoons nowadays are more bitter and anarchic. What I like most about Batman Returns is what probably really rubs people the wrong way: It’s a movie about messy, sexually warped adults who like to dress up not as immaculate icons.  It’s not the ‘Dark,’ it’s the ‘pervy’ that bothers the Muggles. But hey, these things go in cycles, and I hope the President after Trump has the same freedom that Nolan did after Schumacher,” says Waters.

One of the many reasons why Batman Returns still resonates to this day is because it took chances – it attempted to do something new and risky with the source material, and because Burton was at the peak of his powers in terms of his abilities and influence, there was no middle-man to step-in and say “no.” As a result, you get a freakish work of nightmare-insanity, with a plot line that is beyond disturbing, featuring a relentless depiction of Batman as a man fueled by anger, with a strong sexual undercurrent running throughout the entire picture. It’s as perverted of a big-budget movie as we’re likely to ever get, and it’s a reminder of what can happen when the fully-loaded words on the page are increasingly amplified by a truly visionary voice behind the camera.

❉ ‘Batman Returns’ Released on Blu-ray, 22 December 2008, RRP £7.99; 4K UHD 3 June 2019.

 Nick Clement is a journalist for Variety Magazine and motion picture screenplay consultant, as well as a critic for websites We Are Cult and Back to the Movies. He wrote the introduction to the book Double Features: Big Ideas in Film, which was published by The Great Books Foundation, and is currently working on a book about the life and work of filmmaker Tony Scott. He lives in Connecticut with his wife and son.

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