Film / Batman Returns

The bat. The cat. The penguin.

Batman: You're not the Mayor.
The Penguin: Things change.
Batman: What do you want?
The Penguin: Ah. The direct approach. I admire that in a man with a mask! (chuckles, but then turns serious) You don't really think you'll win, do you?
Batman: Things change.

The first sequel to Batman, seeing release in 1992. Like its predecessor, it was directed by Tim Burton and starred Michael Keaton as the eponymous crimefighter.

This film sees the emergence of the The Penguin (Danny DeVito), a misshapen monster of a man who teams up with corrupt industrialist Max Shreck (Christopher Walken) to win the hearts of Gotham and run for city mayor—a cover for an insidious plot of revenge against the well-off elites like his parents, who tossed their deformed son into the sewers as a newborn. Meanwhile, Shreck's mousy secretary Selina Kyle (Michelle Pfeiffer) is reborn as the sultry and mysterious Catwoman after surviving Shreck's attempt to silence her discovery of his energy-hoarding plans, and is now out for his blood. At the center of it all is Batman himself, who not only has to deal with the Penguin's smear campaign against him, but finds also a kindred spirit within Selina/Catwoman.

Between Batman's loneliness, Penguin's abandonment issues, and Catwoman's identity crisis, there's plenty of psychological dysfunction and horror to go around. And did we mention it all takes place around Christmas?

This film was aggressively merchandised, with the characters appearing on everything from posters to beach towels. It also inspired a beautifully illustrated one-shot comic adapted by DC Comics editor Dennis O'Neil (with a cover painting by longtime Star Wars artist Dave Dorman) and two novel adaptations — one a more innocent and adventurous treatment by Andrew Helfer and the other a much more cynical version by Craig Shaw Gardner. For the sake of thoroughness, tropes based on the comic and the two novels will be allowed on this page as well.

Keaton hung up the cowl after this movie, declining to return for Batman Forever after seeing the script's noticeable change in tone from the previous entries. However, Keaton is now set to return to the role of Bruce Wayne after three decades in The Flash, alongside Ben Affleck's version of the character from the DC Extended Universe, currently set for release in 2023.

The comic book continuation series, Batman '89, written by Batman writer Sam Hamm and illustrated by Joe Quinones, is set after the events of Batman Returns. It was released digitally on July 27, 2021.

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Still... could be worse. My tropes could be gushing blood:

• Abandoned Area: The penguin's home base is the abandoned Gotham City Zoo.
• Absurdly Spacious Sewer:
  • Young Oswald Cobblepot drifts through some rather large storm drains in his carriage as a child before being found by some penguins. Several more scenes take place in the icy storm drains under Gotham, and it's also apparent that the Penguin has scavenged through sanitary sewers to get the materials needed to blackmail Max Shreck. In the video games on the Sega Genesis, the penultimate stage is usually set in Gotham's sewer systems where Batman battles the Red Triangle Gang in sewage, and the toxic waste created by Max Shreck serves as a hazard.
  The Penguin: You flush it, I flaunt it!
  • Batman somehow got the enormous Batskiboat into the sewer.
• Actor Allusion: Christopher Walken plays a light-haired Corrupt Corporate Executive named Max. His full name is also a reference to Max Shreck, who played Count Orlok in the classic silent movie Nosferatu. (Also, the name Shreck itself is actually the German word for 'fear'.)
• Actually Pretty Funny:
  • Subverted. The Penguin seems to share a laugh with a campaign worker who jokes about his less-than-stellar looks, but it's really a ploy to get him to lower his guard so he can take revenge.
  • Subverted when Max Shreck threatens Selina's life, then pulls back with a "Just Joking" Justification as they both laugh it off, until he whirls around and shoves her through the window anyway.
• Adaptational Sympathy: The Penguin gets this treatment by having been made a Tragic Villain. Unlike his previous appearance in Batman (1966), which establishes him as a Card-Carrying Villain who revels in every despicable act he undertakes, or in the comics, in which he is a self-proclaimed "Gentleman of Crime," this Penguin is callously abandoned by his parents for being a deformed freak and raised by circus freaks living in the sewer. It's this that leads him to resurface years later and pull a Villain with Good Publicity stunt to become mayor in order to get revenge on Gotham City — first by trying to kidnap and drown every family's first-born son, then by launching a penguin-propelled rocket attack to kill as many people as he can after Batman foils the kidnapping.
• Adaptational Ugliness: While Cobblepot has always been a pudgy, beaknosed gangster, this Penguin almost doesn't seem human. His sunken eyes, deeply unhealthy physique, and habit of drooling greenish-blue ooze make him one of Batman's strangest looking foes.
• Adaptational Villainy:
  • The Penguin. While he's a bad guy in the comics, he's typically portrayed as a genial sort and the Only Sane Man of Batman's Rogues Gallery, although his level of sanity is debatable. This Penguin is — to paraphrase the man himself — a cold-blooded animal who commits heinous misdeeds that his mainstream comics counterpart would be horrified at, specifically the mass-murder of children. Seriously, not even the Arkham Games version is this vulgar.
  • Oswald's mother went from a sweet frail old lady in the comics to a cold-hearted bitch, where she, along with her husband, decide to abandon baby Oswald in the frigid winter sewers, which really should've guaranteed his sad, lonely death if not for unexpected happenstance saving him.
  • Selina Kyle, AKA Catwoman. In the comics, she's a petty criminal whose acts involve cat-burglary, though at the time she'd never been insane, and she'd never been actively involved in killing people. This version of her, however, is a psychotic, revenge-obsessed woman who wants to get back at Max Shreck for pushing her out of a window and almost killing her. She's also far more vicious towards Batman than usual, actively hurting him and trying to kill him for getting in her way.
• Adaptation Dye-Job: Selina Kyle has black hair in the comics, but since Michelle Pfeiffer is blonde, so is this version of Selina.
  • This version was even carried over to Batman: The Animated Series, produced only a short time after the movie's debut, to capitalize on its popularity - although it's generally canonical that Selina cuts and dyes her hair very frequently to distract her appearance from the law. It is later said that, in the cartoon, Selina dyes her hair blonde, but stops doing so (around the time of the New Batman Adventures redesign, wherein she became a short-haired brunette as in the comics) when she finds out her hair dye brand is tested on animals. Then again, even her RACE changes.
  • In the video game adaptations, the Ice Princess's hair changes color depending on the version, due to the respective consoles' technical limitations; the NES version changes her hair to a purplish red, while the Genesis and Sega CD versions changes it to white.
• Adults Are Useless: The attendees of Max Schreck's Ball aren't exactly thrilled when the Penguin crashes the party and announces that his troops are fanning out across Gotham to kidnap their children, but their reaction is also fairly underwhelming given the circumstances (the overused audience gasp sound effect can even be heard) - and rather than rush out of the venue to get home to head the Red Triangle Gang off at the pass, most of them can be seen lingering to watch the Penguin and Max Schreck depart in the yellow duck (granted it's possible not all of the partygoers attending had children in danger of being taken, but the pronounced audience gasp suggests that there are more than a few parents there).
• Alas, Poor Villain: After being knocked through a skylight window and nearly drowning, then weakly emerging from the Arctic World pool burned, bleeding, and vomiting up toxic waste (and likely bile, as usual), the Penguin dies completely unrepentant, still raving about how he intends to take Batman to Hell with him. But through it all, we can't ever forget that this is someone who'd been forced to grow up in a cold and lonely sewer ever since he was a boy, and for whom Bruce Wayne expresses sympathy as a fellow orphan.
• All Part of the Show: When a gigantic red and green Christmas gift box appears on the bridge overlooking Gotham Plaza, the Mayor assumes that it's another one of Max Shreck's publicity stunts. After all, he does say, "I wish I could hand out world peace, and unconditional love, wrapped up in a big bow." Hilarity Ensues after the Mayor quietly compliments Shreck on the gimmick and Shreck confirms that he had nothing to do with it.
• All There in the Script: In the shooting script, before she becomes Catwoman, Selina has been attending rape prevention, martial arts, and other self-defense classes according to messages left on her answering machine, which explains why she has fighting skills as Catwoman.
• Alpha Bitch: The original depiction of the Ice Princess in the earlier shooting scripts. One scene that was written but not filmed showed her tearing through Gotham Plaza amidst all the gang violence and shoving an old woman to the ground so that she'd get trampled instead! These character traits are softened in the finished film, so the Princess just comes off just as Spoiled Sweet.
• Alternate Animal Affection: Catwoman "kisses" Batman under the mistletoe by giving him a long lick from his chin to his nose.
• Ambiguously Bi: Even though she is shown to have (or to have had) two heterosexual romances in the film, there are things about Selina Kyle that make you wonder, like when she manhandles the Ice Princess in a frankly kinky manner with her whip. Back when the spin-off Catwoman (2004) film was first in development (before Michelle Pfeiffer dropped out and Halle Berry replaced her), the screenplay for that film actually ran with this and removed all doubt by having Catwoman engage in some girl on girl action... in more ways than one.
• Ambiguously Brown:
  • The mugger (and implied rapist) whom Catwoman cuts up with her claws in the alley.
  • Also, though he's covered by white makeup, one of the Penguin's clowns reminds one of a stereotypical Latino homeboy (checkered coat, bald head, and black mustache).
• Ambiguously Jewish:
  • The Penguin was suspected of being this by a few Jewish groups, owing to his short stature, hooked nose, Moses-like upbringing, and fondness for fish and money. Furthermore, according to her tombstone, his mother's name is "Esther" (an exiled Hebrew queen from the Old Testament). Paradoxically, however, the tombstone is also topped by a huge, Christian cross which gets a long, lingering closeup as part of the movie's rather unsettling biblical imagery — however, in what may or may not be a significant twist, Penguin can't bring himself to look upon it, although he may simply be feeling resentment or remorse. Believe it or not, Danny DeVito himself was raised Catholic, although his wife Rhea Perlman is Jewish.
  • A New York Times critic saw anti-Semitism in the "Jewish sounding name" of Max Shreck, though Max Shreck is an homage to the (non-Jewish) actor Max Schreck, who played Count Orlock in Nosferatu, and whose last name is the German word for "fear." That said, Shreck does wear a shawl that makes him look an awful lot like a rabbi in the scene that announces the mayoral campaign...although, ironically, it seems to be covered with Christian crosses.
• An Ass-Kicking Christmas: The plot of the movie takes place in the weeks leading up to Christmas, with the final scene ending either right before midnight on Christmas Eve or right after it, not that there's really much to celebrate here. Wayne Manor, Cobblepot Manor, and the town square have some decorations up, but that’s about it.
• Anachronism Stew / Retraux: The machines, vehicles, and weapons of Gotham City are all modern (for 1992, anyway), but the clothing worn by most of the characters strongly suggests the late 1940's or even earlier (especially the Red Triangle Gang, who often look like they were Born in the Wrong Century, and indeed the film's costume designers based their appearance on Victorian era European circuses). It would all probably qualify as Retro Universe if there weren't so many jarring references to then-contemporary things, such as Ted Bundy and The Love Connection. Although Oswald made his comic book debut in 1941, the script says he was born in the 50s. Given his old-timey style, we can see why.
• Anger Montage: Selina's breakdown takes the form of her trashing her apartment.
• Animal Motifs: Very, very prominent and comprising a significant part of the movie's symbolism.
  • The Bat: Bruce Wayne / Batman loves darkness, shrouds himself in mystery, and instills fear in others.
  • The Cat: Selina Kyle / Catwoman can be both cuddly, sexy, gentle, and tempting — as well as moody, violent, and downright mean.
  • The Penguin: Oswald Cobblepot / Penguin is grotesquely misshapen, a bit clumsy, and can't help but solicit sympathy — even if he's a bad guy.
  • There are other, more subtle animal themes — sometimes much more subtle.
    • Max Shreck could be likened to a wolf: he has grizzled hair, wears a fur coat, is greedy and predatory, has Icy Blue Eyes, is opposed by a feline character, and looks frighteningly like a growling wolf in the split second shot in which he shoves Selina through the window. Oh, and he looks out for his son.
    • The Organ Grinder, meanwhile, has dark eyes, a hooked nose, a scrawny frame, and facial hair like a monkey.
    • The Poodle Lady has curly "poodle" hair and drooping jowls like a dog.
• Armor-Piercing Question: Bruce levels one at Selina when she reveals that she's come to kill Shreck during the ball.
  Bruce: I know you've got problems with your boss, but...who the hell do you think you are?
  Selina: (in tears) I don't know anymore, Bruce...
• Arrow Cam: The Super-Batarang scene which, from the Batarang's POV, hits three of the Red Triangle Circus Gang members, but the Poodle Lady's poodle snatches it before it hits her.
• Arson, Murder, and Jaywalking: Penguin’s most benign crime? Kidnapping the Mayor’s baby by pretending to save him.
  • Surrounded by Penguin's thugs on the street, Batman's point of view shifts from a clown with a bazooka, to one with some nunchucks, to one with some impossibly long katana blades...to a grown woman in a "Little Bo Peep" outfit and a little poodle with a pink bow in its fur. The lady and her poodle prove to be the most dangerous of the bunch.
  • After Penguin's plan to rig the Batmobile into a screaming metal death trap fails, since Bruce records Penguin’s hateful words about the city and plays the recording during the speech as blackmail, he complains that he wasn't even able to injure Batman, much less kill him.
    Shreck: So he survived. What's the worry?
    Penguin: He didn't even lose a limb! An eyeball! Bladder control!
  • The Penguin tells the party guests that his men are kidnapping their firstborn sons, whom they left home alone so they can "dress up like jerks, get juiced, and dance...badly."
• Asshole Victim: Max Shreck. Oh, and that mugger in the alley.
  • The guy that makes fun of the Penguin's appearance and gets his nose bitten for it (although he doesn't get killed). We’re pretty sure Penguin’s inky, radioactive saliva is toxic, though, and those pointy, malformed teeth of his certainly don’t help.
  • The fire-breathing Red Triangle member in the devil costume gets set on fire by the Batmobile early in the film. However, a few innocent Gothamites can be seen burning and on fire in the background during the Red Triangle Gang's rampages, so Batman's just returning the favor.
• Auteur License: Following the back-to-back successes of Batman (1989) and Edward Scissorhands, Burton was given creative control over Batman Returns, and the end result, according to critics and fans, was that the film felt "more like a Tim Burton film starring Batman" than a "true" Batman film.
• Badass Bookworm: As violent, sociopathic gang members go, the Red Triangle Gang also has some good mechanics. Oswald himself is quite intelligent despite his isolation.
• Bad Black Barf: The Penguin discharges greenish-black gooey bile from his mouth after he gets attacked by bats and falls in the sewer water. Although he spits up bile throughout the movie considering his health problems and his growing up in a sewer full of radioactive chemical waste, it’s more prominent here.
• Bad Santa: Max Shreck, "Gotham's own Santa Claus," is, according to Selina, more like an "anti-Claus."
• Ballroom Blitz: "You didn't invite me, so I crashed!"
• Barrage of Bats:
  • In the movie, Penguin frames Batman for murder by unleashing a swarm of bats he had in an umbrella, which cause the woman he'd kidnapped to fall off a roof to her death. At the end of the film, Batman returns the favor by using a device to release a swarm of bats from the Batboat that attack The Penguin.
  • In the Genesis port, aside from his usual arsenal of bat-gadgets (batarang, smoke bombs, etc.), Batman can actually release a swarm of bats from inside his cape as one of his weapons.
• Bathos: The Penguin's death scene sounds ludicrous on paper, but in context it's actually surprisingly moving. Keep in mind that he’s only 33, and the birds view him as one of them.
• Bat Scare:
  • A swarm of bats shows up at various points, including the title screen and inside the Batcave.
  • During Batman's attempted rescue of the Ice Princess, The Penguin releases a swarm of bats from his umbrella at her, causing her to fall to her death. After her body slams on the button, the Christmas tree lights up and unleashes a bigger bat swarm on the Gotham City citizens.
  Penguin: Rats with wings, do your thing!
  • Batman later uses the same trick against The Penguin in their final fight at Arctic World; The Penguin eventually falls into the toxic pool.
• Beautiful All Along: Dowdy secretary Selina Kyle goes through a near death experience, trashes her apartment, and stitches together a latex suit to become the (somewhat) evil and sexy Catwoman. Although she mentions that she once had a scandalous experience involving a lack of panties...
• Beauty Is Never Tarnished:
  • Subverted by Selina Kyle after she is pushed through a window to her (presumed) death. She has a large, bloody cut on her head from where a shard of glass slashed her, and upon landing in the alley, she loses consciousness and lays in the snow for so long that her skin goes icy white. Then about a dozen cats show up and crawl over her body, one of them chewing her fingers and drawing a fair amount of blood. Then her eyes roll around in their sockets, Undertaker-style, as she regains consciousness. Then, upon arriving home, she slowly undergoes a Heroic Breakdown that begins with her messily downing an entire carton of milk, spilling a good portion of it on her dress and leaving her with a "milk mustache"; she can also be seen drooling the milk from her maniacally grinning lips as she goes crazy in subsequent shots.
  • Played straight with the Ice Princess. The Penguin hits her in the face with a sharp-edged Batarang (stolen from Batman by one of his minions in an earlier scene) the approximate size and shape of a Frisbee, which had earlier flattened three grown men — and although Commissioner Gordon tells the news media that there was blood on the Batarang when the police found it, in subsequent scenes the girl is not bleeding and doesn't even show scar tissue. Of course, the last we see of her, she's falling from an impossibly high building and is killed when she lands face-first on the Gotham Plaza dais, so her pretty face almost certainly got mashed to a pulp — but we never see her autopsy photos, so we'll never know for sure.
• Becoming the Mask: The Penguin realizes that Shreck is trying to exploit him to get a Mayor who will approve Shreck's new power plant. However, the Penguin quickly warms to the idea on his own and decides that he likes the idea of becoming Mayor because, despite Max's obvious personal reasons, he does bring a lot of valid points that interest Oswald, particularly "unlimited poontang." Considering he's a guy who's spent his life isolated, Penguin is quite the repressed pervert.
• Betty and Veronica: An interesting case in that both archetypes are combined in the character of Selina Kyle. She's also a Veronica to Vicki Vale's Betty from the previous movie. She even makes a jab at the preppiness of Vicki's name.
• Big Bad Ensemble: Penguin and Catwoman both have largely separate agendas and work together only briefly. Original character Max Shreck actually manages to hold his own against both of them, and in fact, they fight, manipulate, ally, and betray each other as much as they do against Batman himself. Oswald and Shreck take turns as the true mastermind using the other Big Bad as a pawn, until the very end where Oswald's plans escalate to a point that simply can't be topped (or used) in any way, and Shreck only fights to save his own corrupt skin (and his son).
• Big "NO!": Selina Kyle after coming home from a near death experience and listening to her messages of her demanding mother and annoying beauty sales. It doesn't help that the latter is endorsed by the company whose head man has literally just thrown her out a window, and more specifically the fact that it talks about how, after she tries the pitch's perfume, her boss will want to arrange "A candlelight staff meeting for two," the final straw that sends Selina over the edge and begins her transformation into Catwoman.
• Birdcaged: The movie sticks Max Shreck in one of these when Penguin crashes his ball. Penguin intends to make him watch as the kids he's kidnapping sink into a deep puddle of Shreck's industrial byproducts before making him join them. Shreck gets out when the Organ Grinder's monkey gives him a key, but unfortunately for Shreck, Catwoman hasn't even started with her revenge on him.
• Bitch in Sheep's Clothing: Max might be a humble, easygoing, and charitable guy, but beneath the masquerade? We have a mean-spirited, egotistical, manipulative, and corrupt asshole, and he doesn’t hesitate to murder anybody who gets in his way.
• Bittersweet Ending:
  • Although The Penguin and Shreck are defeated at the end, Batman fails to save Catwoman from herself, and his reputation is in a shaky state at best. This is lampshaded by her:
  Catwoman: Bruce...I would love to live with you in your castle...forever, just like in a fairy tale... (scratches Batman's face) ...but I just couldn't live with myself, so don't pretend this is a happy ending!
  • In the original screenplay, as well as the novelization and the comic book adaptation, both Commissioner Gordon and the Mayor say that Batman won't forgive the citizens of Gotham for buying Penguin's smear campaign and damaging his reputation, but he'll always be there for them.
  Commissioner Gordon: Think [Batman will] ever forgive us?
  Mayor: Probably not. But he'll always help us.
• Blackmail: Penguin convinces Max to help him with his plans by threatening to reveal that his company produces toxic waste, that he owns half the hazardous buildings in Gotham, and that he had his old business partner murdered (“Remember me? I’m Fred’s hand!”).
  Penguin: Remember Max, you flush it, I flaunt it!
• Bloody Hilarious: The Penguin almost bites some poor bastard's nose off at one point, causing it to start gushing blood all over the place. What really seals the deal is the way Shreck quickly ushers the guy aside and tells everyone to get back to working on the mayoral campaign in a way that only Christopher Walken can.
• Bloody Smile: Penguin flashes a bloody smile at a female assistant he finds attractive right after nearly biting off the nose of her boss.
• Book Ends:
  • The beginning of the film depicts young Oswald snatching his family's cat into his cage and presumably killing it. By the end of the film, Catwoman leaves her pet cat, Miss Kitty, in Bruce's care to make him aware that she's survived.
  • At the end of the opening credits, Oswald's basket arrives at a ramp in the pool of the zoo's penguin exhibit. When Oswald dies, the penguins perform his "funeral march" by dropping him into the water via the same ramp, and the story's epilogue begins immediately afterward.
• Boring Insult: At the ball, Schreck asks Bruce if it really matters who is mayor, to which Bruce answers that it does to him. Max retorts with a monotone "Yawn."
• Break Them by Talking: During their first meeting, the Penguin taunts Batman by suggesting that his habit of wearing a mask is a sign of his cowardice. Later on, however, he comes to believe that Batman wears a mask in order to cope with the fact that he is jealous of Penguin because, "I'm a ''genuine'' freak!" Begrudgingly, Batman admits that his nemesis might be right.
• Brick Joke: Batman unwittingly finds himself playing fetch with a circus poodle...but that's not the end of the story:
  • When first appearing before Gotham:
    News Reporter: So, Mr. Penguin!
    Penguin: A penguin is a bird that cannot fly! I am a man! I have a name! Oswald Cobblepot!
  • Later, after his Engineered Public Confession:

    Skinny Clown: Great speech, Oswald!
    Penguin: (strikes him with his umbrella) My name is not Oswald! It's PENGUIN! I AM NOT A HUMAN BEING! I AM AN ANIMAL! COLD-BLOODED! CRANK THE AC! BRING ME THE NAMES!

• Broken Bird: Selina Kyle was already this thanks to Parental Abandonment and a poor work environment. Then Max Shreck tries to off her...and she snaps. Her speech to Bruce before she confronts Max Shreck (see Bittersweet Ending) says it all.
• Burial at Sea: After the Penguin dies, a group of his beloved penguins appear and form a pallbearer line around his body and guide it into the water.
• …But He Sounds Handsome: Walking down the street, Bruce and Selina comment on the news coverage of Batman and Catwoman:
  Selina Kyle: I heard on TV that Catwoman's thought to weigh 140 pounds. [scoffs] I dunno how these hacks sleep at night.
  Bruce Wayne: It's not even accurate: "Batman Blows It?!" He probably saved millions of dollars in property damage alone.
• Buy Them Off: Max Shreck starts pleading for his life with Catwoman, but she's quite determined to kill him.
• Call-Back:
  • At one point, Selina drops the line, "There'll be a hot time in the cold town tonight." The Joker had used the original lyric ("There'll be a hot time in the old town tonight") in the previous film, albeit under more diabolical circumstances.
  • Also related to the previous movie, Max Shreck's horrifically charred face, after he is electrocuted by Catwoman, resembles that of Tony Rotelli's burnt corpse after the Joker gives him the above mentioned "hot time."
  • Selina repeats the line she heard (as Catwoman), from Batman, saying it to Bruce, who repeats what he heard from Catwoman back to Selina, poetically reversing the line order. Cue mutual shock and horror.
    Selina: (in a frightened whisper) Oh my God. Does this mean we have to start fighting?
    Bruce: (equally creeped out) Let's go outside.
  • "His parents...I hope he finds them." Let’s just say he finds them in a more disturbing way...
  • The final line of Craig Shaw Gardiner's novelization is one to the novelization of the first movie, which was also written by Gardiner: "Welcome to Gotham City."
  • Chip stands up to the Red Triangle gang in the film's first action scene, which buys Max time to get away. Max later returns the favor by convincing Oswald to take him instead of Chip during the attempted "First Sons" purge.
  • Oswald's campaign speech at his headquarters contains the line, "a disease that turns Eagle Scouts into crazed clowns," which could refer to some of his own men in the Red Triangle Gang, or perhaps the Big Bad of the previous movie...
  • "'Security'? Who was it that let Vicki Vale into the Batcave?"
• The Cameo:
  • Composer/frequent Tim Burton collaborator Danny Elfman makes a short appearance as one of the people throwing assorted food at Penguin during his Engineered Public Confession. (“Why is there always someone who brings eggs and tomatoes to a speech?!”)
  • In the teaser, Paul Reubens and Diane Salinger (both from Pee-wee's Big Adventure) appear as Tucker and Esther, the Cobblepot parents. Given a Mythology Gag in Gotham, where Paul Reubens again plays the father of Penguin, though he's now named "Elijah Van Dahl" instead of "Tucker Cobblepot."
  • Elizabeth Sanders-Kane, Bob Kane's widow (albeit not at the time, as he would pass away in 1998), appears during the montage of the public's reaction to the Penguin's new found fame. She says the line: "He's like a frog who became a prince!" She would later have a role in the sequels as Gossip Gertie.
  • One of the clowns slapping the man on the head before Batman grabs him is Benny "The Jet" Urquidez, legendary karate pioneer and kickboxing champion. He helped train the eight other clowns who battle Batman hand to hand in the street.
  • Anthony DeLongis, famed Hollywood weapons consultant (he appears on an episode of Spike TV's Deadliest Warrior) not only taught Michelle Pfeiffer to wield Catwoman's whip, but appeared uncredited as another one of the Penguin's clowns.
• Camp: Okay, the movie is very dark overall, but the people saying (because of the later movies that were much more campy than this) that there is no camp to be found here apparently slept through the scene involving an army of rocket-armed penguins marching down the streets of Gotham via mind control. Most of the stuff, especially involving Penguin, is a kind of Grotesque Camp.
• Canon Foreigner: Max Shreck. He fits perfectly with the theme of a socially integrated evil and is a colorful character on his own nonetheless, next to the superheroic and supervillainous freaks.
• Carnival of Killers: Delightfully, the Red Triangle Circus Gang is a literal example, as they employ a bewilderingly diverse array of weapons.
• Cats Have Nine Lives: The Movie of the trope. Catwoman believes she actually has nine lives and is "killed" eight times during the movie (dropped/pushed from a height by Shreck, Batman, and the Penguin; shot four times by Shreck; electrocuted while kissing Shreck).
• Chance Meeting Between Antagonists: Bruce Wayne and Selina Kyle are at the same party when they realize that they are enemies (i.e., Selina figures out that Bruce is Batman, and he that she is Catwoman) while they dance together.
• Chaos Architecture: The look of Gotham City in Batman (1989) has changed drastically in this movie, despite having the same director.
• Chased by Angry Natives: Batman, after he is framed for murder. The Penguin suffers this later in the film after Batman reveals his true nature to the public.
• Chekhov's Gun:
  • The stungun that is taken off the clown that takes Selina hostage is later used to deliver the "kiss of death" to Shreck.
  • Batman uses a computerized, Frisbee-like Batarang on the Penguin's henchmen in the street, only for a trained poodle to leap up and catch it in its mouth. The poodle then serves as a Chekhov's Gunman, bringing the stolen weapon to Penguin so that he can knock the Ice Princess unconscious with it and then leave it behind to make it appear as if Batman were responsible for her kidnapping and death.
  • The Penguin's lair contains a lagoon of toxic waste, which he plans to take advantage of in his scheme to murder Gotham's children. He later dies when he falls into it during his climactic battle with Batman, and it ultimately becomes his grave..
  • The radio frequency jamming in the Batcave is used not only to expose Penguin's true villainy to Gotham, but also to save it from destruction when Penguin unleashes his penguin army on the city.
  • The revolver carried by the Fat Clown that falls near his body after The Penguin shoots him. It's retrieved by Shreck, who uses one of the rounds on Batman and the other four on Catwoman...and it's not enough to finish her.
  • The Penguin's 'cute' umbrella, with which he intends to lure Gotham's children into the toxic waste pool, is the last umbrella the dying Penguin mistakenly pulls on Batman. "Shit...I picked the cute one..."
• Cherubic Choir: Children are singing right as baby Penguin's parents are about to dump him in the sewer.
• Child Hater: The Penguin plans to murder all of Gotham's first-born children to avenge his parental abandonment. Even worse, it's implied that the Penguin has been murdering children all his life (heavily implied by news clipping reports of children disappearances at the circus), and considering what he does to his parents’ cat...
• Circus of Fear: The Red Triangle Circus in the videogames is an actual location and supposedly one of the bases of the gang, featuring dark canvas tents and runaway trains that serve as battlegrounds.
• Clothing Damage:
  • Penguin’s long johns get progressively dirtier and more tattered. They’re meant to resemble his baby clothes since he’s been in the sewer for so long, but considering how fat he is now, it’s a bit weird.
  • Catwoman's costume gets progressively damaged as the film wears on; the script even refers to it as being "arousingly tattered" at one point.
• Cloudcuckoolander:
  • Selina Kyle lives in Cloudcuckooland, at least some of the time, most notable in the scene where she leaves unclear to Bruce and Max just how severely she might be suffering from amnesia, rambling her way through irrelevant childhood anecdotes of a pregnant nun, and the time she went commando at school and a boy peeked up her skirt. Furthermore, where, oh where, did the "dirty limerick" idea come from? The amnesia scene may have been Selina employing Obfuscating Stupidity to taunt Shreck.
  • Penguin also displays this trait, especially when running for mayor. When asked for a platform, he proposes fighting global warming by introducing "global cooling" to "make the world a giant icebox."
  • Shreck, too, was one in the shooting script and official comic adaptation. At one point, he jokes that there might be carnivorous reindeer roaming the city streets after dark.
• Coincidental Broadcast: Turns up very bizarrely, and without irony, when Bruce and Selina are kissing on the couch: Bruce's TV set turns itself on (at least, we can only assume, since Bruce and Selina had been sitting on the couch since the scene began and we hadn't heard any background noise earlier) so that a news reporter can conveniently announce "We repeat: the Ice Princess has been kidnapped!" (Especially absurd because Bruce and Selina had planned to watch the Christmas-tree lighting on TV in the first place, but then apparently forgot in the wake of pursuing their... uh, other activity.)
• Combat Parkour: Some of the circus acrobats use this ineffectively to come in close to Batman for an attack.
• Composite Character: This version of the Penguin shares uncanny similarities with another Batman rogue: Killer Croc. Both villains are born with physical deformities that give them the appearance of an animal, they're both used as freak show attractions in their early lives, and they both reside in the sewers of Gotham. To a much lesser extent, the Penguin also has a gang of clowns under his command, a gimmick that is often used by the Joker. Also, in the comics, one of Oswald’s henchgirls is a Harley Quinn prototype named Beulah.
• Continuity Nod:
  • Vicki Vale is mentioned on two occasions. Bruce tells Selina about her during their date, and a few scenes later, Bruce calls out Alfred for letting her into the Batcave (though to be fair, Vicki had figured it out beforehand).
  • The Penguin makes a very quick passing reference to The Joker in his speech to his campaign staff, though by "crazed clowns," he could be referring to his own Circus of Fear gang.
• Convenient Slow Dance: Bruce Wayne and Selina Kyle, while at Max Schreck's Charity Ball. Averts the normal occurrence when everything about the dance itself, from the music to the conversation, is only one part romantic but three parts sinister - at least, right up until the Penguin blows up the dance hall and drags Schreck into the sewers on his giant Duck of War. Bonus points for having the first song be reminiscent of Prince's hi-tempo music for the first Batman film, then transiting to Siouxie and the Banshee's melancholy song that accompanied Returns to emphasize the difference between the two movies, and the two relationships between Bruce and the Girl of the Week.
• Cool Car: The classic '89 Batmobile is back. In this movie, it even presages the Batpod with its "Batmissile" mode.
• Corporate Conspiracy: Max Shreck is a powerful and respected businessman, owns multiple enterprises including department stores and construction companies, and wants to use his electric company to build a power plant in Gotham. The thing is, the power plant is actually meant to steal energy from the citizens of Gotham, leading to the rest of the movie's conflict as Shreck attemps to murder Selina Kyle for knowing too much (thus turning her into Catwoman) and tries to make Oswald Cobblepot mayor so that Cobblepot can use his position to approve Shreck's plan.
• Corrupt Corporate Executive: Max Shreck. He sucks the life out of Gotham like a vampire, as he constructs unsafe buildings and dumps toxic waste into the environment. He has also murdered people in cold blood and plans to create a power plant in Gotham so he can drain electricity from its power grid and stockpile it for profit.
• Cowboy Cop: Three of Commissioner Gordon's men inch toward this when they open fire on Batman despite Gordon's order to hold their fire. Similarly, they run after The Penguin and try to shoot him when he escapes after the botched public speech.
• Crapsaccharine World: Selina Kyle's apartment is all pink with way more dolls and stuffed animals than you'd expect a grown woman to own. Her breakdown makes it very clear that she was the kind of person who used excessive optimism to mask her unstable mental state.
• Crapsack World: Gotham City in this movie is an impossibly horrific location where a white collar criminal fixes the political process, people can be killed at will with no consequence, the citizenry is fickle and stupid, and the police (who are apparently completely incompetent) rely on an elitist vigilante with plenty of issues of his own to brutally punish the criminals. Seriously, one is left with the impression that Heath Ledger's version of the Joker from The Dark Knight would be happier here than in that movie's world.
• Crazy in the Head, Crazy in the Bed: Discussed; at one point, Selina quips: "It's the so-called 'normal' guys that always let you down. Sickos never scare me. At least they're committed."
• Crazy-Prepared: A usual Batman hallmark, Bats inexplicably has a giant pole built into the bottom of the Batmobile (that couldn't possibly fit inside it) for the sole purpose of lifting up and turning the Batmobile 180 degrees when it's stuck in a tight spot.
• Creator Cameo: Sort of. Batman's note to The Penguin informing him that he has saved the children was written by Batman co-creator Bob Kane.
• Creepy Circus Music: Given that the Red Triangle Gang is a former Circus of Fear, the score of the film reflects this with tracks like "Shadow of Doom/Clown Attack" or that creepy calliope music that's heard when Max Shreck awakens in The Penguin's lair surrounded by the Gang.
• Creepy Dollhouse: The first time we see Selina Kyle's apartment after her transformation into Catwoman, we are actually looking into her eerie, pink-hued dollhouse. She later spray paints it black and attempts to smash it up, making it creepy in a whole other way.
• Creepy Monotone: The Poodle Lady (The Penguin's chief moll) speaks in one as she's counting down to the destruction of Gotham City by penguin-launched missiles — and in a weird Germanic accent for good measure.
• Curb-Stomp Battle: It takes Catwoman less than ten seconds to utterly destroy a mugger.
• Cut Himself Shaving: Max Shreck attempts this; when Selina interrupts a meeting between him and Bruce and the conversation turns towards the bandage on her forehead (caused by Shreck pushing her out a window the night before), he "guesses" that she got it from a ski trip in a threatening tone. Selina doesn't play along, instead claiming not to remember and going on a long-winded tangent that ends with an Implied Death Threat towards Shreck.
• Dark Action Girl: Catwoman, after suffering a psychotic breakdown. She has no qualms about winning by cheating, jumps rope while she destroys a department store, and survives fatal situations multiple times..
• Darker and Edgier:
  • Although The Penguin plots murders only to further his agenda or for revenge, rather than "just for fun" in the case of the Joker, the movie still comes off as much more moody, depressing, violent, and cynical. The film portrays both superheroes and supervillains as tragic figures, tormented by loneliness and teetering on the brink of complete madness. The sexual imagery in the sequel is noticeably more kinky, even if nobody actually has intercourse compared to the first film, which has less sexual imagery but somebody does have intercourse. Furthermore, unlike its predecessor, this one wraps up with a Bittersweet Ending (see above entry).
  • The film's dialogue, the character's various agendas, their modus operandi, and the overall tone of the movie are downright nihilistic.
  • Craig Shaw Gardner's novelization manages to be even darker, especially in his description of the Gotham Plaza attack scene, with mental images of people getting killed when they are run over by the Red Triangle Gang's motorcycles or trampled by the panicked crowds. There's also a hint he drops several chapters later that Oswald Cobblepot's parents are dead because he is the one who killed them, and his search for them and subsequent public forgiveness are just for show.
  • As with the previous film, Returns disregards Batman's usual adherence to Thou Shalt Not Kill; here, Batman kills criminals without any reservations.
  • This film is the only one in the Burton/Schumacher series to have received the 14A rating in Canada. All others got the PG rating.
• Dark Is Not Evil: Subverted. The Penguin passes himself off as this, but if anything he's actually several magnitudes more monstrous than he looks. Played straight with Batman as usual, though.
• Dark Reprise:
  • During the "Lair" sequence, we hear a poignant, hopeful violin piece as The Penguin speaks of returning to the world above and once again being accepted as a human being. After he has been rejected once again and vowed to kill all the children of Gotham City, the Penguin's theme is heard once more...this time (once again) in "chimey, creepy lullaby" style as the Penguin plays with an umbrella from which have been hung various toy animals.
  • Another inversion occurs with "Selina Transforms." When we hear it the first time, the piece starts out tragic and just goes downhill from there, mounting to what sounds like a Hitchcock movie score on acid as Selina Kyle loses her mind. "Selina Transforms" is then heard again at the end of the movie, but now it is Lighter and Softer, an elegy of sorts now that Catwoman is apparently dead.
  • "The Finale" soundtrack in Returns can be considered a Dark Reprise to the first film's "The Finale." Both scores end with church bells being rung three times before segueing into Batman's main theme, but while in the first film, they're being rung in a triumphant tone, in keeping with the second film's Bittersweet Ending, the bells are being rung in a slower, more somber mood.
• Dating Catwoman: What else did you expect from a Batman movie with Catwoman in it?
  Selina: "Oh my God. Does this mean we have to start fighting?"
• Dead Guy Puppet: Upon being asked, Max Shreck claims that his former business partner Fred Adkins is on a prolonged break, when in reality he had him killed and his chopped up body flushed down. The Penguin pulls out Fred's severed hand and moves it towards Shreck while giving it an angry voice.
• Deadly Disc: The Batmobile fires high-speed discus-style discs that Batman uses in the opening fight to unseat Skull Riders.
• Death-Activated Superpower: Apparently how Catwoman is "born."
• Death by Irony:
  • The Ice Princess lands on the very button she's supposed to press to light up Gotham's Christmas tree. What do you know, she finally got it right.
  • Shreck's plan throughout the film is to set the wheels in motion in starting an electric company to run scams through. Catwoman kills him by charring him with a very large electricity generator.
• Death by Secret Identity: Once Max finds out who Batman is, it's not long before he lights up like a Christmas tree. The Penguin also gets a glimpse of Bats without the cowl, but he's already moments away from death at that point, and never expressed any particular interest in Batman's identity to begin with.
• Deathly Dies Irae: Composed by Danny Elfman; the four notes make several appearances during the Red Triangle Gang's introductory attack, most prominently as a fire-breathing member in a devil costume torches a department store. It later appears when Selina is driving towards the tree-lighting ceremony to assist in the abduction and eventual murder of the Ice Princess, though she wasn't aware Penguin intended to kill her.
• Deliberately Monochrome: Even more than the first movie, with notable exception of Selina's pink apartment and the ballroom, the set design is very dark with a predominant grey color palette, to the point where anything Christmas related almost comes off as a Splash of Color.
• Demoted to Extra: Commissioner Gordon already had a minor role in the first film; in this film he only has 4 lines.
• Destination Defenestration: Max tries to kill Selina this way, pushing her out a high-story window. She primarily survives by going through several canopies and being resuscitated by Miss Kitty and her coterie of cats.
• Determinator: Catwoman. She may not be the strongest character in the movie, but she is undoubtedly the toughest. This is proven at the climax of the film, when she takes four bullets to the torso and then gets real close to Gotham City's power supply — and lives. "Badass" doesn't even begin to cover it. She doesn't even care at all if she dies!
• Did Not Get the Girl: Batman himself does not get to date Catwoman in the end, though she is just hiding right behind his back. Penguin’s marriage proposal to Catwoman is rejected as well.
• Disney Villain Death: Subverted no fewer than four times. The first time, Selina is pushed out of a high window by Max Shreck and appears to be dead but revives a short while afterward and becomes Catwoman. The second time, she's dropped from a rooftop and lands in a truck bed full of cat litter. The third time, she's dropped through the roof of a greenhouse. The fourth time, Penguin falls through the skylight of his lair and into the toxic water below but emerges from it a few minutes later and attempts to kill Batman; however, he quickly succumbs to the toxin and his injuries before he gets the chance.
• The Dog Bites Back: Or rather the cat. Max Shreck throws Selina Kyle out of her office when he suspects she knows something. This results in her transformation into Catwoman, who uses her (supposedly) last life to kill Shreck with a literal Kiss of Death (courtesy of electric wires and a stungun).
• Do I Really Sound Like That?: Catwoman is shocked when Penguin accuses her of "sending mixed signals."
• Dominatrix: Selina Kyle's Catwoman is clad head to toe in form-fitting, black latex and spends her time beating up men...with her WHIP!
• Do Not Adjust Your Set: Spoken verbatim by the Penguin. Justified since the Penguin's goons have tampered with the Batmobile and thus he has a tie-in to the vehicle to taunt Batman.
• Don't Create a Martyr: Discussed by Catwoman when she and The Penguin agree to work together against Batman. She suggests that Batman should be framed so that he becomes a pariah to the public.
• Doorstep Baby: Oswald Cobblepot, alias The Penguin. Not so much left on the doorstep as Mosesed to be Raised By Penguins.
• Double Entendre:
  • While not overtly sexual on its own, as they discuss the fine line between romance and mental illness, Selina delivers a rather sharp pun in a rather sensual setting, subtly enough to cause even Bruce Wayne to pause and double-take before making a move.
  Selina: It's the so-called "normal" guys that always let you down. Sickos never scare me. At least they're committed.
  • About 10% of the dialogue would qualify, including the infamous, "Just the pussy I've been lookin' for," line.
• Downer Beginning: The Sega-developed games for the Genesis, Sega CD, and Game Gear start with Batman's attempt to rescue the Ice Princess, only to see her fall to her death courtesy of The Penguin.
• The Dragon: He doesn't have many lines, but the Organ Grinder (Vincent Schiavelli) is implied to be this to The Penguin in his few scenes. The Poodle Lady is another possible candidate, especially after the OG gets captured by Batman.
• Drama Panes: While pitching a new power plant to Gotham City's Mayor, Max Shreck walks to his boardroom window and looks out over the city lights while claiming that in the future they'll be blinking on and off from power grid failure.
• Dramatic Unmask: Bruce rips the plastic mask off dramatically.
  Shreck: Bruce Wayne? Why are you dressed up as Batman?
  Catwoman: Because he is Batman, you moron.
• Dressed All in Rubber: Literally in the case of Catwoman's latex catsuit, made by Syren Latex.
• Dressed Like a Dominatrix: The villainess-slash-antiheroine Catwoman wears a costume similar to the one from the 1966 Batman TV series, but covered in stitches symbolizing its hand-made origin. She also wields a whip. She's presented as the "wild side" of a meek, timid woman.
• Drives Like Crazy: Penguin takes control of the Batmobile using some truly unique technology (a cross between high tech computer/radio systems and one of those cheap kiddie rides you see at arcades) and drives it recklessly through Gotham to frame Batman as a public menace.
  Penguin: Maybe this is a bad time to mention this, but my license is expired!
• Dumb Blonde: The Ice Princess is not the brightest bulb on the tree. Even before her Too Dumb to Live moment, we see her in her dressing room mentally rehearsing for the tree relighting ceremony, apparently trying to wrap her mind around the invention of the light switch.
  Ice Princess: The tree lights up, and then I push the button. [double-checks] No, no, wait, wait, wait. I press the button and then the tree lights up, I press the button and then the tree lights up, I press the button and then the tree lights up...
• Dysfunction Junction: Every last person in Gotham is bonkers, from the normal citizens to the villains.
• Easily Swayed Population: The city rallies behind Penguin's mayoral campaign despite his grotesque appearance and behavior and easily believes Batman is responsible for the Ice Princess's death; Batman quickly turns them against Penguin by simply playing a recording of him insulting them.
• Eat the Camera: After Penguin finds out that Batman has foiled his scheme to kidnap and kill the first-born children of Gotham, he screams in rage as the camera zooms into his disgusting mouth.
• Elaborate Underground Base: The Penguin's base underneath the abandoned and creepy Arctic World zoo. Among other things, it has large pools of water (some storing toxic waste), stadium seating around a stage, a large dining table, and a huge air conditioning unit.
• Enemy Mine: The Catwoman and The Penguin reconcile their differences to fight Batman, but their team-up breaks up violently after Batman is successfully framed for murder and mayhem. Catwoman thinks that the Penguin is just going to scare the Ice Princess and not kill her, but the true nail in the coffin is when Penguin sexually propositions her, to which Catwoman reacts with disgust ("I wouldn't touch you to scratch you"). The Penguin does not take rejection well, and he tries to kill her by attaching his helicopter umbrella around her neck, but Catwoman breaks free and takes another long fall into a greenhouse, using up another one of her “lives”.
• Engineered Public Confession:
  The Penguin (recording): HEY, JUST RELAX! I'LL TAKE CARE OF THE SQUEALING, WRETCHED, PINHEAD PUPPETS OF GOTHAM! (SQUAWKING LAUGHTER)
  The Penguin: (aside to Shreck) I didn't say that.
  The Penguin (recording): YOU GOTTA ADMIT! I PLAYED THIS STINKIN' CITY LIKE A HARP FROM HELL! (SQUAWKING LAUGHTER)
• Et Tu, Brute?: The Penguin shows this reaction when Max Shreck ditches him after the above Engineered Public Confession. Later in the film, he also gets the short end of the stick when one by one, all of his mooks walk away from him after the frequency for the rocketeer penguins gets jammed.
• Even Evil Has Loved Ones:
  • While his Red Triangle carnies are kidnapping the rest of Gotham's first born sons, the Penguin crashes Max Shreck's party to personally kill Max's own son. Max protects Chip by pointing out to the Penguin that he was the one who played the Penguin for a sap, and that he's the one the Penguin should logically kill. The Penguin grudgingly admits Max has a point and takes him instead of Chip. It's covered more deeply in the novel, where Max repeatedly reflects on how much he loves his son and is proud of him. In the novel of the movie, Chip Shreck actually sees his father push Selina out of the window and helpfully suggests that she'd jumped.
  • Penguin himself has his collection of penguins, whom he refers to as his "babies." They later seem to have the sapience to give him a funeral march.
• Even Evil Has Standards:
  • One of the Red Triangle Gang's clowns is shocked by the Penguin's plan to kill children:
  Fat Clown: I mean, killing sleeping children. Isn't that a little, uh...
  Penguin: BANG! No. It's a lot!
  • Catwoman is irked by Penguin's murder of the Ice Princess since she'd been told he'd only scare her.
• "Everybody Laughs" Ending: Two examples (both subversions).
  • It happens roughly in the middle of the movie, but it still counts. A group of public-relations people are advising the Penguin on the sort of image he needs to cultivate to run for Mayor of Gotham City. The Penguin looks noticeably uncomfortable as the advisors stick an FDR-style cigarette holder in his mouth (he promptly spits it out) and try to tug some gloves onto his flipper-like hands. Then one of the advisors quips: "Not a lot of reflective surfaces down in that sewer, huh?" The Penguin, who actually has been living in a sewer for most of his life after having been abandoned by his parents when he was a baby, snickers self-deprecatingly, prompting everyone else to nervously laugh as well. Soon Penguin's laughter mounts to maniacal proportions, and he pauses only long enough to make a quip of his own: "Still, it could be worse. My nose could be gushing blood!" The others, thinking this is just a joke as well, continue to laugh even harder - until Penguin shocks everyone by sinking his fang-like teeth into the nose of the man who insulted him, spraying blood all over the room!
  • An earlier and even less funny example occurs when Max Shreck discovers that Selina Kyle has been snooping around his office and has uncovered his plot to siphon electricity from homes and businesses around Gotham City and sell the power back to them at below market price. Seemingly angry, Max orders Selina not to tell anyone about this and then backs her toward a window, accusing her of trying to thwart his attempts to establish a family legacy for himself and his son. Selina is apologetic all the way until Max actually pins her against the window and appears to be on the verge of hitting her - or worse. She turns defiant, calls him a bully, and snaps: "It's not like you can just kill me!" But Max is one of the most admired figures in Gotham City, while Selina is a nobody, and he points this out to her; of course he can do whatever he wants to her. Selina whimpers until Max (seemingly) reveals that it was all an act, and he chuckles at Selina's expense. Too relieved to be embarrassed, Selina starts to awkwardly laugh as well, mentioning: "For a second, you really frightened me" - just before Max turns on her in a rage and shoves her through the window, sending her falling several stories to what he is sure will be her death.
• Everyone Calls Him "Barkeep":
  • The mayor of Gotham City, despite being a reasonably important character, is never referred to as anything other than "Mr. Mayor." (In the original script, his name is "Jenkins," perhaps as a Shout-Out to the then mayor of New York, David Dinkins.)
  • The Ice Princess is nameless as well. Even in the official media report of her kidnapping, nobody calls her anything else.
  • The real names for The Red Triangle Circus Gang performers are unknown.
• Everyone Join the Party: The Red Triangle Gang is almost two dozen strong when they threaten celebrating Gothamites at the tree lighting ceremony, but when Batman shows up, he manages to kill or incapacitate about a third of them. We then see them regroup at Penguin's Arctic World hideout, and they've been whittled down to the single digits. By the time Penguin relocates to an abandoned office building that Shreck kindly provides him, the gang is small enough to huddle together in one corner of the room. The next time they go out to the streets to riot, they've apparently been joined by at least a dozen or so new members, all of them costumed in the appropriate circus motif. For the rest of the movie, the gang then tends to fluctuate in size depending on Penguin's surroundings and whether his schemes are succeeding.
• Everyone Loves Blondes: Like its predecessor and successor, the female lead of the movie is a blonde Girl of the Week that both the hero and villains are pining for.
• Evil Cannot Comprehend Good: At the costume party, Max rhetorically asks Bruce if it matters that Gotham's politics are corrupt. When he responds that yes, it does, Max brushes him off with feigned boredom at his idealism and walks away, evidently annoyed that Bruce actually has an answer to the question and takes politics seriously.
• Evil Counterpart: The three antagonists represent different facets of Bruce's personality in dark opposite, each a twisted reflection of himself in various ways:
  • The Penguin = The orphaned "freak."
  • Catwoman = The masked vigilante.
  • Max Shreck = The billionaire public figure.
• Evil Makeover: Selina Kyle's transformation into Catwoman, coupled with Evil Feels Good:
  I don't know about you, Miss Kitty, but I feel so much...mmm~, yummier...
• Exactly What I Aimed At: Batman does this with a Bat Grappling Hook to the clown who takes Selina at stungun-point.
• Extra! Extra! Read All About It!: "Today's issue — the latest penguin sighting! Man or myth?" If you pay attention you'll notice that after a little while the (grown-up) newsboy lowers the price of subsequent issues.
• Extreme Omnivore: Catwoman does this to The Penguin's bird and keeps it in her mouth for a while (which is very real, by the way, as Michelle Pfeifer actually put the live bird in her mouth and held it there during the shot)...until Penguin threatens her cat with an umbrella knife and she lets it out.
• Facecam: Used to horrifying effect in two scenes in the film which involve people falling off buildings: after Selina is pushed out of the window by Shreck, and when the Ice Princess falls off a building after being swarmed by bats.
• Failed a Spot Check: Shreck watches Batman unmask right in front of him - and somehow still fails to make the connection that Bruce Wayne is Batman until Catwoman lampshades this!
• Failed Attempt at Drama: Rare non-comedic example. Penguin emerges from icy, polluted water. Dramatic music begins to play. He staggers slowly towards Batman, who is preoccupied trying to find Selina in the burning wreckage. The music builds. He reaches for one of his lethal umbrellas. Batman turns around. The music swells...and it's just a trick umbrella. "Shit! I picked the cute one!" he says as a mix of toxic water and bile dribbles from his mouth. He finally succumbs to his wounds and drops dead in a genuinely disturbing visual.
• Fake Shemp: The final shot of the movie, with Catwoman looking over the city, was filmed just weeks before the movie was due to premiere. As Michelle Pfeiffer was not available, Catwoman is played by a stand-in with her back turned to the camera. Originally the stand-in was a dummy with limited movement before they made the decision to use an actress.
• False Flag Operation: Max and the Penguin decide the best angle for the latter's election campaign is to make him look like a better candidate than the current mayor during a crisis, specifically the allegedly chaotic and random violence of the Red Triangle circus gang who is actually following Penguin's orders.
• False Reassurance: After The Penguin kills the Ice Princess:
  Catwoman: You said you were going to scare the Ice Princess.
  Penguin: She looked pretty scared to me!
• The Family for the Whole Family: Played with concerning the Red Triangle Gang. Depending on the scenario, they're seen either riding around on unicycles while firing guns harmlessly into the air and grabbing people and slapping them on the head...or blowing up buildings with gigantic rocket launchers and kidnapping sleeping babies and children to be executed.
• Fantastically Indifferent: When Max finds out that Catwoman is Selina, his only reaction is firing her.
• The Farmer and the Viper: Played straight, as the Penguin's heart doesn't get purged of its usual misanthropy in the slightest even after the people of Gotham show kindness toward him and try to elect him mayor. He merely delays his original plan because he gets sidetracked by the promises that Shreck shrewdly makes toward him and his lust for them thanks to his many problems. He returns to his baby-killing ways after being revealed for who he really is, and this time his homicidal rage is even greater.
• Fat Bastard:
  • Oswald "The Penguin" Cobblepot, and he steadily loses sympathy as time passes.
  • Subverted with the Fat Clown. He nervously questions the Penguin's plan for kidnapping and drowning the children of Gotham, and unfortunately is shot dead by the Penguin himself for doing so.
• Faux Affably Evil: The Penguin in spades when he successfully wins the city's sympathy vote (and starts to win their actual votes), presents himself as a miserable victim of fate's hand who nonetheless is willing to forgive the parents who abandoned him, and expresses despair and outrage at the devastation caused by the Red Triangle gang. It's complete bunk, and in private he is every bit the petty, vindictive, murderous, depraved, psychotic, hideous monster he looks like. He only puts on ice his Evil Plan to murder all the first born children of Gotham because Shreck offers him the chance to be a Villain with Good Publicity (enabling him to indulge his starving lust and need for self-gratification), and when both those schemes are foiled by Batman, he goes so berserk that he tries to destroy the city just to avenge his own crappy life.
• Femme Fatale: Burton's Catwoman is iconic of the trope, being as enticing as she is dangerous.
• Final Girl: In a very rare villainess example, we have the Poodle Lady during the street-fight scene. Batman goes through thirteen of the Penguin's most dangerous henchpeople with relative ease, trouncing ten of them with his unarmed combat skills and knocking down three more with his computerized Batarang. The Poodle Lady is number fourteen, and the only woman (with the possible exception of a long-haired, tomboyish clown who might be a woman), yet is the only one left standing - or, in one case, alive - when it is all over. The only two ways in which she doesn't fit the trope are 1) she doesn't kill Batman, simply running off instead, and 2) she isn't truly final since Batman defeats three more (male) thugs after she escapes.
• Flawed Prototype: Like in the first movie, the Bat-Costumes are massive rubber monstrosities compared to later costumes in later films. The worst offender is the cowl, as it has no flexibility at all, essentially cutting Michael Keaton's peripheral vision to just 90 degrees straight ahead, forcing him to bend backwards to look up and spin around to look at others. The costumes worn by later Bat-actors were made looser and was even made a plot point in The Dark Knight to justify a change in costume.
• Foreshadowing:
  • When the Penguin says to Max "I believe the word you're looking for is AAAAAGGGGHHHH!", one of the engines in his lair can be seen releasing sparks. Max would die by electrocution.
  • Early in his return to Gotham, the Penguin is seen at Gotham's Hall of Records rifling through birth certificates and listing name after name. At this point it's assumed (as he explains to Max) that he's trying to find himself among the records, although a lurking Batman remarks that he believes the Penguin already knows who his parents are; we subsequently see him visit a graveyard to visit his parents' grave. Later however, we see that he still has the list of names he took down, with Catwoman cannily regarding it as a list of enemies, and it's finally revealed after the Penguin's mayoral run crumbles that it's actually an extensive list of Gotham's first-born sons whom the Penguin plans to have the Red Triangle Gang abduct and drown.
• For Halloween, I Am Going as Myself: In an inversion, Bruce and Selina meet at a party as "regular people" and end up discovering each other's Secret Identity. ("Ingenious costume. Let me guess: trust-fund goody-goody?") In their minds, "Batman" and "Catwoman" are their true identities, with "Bruce Wayne" and "Selina Kyle" being the real costumes.
• Forceful Kiss: Catwoman pins Batman while he is lying flat on his back, straddles his chest, and briefly flirts with him. Once they realize they are under some mistletoe, she leans down and gives him a cat-style kiss, licking him from his chin to his nose.
• Fractured Fairy Tale: We have a knight (Bruce), a maiden (Selina), a wealthy lord (Max), and a dragon (Oswald). They are all deconstructed. Lampshaded in Catwoman's final speech.
• Freak Out: Selina's transformation into Catwoman.
• The Freakshow: Where The Penguin is brought up and from which he recruits the Red Triangles.
• Freeze-Frame Bonus:
  • During Selina's breakdown where she sprays black paint on her T-shirts, the hangers they're on sport the slogan, "Dress Up With Professional Dry Cleaning," accompanied by a picture of two penguins in evening wear (the left one's in a tux, very similar to Cobblepot's motif); it's plausible the company may be a front/fundraiser for the Red Triangle Gang.
  • When Batman knocks Catwoman off the roof into the van of kitty litter during their first encounter, the single-second shot of her falling downwards shows her drop past a pair of Gotham citizens sitting on the patio of their apartment, with one getting up to look at her as she falls past them.
• From Nobody to Nightmare: The Penguin and Catwoman.
• Fur and Loathing: Max Shreck, his son Chip, The Ice Princess, and The Penguin's mother, Esther Cobblepot, all wear fur-lined coats (and in The Ice Princess's case, an entire fur-lined corset), and all of these characters are, in their respective ways, corrupted and/or narcissistic. The Penguin is also fitted with a fur-lined coat during Shreck's ill-fated attempt to groom him for high-society. It's noticeable that other wealthy characters, like Bruce Wayne and The Mayor, are never seen in such extravagent and brutally-made clothes, signifying their relative moral decency. Significantly, Bruce, Selina, and The Penguin (before and after his attempt to rejoin Gotham high society) also all share an affinity with animals that contrasts them with the characters who have no qualms about wearing dead animals for fashion.
• Futile Hand Reach: Batman's use of this is used by the Penguin to make the populace think that he pushed the Ice Princess off a building to her doom.
• Gambit Pileup: The Penguin and Max Shreck try to manipulate each other for their own ends, with Shreck hoping for a mayor he can keep in his pocket so he can build his power plant, and Penguin using Shreck to gain access to the list of Gotham's first born sons. Their schemes include using criminals to cause chaos in the streets to make the current mayor seem helpless to deal with the situation, exploiting the Penguin's origins to get public support for him to run for mayor, and framing Batman as a kidnapper and murderer.
• Gang of Hats: The Penguin's Red Triangles, who, because the laws of screenwriting demand it, dress up every day in "old-timey," Victorian-era circus costumes. Seriously, it's as if Hamas had a "children's birthday party" faction. Their weapons vary, as normal clowns utilize blades, nunchaku, and machine guns, while some performers use objects they would use in the circus, like firebreathers and jugglers using torches, The Sword Swallower using his shortsword, or the The Knifethrower Dame using her knives. Others are more outlandish, such as the Organ Grinder's gatling gun disguised as a street organ, or a clown strapped with a cartoonish time-bomb. Lampshaded in that Bruce Wayne does research on them and learns that they once really were circus performers and apparently didn't bother to change their costumes after taking up a life of crime. (By the way, Hamas really does have a "children's birthday party" faction, as described here.)
• Gatling Good: The Organ Grinder's street organ has a built-in Gatling gun.
• Gilligan Cut:
  • "Our police have the situation well in hand!"
  • The Mayor also has the audacity to proclaim, "Last night's violence will never happen again!" one second before his infant child is kidnapped.
• Glass-Shattering Sound: When Catwoman gets dropped through the roof of a greenhouse, she sits up in a daze and lets out a scream that shatters all the glass.
• Going Commando: Selina mentions a time when she forgot to wear underwear to school and that only one boy noticed.
• Good is Not Nice: Batman himself, as usual. He kills the Strong Man from the Red Triangle gang with a bomb, set the fire breather guy on fire for setting a business on fire himself, smacks Catwoman over the side of a building, and flees from the scene of a murder for which he's the prime suspect.
• Gosh Dang It to Heck!:
  • When Selina realizes that Max has left his speech for the tree lighting ceremony up in his office, all she can think to say is a very calm "Oh, darn." Her language does get cruder as the film goes along.
  • After she tries to suggest something at the board meeting where she is introduced:
  Selina: "Actually more of a question" ...Stupid corn dog! [Quietly] Corn dog, corn dog...
• Go Through Me: When the Red Triangle Gang comes looking for Max in the beginning, his son Chip bravely stands up to them and says, "You'll have to go through me!" Subverted when the clowns all pull out an assortment of blades and machine guns at his face with an "Oooooo!"
• Grappling-Hook Pistol: Batman has weaponized the grappling hook gun, and makes use of it in that capacity against a Red Triangle thug holding a woman hostage. Batman fires at the goon and seemingly missed, hitting the wall behind his head. After the thug taunts Batman, the Dark Knight pulls on the rope, ripping out a piece of the wall to hit the thug in the back of the head.
• Grenade Tag: Batman dispatches the Strongman by planting another mook's bomb on him.
• Grin of Audacity: Batman infamously has a full-on Slasher Smile while killing one mook with dynamite.
• Groin Attack: Catwoman kicks Batman down there with a heeled boot, but she realizes that this attack isn't very effective against Batman, as he isn't showing much flinch from the effect of that attack.
• The Grotesque: The Penguin's plan for revenge on Gotham involves appearing to be merely this. Alfred actually refers to The Penguin as a "ghastly grotesque" once his true nature is exposed.
• HA HA HA—No: When Max Shreck announces that the Penguin is running for mayor (not having gotten the Penguin's approval yet) a campaign aide makes fun of the Penguin's appearance, saying, "There must not be a lot of reflective surfaces down there in the sewers." (He meant mirrors, obviously.) Everyone laughs, including the Penguin, then the Penguin says, jovially, "Still, could be worse! My nose could be gushing blood!" Everyone laughs again... And then the Penguin bites the guy on the nose.
• Halfway Plot Switch: Done twice by the Penguin. First, he goes from “tending to his own things” to running for mayor, then goes from this to trying to kill Batman. When this fails, he goes back to his mayoral run, and then back to his original plot to kill all the firstborn sons of Gotham when this fails. He even lampshades the first one:
  Penguin: (as Shreck persuades him to run for mayor) Sounds fun...but I mustn’t get sidetracked! I got my own things to tend to.
• Hammerspace: Averted. To some viewers, it might appear as if Catwoman pulls that taser from nowhere in her climactic scene. However, if you look down at her left foot while she's walking, you can see the taser strapped down there. She reaches down and pulls it out after she's been hit by the second pair of bullets when she's saying "All good girls go to heaven..."
• Ham-to-Ham Combat: Danny De Vito (The Penguin) and Michelle Pfeifer (Catwoman). Even canaries are (nearly) chewed along with the scenery.
• Handshake of Doom: The Penguin is able to convince Max Schreck to help "reintroduce" him to the people of Gotham by blackmailing the unscrupulous businessman with evidence of his many, many crimes...including the severed hand of his former partner, Fred Atkins. Shaken, Schreck agrees to his terms, whereupon the Penguin gives him a handshake to seal the deal...with Fred's hand. Their deal ends with the Penguin setting out to kill all the firstborn children of Gotham, with Schreck being condemned to be executed alongside them.
• Hand Wave: Literally. Shreck introduces the Penguin to his campaign staff for a mayoral run. The Penguin asks him, "Elections happen in November. Is this not late December?" Shreck waves his hand and says, "Don't worry about it." After all, it wouldn't be the first time a sitting public official was removed from office.
• Heel–Face Revolving Door: Catwoman just can't decide whether she wants to be a villain or...well, if not quite a hero, at least a sympathetic Anti-Villain. Michelle Pfeiffer herself said in an interview that she didn't know whether her character is "a good guy" or "a bad guy." It's this complete ambiguity that largely makes this movie feel darker and more adult and unsettling than even The Dark Knight.
  Bruce: (after Selina tells him of her plan to kill Shreck) Who the hell do you think you are?
  Selina: (in tears) I don't know anymore, Bruce...
• He Knows Too Much: Max tries to kill Selina for finding out too much about Shreck's plans for his power plant. It doesn't work, and Shreck promises Chip that if she tries to blackmail him, he'll drop her from a higher window — meantime, he has badder fish to fry.
• Hell-Bent for Leather: Averted with Catwoman, as her catsuit was made out of latex, vacuum-sealed to the point of discomfort, and coated with a wet silicone lubricant to create the illusion of sheen, and to hide the fact that the stitches were not stitched into the fabric, but glued on after the fact because latex is notoriously easy to tear (so much so that the production team had to make more than 40 catsuits).
• Heroic BSoD: Selina suffers one of these (complete with psychotic breakdown and terrifying music) upon returning home after Shreck throws her out of a very high window.
• Hidden Depths: It's interesting that even the most unsympathetic bad guy in the film, Max Shreck, occasionally has humanizing moments when his most secret impulses rise to the surface. There's his impromptu speech to the crowds at the Christmas tree-lighting ceremony, right after throwing gift-wrapped packages to some of the spectators, which is undoubtedly manipulative but still has some truth to it: "I'm just a poor schmoe. Got lucky. So sue me if I want to give some back." Later, when he is meeting with Bruce Wayne in his office and Bruce accuses him of riding the coattails of a "crime boss" (The Penguin): "Shows what you know, Mister To-The-Manor-Born-With-A-Silver-Spoon. Oswald Cobblepot is Gotham's new golden boy. If his parents hadn't eighty-sixed him, the two of you might have been bunkies at prep school." There is clearly a trace of resentment and poignancy in Max, as he suspects that maybe if he'd had wealthy parents, too, he wouldn't have had to become a crook to get ahead. In an early draft of the script, Max was Penguin's older brother who emancipated from his family, thus likely losing his inheritance and has to make his own fortune the hard way. He and his son Chip risk their lives for each other at different points in the film. First, Chip holds off the Penguin's goons for Max, allowing him to run after a moment's hesitation. Later, Max pleads with Penguin to be taken instead of Chip, successfully sparing his life.
• High-Class Gloves:
  • The Ice Princess's outfit is a sexy leotard, but otherwise it's made to look like something for a winter princess, which includes long, fur-trimmed gloves.
  • Oswald’s black flipper gloves.
• High-Voltage Death: Max Shreck dies of electrocution, courtesy of Catwoman overloading the power generator at Penguin's Arctic World and frying him with one of the wires while giving him a Kiss of Death.
• Hoist by His Own Petard: The Penguin appears to have the Mayoral race in the bag until Bruce & Alfred broadcast his previous hateful rants over the loudspeakers. Later, after his plot to kill all the first-born sons of Gotham is foiled, Penguin straps rockets to his hundreds of penguins in order to destroy the city. Alfred is able to jam the signal used to control them, sending them off to follow a new beacon. When Batman arrives at his underground lair, Penguin wields a sword-umbrella, only for Batman to simply pull out a small remote control with a blinking red button. His eyes shift from the control, to something on the opposite side of the screen. Penguin does likewise, and sees his penguin army. He snaps — even further than he already had — and is able to take the controller and press the button. The rockets launch, destroying what remains of the park, but also releasing a swarm of bats from the Batskiboat, which immediately descends upon Penguin. He stumbles backward, through the ceiling glass, and into the icy, polluted water.
• Holding Out for a Hero: After saving a would-be rape victim, Catwoman scolds her for this.
• Horror Doesn't Settle for Simple Tuesday: The movie shows the deformed penguin being abandoned as a baby by his parents during Christmas and comes decades later to seek vengeance on Gotham.
• Humans Are the Real Monsters: While Catwoman and The Penguin are still technically human, it is Max Shreck, the normal person, who is arguably the most despicable of the villains.
• Humiliation Conga: One thing after another goes wrong for the Penguin during the movie's last act until Batman has destroyed his hideout. Shreck gets an even worse conga, complete with a Karmic Death.
• I Am the Noun: "I am the light of this city - and I am its mean, twisted soul."
• I Broke a Nail: Parodied. Catwoman snaps one of her metal claws off on Batman's body armor (ruining it), picks it up, stares at it, and says "Damn."
• Ice Palace: The Arctic World hideout isn't a literal Ice Palace, being a former zoo exhibit. However, it is very, very cold (thanks in part to a massive air-conditioning apparatus), features a cathedral-like skylight, and is ruled by the Penguin as if he were a king (he even sits on a throne).
• If You Kill Him, You Will Be Just Like Him!: Discussed and then subverted, or at least defied. Selina presents a handgun to Bruce while they are dancing at the Christmas Eve party and makes clear that she wants to assassinate Max Shreck. Bruce frantically snatches the gun away from her, but before he can say anything, she lampshades this very trope by pointing out that it would be good for the city if Shreck were killed and that, despite his "Santa Claus" benefactor gimmick, everyone secretly knows Shreck to be a Devil in Plain Sight and wishes he were dead, but only Selina is willing to actually go through with the murder, or to at least threaten to do so. Later explicitly suggested when Selina tears off her mask during her final confrontation with her former boss, revealing that her hair has become very wild and Shreck-like.
• Inadvertent Entrance Cue: Played with in a scene. Batman crashes through a window into the top floor of a dark, abandoned building to rescue the Ice Princess, who's been tied to a chair and muzzled with a cloth by the Penguin's goons. He quickly frees her, informing her that he's been framed for her kidnapping. The Ice Princess's response? "No problem. I'll just tell the police that I was kidnapped by an ugly bird-man with fish breath." Immediately afterward, someone announces: "Did somebody say 'fish'?" and a familiar figure drops from the rafters. Is it the Penguin? No, it's another notorious criminal who dresses in the manner of another animal well known for eating fish...
• Insistent Terminology: Selina insists on people calling her an "executive assistant," rather than a secretary. Max Shreck, on the other hand, insists upon the opposite. Finally, during her date with Bruce at the manor, she resignedly admits, "Secretary."
• Invasion of the Baby Snatchers: The Penguin, after his plan to get elected mayor of Gotham City goes to hell, steals everyone's first-born sons, intending to take them into the sewer and "toss them into a deep dark watery grave" as revenge on the Gothamites. When he captures Max Shreck (Penguin allows him to take his son's place in a brief moment of basic compassion), who manipulated and betrayed him, he changes this plan slightly — he intends to make Shreck watch as the kids sink into a deep puddle of his industrial byproducts before then making him join them. Fortunately for the kids, Batman is able to stop this evil plan before it gets too far.
• Iron Butt Monkey: Sure, it's supposed to play up the whole "nine lives" thing, but Selina takes this to such extremes that she becomes heroic: pushed out a window to the street below; burned on the arm by a vial of napalm and sent plummeting down into a truck full of cat litter; nearly strangled by one of the Penguin's umbrellas and sent crashing through the roof of a glass greenhouse, which rips her costume to shreds; finally, shot four consecutive times in the stomach. However, all this just makes her angrier and crazier than before, to the point where (apparently) nothing can kill her, and just to cap it off, she murders Shreck by mouth-to-mouth action with a taser in the middle...and lives!
• Iron Maiden: Bruce Wayne steps into an iron maiden in Wayne Manor to enter the Batcave. The spikes retract, the front closes, and the trap door floor lets Bruce slide down a chute. Someone who learned Bruce's secret identity would think twice about trying to get into the Batcave this way, because if Batman has a safety feature to detect an imposter, the penalty would be painful indeed.
• Ironic Echo: Before killing Shreck, Selina calls him "Santy Claus" in a nod to how the mayor introduced him at the tree lighting.
• Irony:
  • At the masquerade party, Max brags to Bruce Wayne, "I am the light of this city. And I am its mean, twisted soul." He's unknowingly saying this to the man who truly embodies both those ideals.
  • Bruce and Selina are the only people at the ball not wearing costumes...because their costumed selves are their real selves while their "normal" identities are really just false fronts, costumes in all but appearance.
• It's Not You, It's My Enemies: After his prior breakout with Vicki due to this trope during the time between the first film and this one, Batman tries to get over it with Selina Kyle. Once again, he is the one dumped, as Selina is Ax-Crazy by the end of the movie and attempts murder-suicide with her ex-boss.
  Catwoman: Bruce... I would love to live with you in your castle... forever just like in a fairy tale... (scratches Batman's face) I just couldn't live with myself, so don't pretend this is a happy ending!
• Jabba Table Manners: The Penguin clearly displays these while gobbling down a raw fish with his bare hands, er, flippers.
• Jerk Jock: Chip Shreck, at least in the shooting script. In the film itself, he's more a case of Daddy's Little Villain.
• Juggle Fu: There's a special case in that the objects being juggled are the weapons. Two men on stilts with heavily scarred faces toss flaming sticks back and forth during a gang-style riot - in the process burning the clothes of terrified bystanders rushing past.
• Karma Houdini: Penguin's parents never seem to pay for mistreating him as a baby, implicitly dying of unknown causes decades later. However, the even Darker and Edgier novelization implies this is eventually subverted sometime after the prologue when he actually does get to reunite with them...and makes them regret it in the worst possible way.
• Karmic Death:
  • "I am the light of this city!" [[spoiler:Really? You should be careful what you wish for, Maxie!
  • The Penguin kills the Ice Princess by terrorizing her with a swarm of bats, causing her to lose her balance. Batman later unleashes a swarm of bats on the Penguin that chase him through a skylight window. The injuries sustained by the fall later prove fatal.
• Kick the Dog:
  • When the Fat Clown objects to Penguin's plan to kill children, Penguin simply takes out a revolver umbrella and shoots him.
  Fat Clown: I mean, killing sleeping children. Isn't that a little...uh...?
  Penguin: (BANG!) No! It's a LOT!
  • The Penguin also tries to run down a little old lady while going on a rampage with the remotely-hijacked Batmobile. Batman takes back control just in time to keep her from being splatted.
    Penguin: Helpless old lady at twelve o'clock high!
  • In the opening scene of the movie, baby Penguin, locked in a box by his parents, grabs the family cat and drags it inside before presumably killing it. May or may not be Foreshadowing to his relationship with Catwoman.
• Kiss of Death: Selina, after her identity is revealed to Shreck and has two "lives" left, grabs the stun gun she'd picked up near the beginning of the film, puts it in between her and Max, and kisses him with it while grabbing on to some torn high voltage wires, creating a current to shock the inside of his mouth.
  Catwoman: Two lives left...I think I'll save one until next Christmas. But in the mean time... (Turns the gun on) How 'bout a kiss, Santy Claus? ["Kisses" him]
• Lampshade Hanging:
  Penguin: Why is there always someone who brings eggs and tomatoes to a speech?!
• Large Ham:
  • Danny DeVito doesn’t pull any punches as The Penguin. It's also complete with Evil Laugh at times.
  • Michelle Pfeiffer, quite composed as Selina Kyle, goes over the top as Catwoman.
• Last Breath Bullet: Subverted. With Batman distracted with the death of Max Shreck and the disappearance of Catwoman, the mortally-wounded Penguin rises from the sewer water and tries to shoot Batman with one of his umbrellas. Fortunately, he "picked the cute one," and dies.
  Penguin: The heat's getting to me... I'll murder you momentarily. But first, I need a cool drink... of ice... water...
• Legion of Doom: Subverted, as Penguin's two allies have no idea that they're both affiliated with Penguin (at least on a criminal level) and none of them can get past the second act without completely and violently falling apart.
• Light Is Not Good: Max Shreck, the white-haired supposed philanthropist who tosses Christmas presents to children in a crowd and who even tries to justify many of his actions by claiming that "I am the light of this city." It's all a put-on. (The "light of this city" metaphor, by the way, is even more disturbing when you remember what the Latin word for "light-maker" is: Lucifer.)
• Lock-and-Load Montage: This is subverted, as while Bruce breaks off a date with Selina Kyle to suit up as Batman, it's intercut with Selina frantically trying to get into her catsuit while still driving.
• Looks Like Orlok: More so than he does a penguin, anyway.
• Loophole Abuse: When Catwoman agrees to help the Penguin frame Batman by kidnapping the Ice Princess, she takes at face value his promise that he is going to scare the girl. Little does she suspect that he intends to scare her to death!
  Penguin: She looked pretty scared to me!
• Love Cannot Overcome:
  • Bruce Wayne mentions that Vicki Vale, his love interest from the first Tim Burton movie, couldn't handle being Batman's girlfriend.
  • Things don't work out well for Bruce and Selina's romance.
  • Oswald gets rejected, but it’s more because he’s completely abhorrent and disgusting inside and out.
• Madwoman in the Attic: The Penguin spends his early years as this, before his parents get rid of him by throwing him to the river.
• Man on Fire: During the Red Triangle Gang's attacks, a few Gothamites can be seen in the background burning from the fire-jugglers and -breathers. Batman inflicts this on one of the fire-breathers using the backwash of the Batmobile.
• Mask of Sanity: Selina Kyle a.k.a. Catwoman. It's heavily implied that she was already mentally unstable as Selina Kyle, as a result of being surrounded by utterly toxic people, given her apartment and refusal to swear, as well as her monologues to herself when she's alone at her apartment. Shreck's attempted murder was just the straw that broke the camel's back.
• A Match Made in Stockholm: Played with. The Penguin has his gang abduct Max Shreck and then forces Max (through blackmail) to help him learn his real name and reintegrate him into society. In the Hall of Records scene, it appears as if Max has come to sympathize with Penguin's plight. ("Yes, he's a friend - of the whole city. So have a heart.") It only gradually becomes apparent that Max is actually manipulating Penguin as Penguin had tried to manipulate him, running Penguin as a mayoral candidate in order to oust the mayor that Max has been opposing from the movie's beginning. While the Penguin quickly figures out that Shreck is trying to take advantage of him, he decides that he likes the idea of becoming Mayor of Gotham and puts his murder plans on the backburner until Batman sabotages his campaign.
• Maybe Magic, Maybe Mundane: Does Selina die and get resurrected by cats when Max pushes her out the window, or does she survive the fall and is simply roused from unconsciousness by the cats' attention? Catwoman seems to believe that she died and has nine lives, but it is left deliberately ambiguous: all of her "deaths" in the film are survivable (her falls all have relatively soft landings, and Max shoots her four times in non-lethal places).
• Meaningful Background Event: In the scene where Bruce asks Selina to watch the Tree Relighting Ceremony at Wayne Manor with him, you can see the Ice Princess being briefed on how to light the tree in the background, and based on her facial expressions, she seems to be annoyed at it. The next scene, the Ice Princess goes over the instructions inside her dressing room before she gets kidnapped by The Penguin.
• Meaningful Name:
  • Max Shreck, a man who plans to suck the life out of Gotham by draining the electricity and stockpiling it, shares his name with the first man to ever play a vampire on film, in Nosferatu.
  • Shreck's son is named Chip, as in "a chip off the old block."
  • The Ice Princess's title is a reference to her original Ice Queen characterization in the earlier scripts.
• Messianic Archetype: Addressed when Catwoman points out to Penguin that simply killing Batman would only increase public support for him ("He'd have even more power as a martyr"), and that to truly destroy him they need to turn the people of Gotham against him.
• Miles Gloriosus: For all his tough talk, Max Shreck isn't above running away and hiding in an alley when the Penguin's gang crashes the downtown Christmas celebration. What makes his cowardice even worse is that he leaves his son standing there on the stage with multiple guns and bladed weapons pointing at his throat. Sure, it's what everyone else is trying to do, and it's what his son wants anyway...but one might expect more dignified behavior from such an eminent community leader.
• Mind-Control Device: Subverted with the Penguin's spiral-patterned umbrella:
  Maximillian 'Max' Shreck: What is that, supposed to hypnotize me?
  The Penguin: No, just give you a splitting headache.
• Minimalistic Cover Art: The movie's teaser poster featured an extreme close up of the bat-ears-and-head from said logo, with "RETURNS" in very small print at the bottom.
• A Minor Kidroduction: The movie begins with the Penguin's birth and his parents ultimately dumping him into the sewers where he winds up being raised by penguins.
• Misplaced-Names Poster: The poster switches the places of Michelle Pfeiffer and Danny DeVito. Not like it's hard to distinguish them in spite of this, but, taken at face value, DeVito got quite attractive all of a sudden, while Pfeiffer really let herself go.
• Modeling Poses: Even though the Ice Princess isn't modeling anything, she still does some poses right before and after lighting the tree.
• Monochrome Casting: In contrast to the previous film in which Harvey Dent, one of the Joker's mooks, and a small speaking part were cast with African-Americans. This is due at least in part to last-minute changes in the final script, as Marlon Wayans had been cast as Robin but was left out of the final shoot.
• Monster Clown: Some circus members go beyond doing harmless yet threatening acts of vandalism and terrorism and actually attempt to hurt or kill people. They include the Terrifying Clown who threatens to taser Selina Kyle, the stilted jugglers with threatening masks who burn an innocent man, and the large and imposing Strongman who knocks out a mall Santa with a toy sled.
• Mood Dissonance: The goofy fights between Batman and Penguin's circus freak-show, the rocket-strapped penguin army, and Penguin driving around in a giant duck vehicle have all been criticized by critics and fans for feeling very out of place in an otherwise dark and moody film. Then again, that's Tim Burton's style in a nutshell, juxtaposing the childish with the unsettling.
• Mood Whiplash: Done intentionally when Shreck corners Selina in his office when she accidentally discovers his power plant plans. He walks up to her menacingly and she stammers out "It's not like you can just kill me." He says "Actually...it's a lot like that." Then, after a pregnant pause, he breaks a big smile and starts laughing, goading Selina into thinking he was playing around with a couple light-hearted utterances of "Eh?" Selina begins to laugh as well. Then he does it.
• Mook Horror Show: Not so much this time, since, unlike in the '89 film, criminals know by this point that Batman is human (thanks to the good look at his body armor by Bob the Goon after the Joker's gang shoots him in an alley). Still, the Organ Grinder is clearly terrified when Batman's silhouette appears atop the circus train in a flash of lightning.
• Moses in the Bulrushes: Oswald Cobblepot's parents, horrified by his appearance and cruelty, put him into a basket and drop him into a creek. He is then carried away by murky waters into the sewers and adopted by...penguins.
• Murder by Remote Control Vehicle: The Penguin installs a remote control device in the Batmobile and uses it to try and kill Batman and some Gothamites while Batman is driving.
• Mythology Gag:
  • The Penguin running for mayor is directly taken from the 1966 TV series' two-part episode "Hizzoner the Penguin/Dizzoner the Penguin." Batman also uses a frequency-jamming device to stop the Penguin's missiles, just as he did in that series's spinoff film.
  • The 180 degree rotation the Batmobile pulls is likely a reference to the TV series as well with its "Emergency Bat Turn."
  • Also from the 1966 series, Penguin remotely controlling the Batmobile with Batman inside is likely a reference to “Not Yet He Ain’t,” where Batman pulls an identical stunt on the Penguin after the latter steals the Batmobile and begins using it for himself.
  • The Penguin wears his signature monocle in three brief scenes, and in one scene, somebody sticks a cigarette holder in his mouth (although he immediately spits it out a second later). The film's promotional material and in-universe political campaign posters do, however, show him with his top hat, monocle, and cigarette holder in the classic Penguin style.
  • The giant rubber-duck boat car Penguin uses is actually first seen in the The New Adventures of Batman episode "Reading, Writing, and Wronging" over a decade earlier.
  • The image of Oswald Cobblepot on the "Oswald for Mayor" campaign posters and buttons much more resembles The Penguin's comic book counterpart than this film's version.
  • The shot of a dying Selina lying in the alley is a nod to a similar panel in Catwoman's 1989 miniseries, Catwoman: Her Sister's Keeper. Another reference to the miniseries includes a scene where Catwoman is scratching a thug's face.
  • Several plot points are nods or lifted from Batman: Year One, including the use of a swarm of bats against people, Batman escaping through a bat swarm, and Batman being chased by the police.
  • The film's title is a shout-out to Batman: The Dark Knight Returns.
  • In the scene where Selina discovers the truth about Shreck's proposed power plant, her glasses form a mask-shaped shadow around her eyes, a nod to the masked Catwoman costume in the original TV series and Batman: The Movie. Also counts as foreshadowing to her becoming Catwoman.
• Nasal Trauma: The Penguin inflicts this on a member of his campaign staff, taking a massive bite out of his nose and sending blood gushing all over the place.
• Never Found the Body: The final shot reveals that Catwoman survives this way, though she's never brought back to the series afterward.
• Noble Demon: Catwoman. She's a bitch, a coward who wins fights by cheating, and can be just as mean as the men who have persecuted her. However, Selina takes no pleasure from Penguin's callous murder of the Ice Princess, admits that she loves Bruce Wayne as he loves her, and shows Max Shreck who the real coward is by defiantly coming toward him as he cringes backward and fires bullet after bullet into her body.
• No Celebrities Were Harmed:
  • Given his media-friendly gimmickry, outlandish hairstyle, and rough-and-tumble upbringing, it's little surprise that many viewers (both in 1992 and now) tend to interpret Max Shreck as a fictional Donald Trump. In fact, Shreck's role as a political kingmaker in this movie eerily predicted what Trump would eventually become! Also, Shreck even gets to bellow "You're fired!" at one point.
  • The iteration of Penguin in this film has some similarities with real-life American freak show performer Grady Stiles. Not only was this version of the Penguin once involved as circus sideshow performer, he also even has the same condition of Ectrodactyly and also a short temper of which leads him to committing or attempting acts of murder. In a strange coincidence, Stiles passed away within the same year as Batman Returns's release.
  • The Ice Princess is modeled after Marilyn Monroe as a blonde-haired beauty with a similar beauty mole on her face, but also a ditz (a nod to Monroe playing dumb blonde characters). In the original screenplay, she mentions that she studied Method Acting by mail, which is what Monroe studied.
• No Good Deed Goes Unpunished: An inversion. After saving a would-be rape victim, Catwoman berates the woman for her carelessness.
• Non-Specifically Foreign: The Poodle Lady. Judging from those few lines we hear her speak, her voice can best be described as "Central European immigrant who's almost lost her accent."
• No-Sell: Mild example. The Penguin twirls an umbrella with a black-and-white spiral pattern in front of Max Shreck who asks if it's supposed to hypnotize him. Realizing it's having no effect, Penguin says, "No, just give you a headache." Shreck comes back with, "It's not working."
• Not Even Bothering with the Accent:
  • If you presume that Gotham City is supposed to be like New York City (as most people do), then the Los Angeles-born Michael Murphy using his natural accent as the Mayor sounds pretty inappropriate.
  • Michelle Pfeiffer, too, is a Southern California native, and as Selina Kyle she sounds like exactly that. Her accent does become more generic when she's Catwoman, though, and the movie makes clear that the Kyle family is not native to Gotham. We even hear Selina's mother speaking on her answering machine in what has to be some upper Midwestern/Great Lakes dialect (Chicago, maybe?).
  • The Ice Princess speaks with a noticeable Southern accent. Her actress, Cristi Conaway, was born and raised in Lubbock, Texas.
• Not Good with Rejection: After Catwoman rejects Penguin's advances, he tries to kill her by hanging her with his umbrella-copter. She manages to break free but falls into a rooftop greenhouse.
• Not-So-Harmless Villain: Despite being clowns who once performed in a circus and kept their costumes, the Red Triangle Circus members are still menacing enough to serve as an effective terrorist gang for The Penguin.
• Not the Fall That Kills You…: Happens when Selina Kyle, having been pushed through the window of the high-rise office where she works, falls what looks like several dozen stories to her Not Quite Death. It's implied that she didn't die (unless she really did and was mystically revived by cats, which is also shown as a possibility) because the awnings projecting from the building's side slowed her fall — except that even this doesn't happen, with Selina whipping through the awnings in a matter of seconds.
• Off Bridge, onto Vehicle: Batman knocks Catwoman off the roof of a building, only for her to escape when she lands in the back of a truck full of cat litter.
• Offing the Annoyance: The Penguin kills a henchman for questioning the morality of his plans.
  Henchman: I mean, killing sleeping children. Isn't that a little...
  *BANG*
  Penguin: No...it's a lot!
• Offscreen Breakup: Bruce Wayne and Vicki Vale, between Batman (1989) and this movie. The former alludes that she couldn't handle his double life as Batman.
• Oh, Crap!:
  • The Organ Grinder, just after he notices Batman's shadow appearing just above him in a flash of lightning.
  • The Strongman, when he notices that Batman has stuffed a Looney Tunes-style time bomb in his cummerbund.
  • Max Shreck when he tries to shoot Catwoman with a revolver that turns out to be empty.^note Penguin previously fires one shot to kill the Fat Clown, and Shreck later picks it up and shoots Batman once and Catwoman four times.
  • A shared one between Bruce Wayne and Selina Kyle as they realize that they've both just given away their secret identities to each other.
  • The most hilarious one (sadly, missed by most people) is the split-second shot of the Mayor's face when the Penguin's giant Christmas package bursts open and releases his gang. You'll have to freeze the image at just the right moment, but it's well worth it.
  • Bruce has a brief one when behind him he hears the Penguin reaching for one of his umbrellas and turns around, caught completely off-guard and potentially screwed had Penguin not picked the 'cute' umbrella by mistake.
  • Bruce has a great one after he gets control of the Batmobile back from Penguin and is fast approaching an alley to make a getaway from the pursuing cops, but the controls to turn the car into the Batmissile still aren't working: "Okay, now I'm a little worried!"
• Older Than They Look:
  • Circus performer John Strong, who portrayed both the Sword Swallower and an uncredited Fire Breather, was 67 years old when he played both these roles. He doesn't look much older than 45.
  • Cristi Conaway, who played the Ice Princess, was 27 at the time. The character could pass for 21 or even younger.
  • Would you believe that Michael Keaton was already 40 at the time of filming? Didn't think so.
• Organ Grinder: The Penguin's circus gang has an evil organ grinder (complete with monkey) amongst their ranks, and he is seemingly The Dragon. His organ contains a hand-cranked gatling gun.
• Out of Focus: One of the common criticisms of the movie is that Batman actually takes the backseat to The Penguin and Catwoman. Justified by the filmmakers as Burton explains that Batman stories have always been more about the villains than Batman himself.
• Papa Wolf:
  • The Penguin goes ballistic after Batman has Alfred jam the frequency over which he is sending neurological commands to his pet penguins, which he seems to believe causes them great pain. ("MY BABIIIIES!")
  • Max Shreck. He's a ruthless, cold-blooded thug of a business man but still loves his son. When Selina finds out the truth about his "power plant," he tries to kill her because he views it as his legacy to leave to Chip and can't allow a chance for it to be threatened.
• Parasol of Pain: Naturally for the Penguin. He has umbrellas that double as a machine gun, sword, flamethrower, helicopter, a cute one to lure children, and one with a black and white spiral that he starts spinning at Shreck:
  Shreck: What's that supposed to do, hypnotize me?
  Penguin: No. Just give you a splitting headache.
  Shreck: It's not working.
  Penguin: [[shoots at Shreck with blank-shooting gun umbrella]]
• Parental Abandonment: Disgusted by their son's deformity, the Cobblepots throw him in his baby carriage off a bridge and into a creek.
• The Password Is Always "Swordfish":
  Selina: I figured that your password was "Geraldo" — your chihuahua — and it was.
• Penguins Are Ducks: There are several penguins living in the Absurdly Spacious Sewer of an American city because it's connected to the zoo's penguin lagoon exhibit. There have been news stories about people rescuing ducks trapped in sewers in real life, so you would certainly expect to see ducks in such an urban area instead. The penguins also occasionally quack (particularly in the Penguin's death scene), although they also sometimes make more realistic penguin sounds. The Penguin himself has a vehicle made to look like a giant yellow duck. While this is probably more to reflect his Psychopathic Manchild personality, it's still telling that a penguin-themed supervillain is associated with a duck.
• Pet the Dog:
  • Penguin makes it appear this way for himself by "rescuing" the Mayor's son, an event he stages to generate sympathy and attention.
  • For all their faults, Max and Chip Shreck do indeed seem to care for each other, as when the Red Triangle gang comes for Max, Chip stands in the way and tells Max to save himself, and in an echo of this scene later on when Penguin comes to kill Chip, Max begs him to take him instead.
  • The first thing Selina does as Catwoman is intervene when a young girl is being harassed and assaulted. While she acts rudely towards the girl afterwards, she still didn't have to help.
  • Phlegmings: The Penguin has a perpetual trickle of an oil-like bile running down his chin.
• Pink Means Feminine: Selina's apartment is painted pink and full of toys like plush dolls and a dollhouse. Once you look past this, however, you can see she's actually living in a crappy slum with low-hanging I-beams that she's merely done up to reflect her personal taste.
• The Pirates Who Don't Do Anything:
  • The members of the Red Triangle Circus don't actually perform anymore. Justified in that they're fugitives from the law and generally act as criminals now. Subverted (albeit briefly) when a few of the performers use their skills as tools of terrorism during the Gotham Plaza sequence, proving that they've "still got it."
  • Bruce Wayne plays the trope pretty straight. In only one scene between both Burton films is he shown doing anything that could reasonably be counted as "work." One thing the Schumacher films don't get enough credit for is acknowledging that Bruce does have a company to run and mundane responsibilities to go with it.
• Plucky Office Girl: Selina Kyle is a Deconstruction of this trope. She's got a lot of ideas, and never gets noticed by her boss, due to her Shrinking Violet tendencies. When she finally does get noticed snooping around the office, he tries to kill her, and her sanity takes a sharp jump off a cliff.
• Polar Bears and Penguins: Despite what this film seems to indicate, there are no penguins in the Arctic. Even Michael Singer's Batman Returns: The Official Movie Book gets this wrong.
• Poorly Disguised Pilot: There was talk of a Catwoman movie as a follow-up to this one. Michelle Pfeiffer wasn't very excited about the project and it never came to fruition until long after the Batman movie franchise had died in 1997. Eventually, the project was revived as a vehicle for Halle Berry, resulting in the notorious 2004 movie Catwoman (2004).
• Portal Statue Pairs: The twin, giant, Art Deco statues in Gotham City Plaza in front of City Hall (flanking the giant Christmas tree) invoke this (as well as being a nod to the statuary in New York's Rockefeller Plaza).
• Power Cable Attack: During the climax, Catwoman does it to herself and her former boss by placing a taser between their mouths while holding an electrified cable; she does this as an act of revenge against him. It appears to also be an act of Taking You with Me, but she survives.
• Pragmatic Villainy: When Selina turns up alive after Shreck tries to kill her, he decides to leave her alone for the time being. However, he tells Chip that if Selina tries to blackmail him, he'll push her out of a higher window.
• Precision-Guided Boomerang: Subverted. Batman takes a Batarang, programs it to hit multiple targets, and lets it fly. A small dog catches it like a Frisbee before it can return so that it can be used to frame him later.
• Pre-emptive Declaration: There's one from Penguin, responding to a crack from one of his image consultants which has everyone laughing (including Penguin, who laughs right along with them).
  Penguin: Still, could be worse! My nose could be gushing blood!
  [Everyone laughs except Josh, who looks mystified]
  Josh: Your nose could be...what do you mean by that — !
  [The Penguin proceeds to viciously bite Josh's nose and draw blood.]
• Pretty in Mink:
  • The white fox trim on the Ice Princess's costume gives it extra glamour (in addition to still being sexy).
  • Selina, too, sports a snowy, white, faux-fur ensemble in one scene.
• Pre-Violence Laughter: does this immediately before Max Shreck ends up pushing Selina out the window of his building for knowing too much about his plans for the power plant. Max Shreck catches her off guard, making her laugh and then laughing right along with her, just before pushing her out the window.
• Produce Pelting: Happens to The Penguin after he's exposed for what he is by Batman via Engineered Public Confession. Unlike most other examples, he shoots back with a machine gun, and asks an excellent question:
  The Penguin: Why is there always someone who brings eggs and tomatoes to a speech?!
• Psychopathic Manchild:
  • From his juvenile sense of humor, to his adult-sized temper tantrums, The Penguin embodies this trope. For a good example, witness his murderous reaction to being turned down by Catwoman. Furthermore, both physically and in other significant ways, he comes across as an overgrown baby. He wears pajamas and a bib, is constantly spitting up, has a mobile-like umbrella with pastel children's squeeze toys hanging from it, and travels around in a vehicle that's essentially nothing more than a giant, rubber-duck bath toy.
  • There's Batman himself, the guy still driven by the murder of his parents from when he was just a kid, but he's practically the model of sanity compared to the Penguin (and Catwoman).
  • Selina, from killing a guy by playing Tic-Tac-Toe on his face, to jump-roping her way through a store she's about to burn to the ground, to alluding to fairy tales and childish rhymes in the climatic showdown between her, Bruce, and Max. Not exactly unexpected from the kind of person who keeps cute cat sweaters and an army of stuffed animals in her pink pastel apartment and then experiences a trauma that sends her off the deep end.
• Punch! Punch! Punch! Uh Oh...: Subverted. Batman's punches don't faze the muscular Strongman, but it gives the Dark Knight time to stuff a bomb down his pants.
• Put on a Bus: Vicki Vale, Bruce Wayne's love interest in the previous film, was originally scripted to return (see below) but was cut out of the film in favor of Catwoman. It is implied that she simply couldn't keep up with Bruce's double life as Batman. The same could be said for Harvey Dent, who pops up in the next film as Two-Face, and Mayor Borg, who is replaced by Roscoe Jenkins.
• Quote Mine: Played With when Bruce Wayne jams the Penguin's microphone while he's giving his mayoral candidacy speech and then plays a tape of him saying, "Hey, just relax! I'll take care of the squealing, wretched, pinhead puppets of Gotham!" and then "You gotta admit, I played this stinking city like a harp from Hell!" As the crowd starts to become angry, the Penguin insists "I didn't say that" - which is Metaphorically True. He didn't say it live, at that very moment, so Wayne's implication that he was saying those words in front of all those people (and obviously, he wouldn't have) was deceptive. But he had said those things the night before, when no one except Batman could hear them...not anticipating that Batman would record them for posterity. So it's an Engineered Public Confession: taken out of context, but not a Frameup either.
• Rage Breaking Point: Upon arriving home after being pushed out of a window by Max, the voice message of a beauty sale endorsed by her boss's company snaps something in Selina.
• Raging Stiffie: A conversation between Bruce Wayne and Selina Kyle (after Bruce has just apologized for suddenly leaving during their previous date, and they are pressed closely together while dancing on a ballroom floor):
  Bruce: So...no hard feelings?
  Selina: Well...semi-hard, I'd say.
  [Bruce looks down and becomes embarrassed]
• Raised by Wolves: By penguins, to be exact, with a little educational help from a gang of circus performers.
• "Ray of Hope" Ending: Even though the Penguin is defeated and his and Schreck's reign of terror have come to an end, Selina refuses to be with Bruce because she is incapable of living with herself, and seemingly dies while taking Schreck with her. This leaves Bruce staring vacantly at Penguin's funeral and seeing another lost soul who lived and died alone. Badly shaken and submerged in his inner hell, he spends Christmas Eve with Alfred, until he finds concrete evidence that Selina survived and wants him to take care of her cat while she heals both physically and mentally. Then Alfred, his one friend, wishes him Merry Christmas, making Bruce smile in his own wish for goodwill toward men... "and women". Fittingly, the last shot of the movie is the Bat-Signal shining in the sky as Selina watches.
• Reasonable Authority Figure: Commissioner Gordon, for the few seconds he shows up.
• Recognition Failure: The Ice Princess seems to be ignorant of who The Penguin really is when he first meets her, despite all the attention he's received for his tragic backstory and "saving" the mayor's baby, as well as for his unusual mayoral campaign, and in fact, she believes that he's a "talent scout." When Batman comes to rescue her, she refers to The Penguin as an "ugly bird man with fish breath."
• Red Right Hand:
  • Zigzagged with the Penguin himself. Although his pallor and build are probably due to his lifestyle, his pronounced nose and distorted hands (middle, ring, and pinky fingers fused into grotesque "flippers") fit the trope. In the first half of the film he tries to subvert it, using them to build sympathy as a poor soul who's been unfairly cast out of society because of his physical ugliness. It's then played straight when he turns out to be a murderous sociopath after all.
  • Some of the Red Triangle Gang members appear just as ugly as Penguin himself (although, unlike him, they are obviously sporting masks and face putty).
• Refuge in Audacity: Most of the film, but the climax suitably takes the cake when the Penguin tries to destroy Gotham City with an army of mind-controlled, rocket-strapped penguins.
• Resigned to the Call: The Penguin isn't very keen on becoming Mayor of Gotham City and only agrees to it so Shreck will help him with his own goals. It's later subverted when the Penguin decides that he could actually enjoy being the Mayor, along with all the trappings that would come with it.
• Revenge Before Reason: Even though Selina Kyle is in love with Bruce Wayne and wants to spend her life with him, she can't let Max Shreck live.
• Rewind, Replay, Repeat: Batman records remarks that the Penguin makes while believing he's more or less in private, only to replay them for Gotham City's public. The telltale gibberish rewind noise of a tape is there even though the recording is on compact disc. Going for a cheap laugh, Bruce even does some DJ scratching with the discs as if they're vinyl records.
  Penguin: [on recording] I played this stinkin' city like a harp from Hell! [rewind, replay]
• Rooftop Confrontation: Happens often in Batman movies, and this is no exception.
• Roundabout Shot: A slow version happens when the Penguin and Catwoman meet for the first time. He accuses her of being just some sorority girl seeking attention, as they circle his birdcage (leading to an amusing moment where they threaten each other's pet).
• Rousing Speech: A completely insane yet awesome one, courtesy of the Penguin post-Villainous Breakdown:
  Penguin: My dear penguins, we stand on a great threshold! It's okay to be scared - many of you won't be coming back! Thanks to Batman, the time has come to punish ALL of God's children! First, second, third, AND fourth born! Why be biased?! Male and female! Hell, the sexes are equal with their erogenous zones BLOWN SKY HIGH! FORWAAAARRRRD MARCH! THE LIBERATION OF GOTHAM HAS BEGUUUUN!!
• Rule of Symbolism:
  • After Penguin has initially turned down Shreck's suggestion that he run for mayor of Gotham City, he starts to retreat back upstairs to his office. Shreck tails him, catching up with him at the foot of the stairs and whispering three temptations into his ear. Penguin responds with, "You drive a hard bargain, Maxie. Alright, I'll be Mayor." The two then look out the window over the city: Penguin cries, "Burn, baby, burn!" and Max gets a glittery, avaricious look in his eyes. The parallels with the Gospel of Matthew, chapter 4, are eerie.
  • There's also the Moses in the Bulrushes stuff going on in the opening, along with "33 Years Later..." and the Penguin's ultimate plan to kidnap all of Gotham's first born sons and baptize/drown them in a pool of toxic waste.
  • Max Schreck shares his name with the actor who plays Graf Orlok in Nosferatu. His master plan is to suck the life out of Gotham City by sapping and its electricity, and selling it back to the city at a higher price. Furthermore, his attempt on Selina's life doesn't kill her, but it does cause her to have a rebirth as a night-dwelling monster that can seemingly cheat death. If you look closely when she comes home after being reborn, you can see she's got a bloodstain on her neck.
• Running Both Sides: The Penguin has his gang (to which he appears to have no connection whatsoever in the public's mind) commit random acts of violence throughout Gotham City in order to make the city's current mayor look weak, while simultaneously running for mayor himself and claiming he's the only one who can restore order (and technically, he's telling the truth!). One of his allies even refers to "the Gulf of Tonkin" and "the Reichstag fire", both real-life events that might suggest to naïve viewers that both were False Flag Operations, when in fact they genuinely happened and were only exploited afterward.
• Saying Sound Effects Out Loud: Shreck says "yawn" in a dialogue with Bruce:
  Max Shreck: Does it really matter who's mayor?
  Bruce Wayne: It does to me.
  Max Shreck: Yawn.
• Scary Stitches: Catwoman has a costume that is roughly stitched together from random torn pieces of PVC, symbolizing the unstable nature of her new persona after her old self was destroyed by trauma... as well as allowing for sexy Clothing Damage when the stitches start to fail.
• Scenery Porn: Even moreso than the first Batman, this movie has amazing set design only enhanced by the snowy landscapes.
• Screaming Birth: The Penguin's birth at the beginning of the movie is preceded by the mother screaming as she gives birth. When the child is born and the father goes into the bedroom to see him, he also screams.
• Screw This, I'm Outta Here:
  • Following Oswald Cobblepot's Engineered Public Confession (see above), but before he gets pelted with vegetables, Shreck and his entourage wisely (if cowardly) decide to scram.
  • Toward the end of the film, once it becomes clear that Batman is about to make his way into the Arctic World base, the remaining Red Triangle Gang members take this as their cue to flee. Their ultimate whereabouts are left unknown.
• Scrubbing Off the Trauma: Parodied by Catwoman: "The thought of busting Batman makes me feel all...dirty. I think I'll give myself a bath right here." Then, she proceeds to lick herself!
• Secret-Identity Identity: At Max's masquerade ball, all the guests wear elaborate masks to conceal their identities except for Selina and Bruce. Unknowingly lampshaded by Max, who sarcastically ribs Bruce over his "nice costume," and hammered home in a conversation between Bruce and Selina where the latter reveals that she doesn't even know who she really is anymore.
• See You in Hell: A weird variation of this occurs when the Penguin attempts to kill Catwoman by hanging her with a noose on the end of his helicopter-umbrella (she survives, at the cost of one of her nine lives). He doesn't wish for her to suffer Hell, but:
  Penguin: Goodbye, my unintended... Go to Heaven...
• Self-Made Orphan: There are some subtle indications the Penguin is responsible for the death of his parents, but it's hinted at more strongly in the novelization.
• Sequel Hook:
  • Catwoman is still alive, though the later films in this continuity never get around to addressing this plot point, and the Catwoman (2004) film ended up undergoing so many changes as to have nothing whatsoever to do with any version of the DC canon. Catwoman finally returns in the comic book sequel Batman '89.
  • In a very early draft, a few of the Penguin's fleeing goons discuss that the Riddler is looking for hired help.
  • In another script, it's Harvey Dent instead of Max Shrek who gets electrocuted, thus setting up Two-Face as the villain for the next film.
• Serial Escalation: Once The Penguin is disgraced from his mayoral bid, he very quickly degenerates in his desire for revenge. Initially, he wants to take out all the first-born sons of Gotham City. When that is thwarted by Batman, he sends an army of penguins with guided missiles to try to kill them all (per Rousing Speech).
• Sex Is Evil, and I Am Horny: A huge part of both Selina and Bruce's arcs. They both seriously want each other but seem broken by various traumas: for Selina, it's the attempt on her life, expectations of others, and the breakup of her relationship all coming to a head within hours, and for Bruce, it's the breakdown of his relationship and the strain of being Batman.
• Sexy Santa Dress: The outfit the Ice Princess wears is like a fur-trimmed, one-piece swimsuit.
• Shades of Conflict: Oh my. The three villains are all somewhat sympathetic. Penguin is a clear Woobie, Destroyer of Worlds, since his parents try to kill him in his early childhood, Selina/Catwoman is created by an attempt on her life and desires on some level to be good, and Shreck gets several moments of Even Evil Has Loved Ones, going so far as to sacrifice himself to save his son. Batman doesn't have a no-killing policy in the Burton films (true to his original incarnation) and is darker here than in almost any other film adaptation.
• Sharp-Dressed Man: Nobody outdresses Max Shreck, whose natty striped suit, fur-lined coat, black-and-white spats, and Ominous Opera Cape you will not soon forget, although the Penguin comes close when he's running for mayor in his striped pants, waistcoat, frock coat, and top hat. Bruce Wayne himself doesn't look bad, either, when he attends his meeting with Shreck. ("Nice suit," says Selina.)
• Shoot the Hostage Taker: When one of the Red Triangle Circus clowns takes a pre-Catwoman Selina hostage, Bruce fires his grapnel at the wall behind the clown and, while the overconfident clown mocks Bruce for "missing," rips a chunk out of the wall to smack the clown in the back of the head and knock him out.
• Shout-Out:
  • Walken's character is named after Max Shreck, who portrays Count Orlok in the silent film Nosferatu.
  • Shreck's human molar cufflinks are modeled after Meyer "The Man Who Fixed the World Series" Wolfsheim's in The Great Gatsby.
  • The masked ball at Shreck's department store features a replica of the "Red Death" costume from The Phantom of the Opera (1925). The wearer is even standing on a staircase, where the Phantom famously descends when he's revealed in the costume.
  • The Penguin's appearance has clearly been influenced by Dr. Caligari.
  • To kick off his plans in the third act, the Penguin inverts the famous quote from David Lynch's The Elephant Man.
  • Catwoman says to the female victim, "I am Catwoman. Hear me roar," a reference to Helen Reddy's 1971 hit song, "I Am Woman."
  • In one crowd scene, the camera briefly passes over a young man wearing a jacket with a picture of Gogo Dodo.
• Shut Up, Hannibal!: When Batman confronts Catwoman just as she is about to kill Max Shreck, Shreck steps forward and assures Batman that he's doing the right thing, since in sparing Shreck's life he is guaranteeing that Gotham City will not be robbed of its most influential leader. Batman promptly stiff-arms him in the face and reminds him that he's going to jail.
• Signs of Disrepair: Selina's "HELLO THERE" sign, which reads "HELL HERE" after she smashes portions of it.
• Silence Is Golden: With the minor exception of the Cobblepots greeting a passing couple, the entire Villain Opening Scene displays The Penguin's origins through visuals and music with no dialogue needed to explain/tell the story.
• Sir Not-Appearing-in-This-Trailer: Christopher Walken.
• Skull for a Head: The Red Triangle motorcyclists wear helmets that look like skulls with bugged-out eyes and hanging jaws.
• Slasher Smile: Batman of all people manages to pull off a genuinely terrifying one in response to the Red Triangle strongman's Oh, Crap! face after Batman uses sleight of hand to attach a ticking timebomb to him.
• Sleeping With The Fishes: Fred Adkins's fate.
• The Snark Knight: Alfred, as per usual for the franchise. Whether it's taking jabs at Cobblepot during the latter's press conference or trading quips with Bruce about his (lack of) love life, Alfred has plenty to spare.
• Soft Water: Averted. The Penguin actually dies after falling into sewer water from above the street. It also helps that the water is toxic, but not enough to kill other characters who fell in it from lesser distances and the blood out of his mouth implies internal bleeding.
• Soundtrack Dissonance:
  • Notably averted compared with the rest of the series. While the first film had the incongruously poppy "Batdance" as its radio tie in, and the two Joel Schumacher films had the unexpectedly Darker and Edgier "Hold Me, Thrill Me, Kiss Me, Kill Me" and "The End Is the Beginning Is the End," this film has the less popular but much more tonally appropriate "Face to Face" by Siouxsie and the Banshees.
  • In terms of diegetic music, the party at the end starts out with an orchestral version of Rick James's "Super Freak," and shifts instantly to "Face to Face" when Selina turns up, indicating on a meta-level the tonal shift between this film and its predecessor.
• Spared by the Adaptation: The Ice Princess survives in at least two adaptations:
  • The children's adaptation, "The Penguin's Plot," has Batman successfully free her. It should be noted that neither Catwoman nor Shreck appear in the book. The Penguin also survives, and the book ends with him being run off the stage by the Gotham citizens after his Engineered Public Confession.
  • In the PC version, if you do certain things correctly before Day 8 (the day of her kidnapping), Batman can save the Ice Princess. This is also the only way to get the good ending.
• Spell My Name with a "The": Lampshaded during Selina's first encounter with Batman after he rescues her from a stungun-happy clown. Possibly a reference to the comics, since in the original comics it was "The Batman" to emphasize that he was a dark, eerie, and almost inhuman-like force of justice. Later, it became Batman as the comics became popular and the human aspects of the character emerged.
  Selina: Well. The Batman...
  Batman: [Visible Silence]
  Selina: Or is it just "Batman"?
  Batman: [more visible silence, then leaves]
  Selina: Your choice, of course!
• Split Personality: Human/animal duality and double life in general is a major theme in the movie. Bruce Wayne/Batman, Selina Kyle/Catwoman, and Oswald Cobblepot/Penguin are implied to be having serious psychological issues, up to the point of having two different personas inside their minds: one human, and the other animal. This is especially obvious with Catwoman/Selina, as she looks at her reflection at one point and asks herself, "Why are you doing this?" and then later admits to Bruce that she doesn't know who she is anymore.
• Spoiled Sweet: The Ice Princess in the film as it exists; she was originally meant to be less sympathetic. Like a typical Spoiled Sweet character, she is self-absorbed, possessing absolutely no clue who The Penguin/Oswald Cobblepot is when he bursts into her dressing room. However, despite an initially frosty response to his intrusion, she turns on the charm as soon as he introduces himself as a talent scout. Much like typical Spoiled Sweet characters, she is beloved by everyone despite (or maybe even because of) her stupidity and is clearly the type who has always depended upon men to take care of her (see for example her bodyguards who remove her fur coat at the first tree-lighting ceremony and the way she remains perched on a rooftop ledge later in the film just waiting for Batman to come and rescue her, even though she could easily hop down). Clearly she's not used to taking care of herself or showing even a smidgeon of curiosity about the wide world beyond her own interests, but as Cristi Conaway, the actress who played her, said in an interview contained in Batman Returns: The Official Movie Book, "She's not as nasty as her title might sound. As long as you don't mess up her make-up, you can talk to her."
• Spotting the Thread: Happens to Bruce and Selina simultaneously when she repeats something he'd said to her earlier as Batman, and he automatically responds by repeating the comeback she'd made as Catwoman.
• Star-Crossed Lovers: Bruce & Selina are just not destined to be as their masked alter-egos keep interfering, what with Selina's reluctance to date Bruce because it clashes with her Catwoman schedule, the two being unable to properly make out since they're trying to hide their battle scars from each other (and by extension, their secret identities), Bruce being freaked out by Selina's plans to murder Shreck and get revenge (which is arguably brought on by the newfound aggression of her Catwoman side), their relationship getting turned upside-down once they discover that they've been fighting against each other's alter-ego the whole time, and Selina/Catwoman rejecting Bruce at the end since she wouldn't be able to live with herself choosing such a fairy tale ending. Their duality is arguably a big part of why they're attracted to one another, but it's also why they just can't be together.
• Steam Never Dies: The Red Triangle Circus Gang ride a steam train through Gotham City, in keeping with the "mix-and-match" time frame of the Batman films and Tim Burton's films in general.
• Stepford Snarker: Selina Kyle.
• Stock Scream: The "Wilhelm Scream" can be heard during Batman's second encounter with the Red Triangle Gang. It happens right before the Strong Man is blown up.
• The Stoic: The Poodle Lady is always calm, even when facing Batman. She also speaks very monotonously.
• Storming the Castle: After turning the penguin army around, Batman locks onto Penguin's signal and traces it back to its origin, leading him to his base at Arctic World.
• Strapped to a Bomb: The penguin army, which is armed with high-grade missile launchers.
• Stripped to the Bone: Max Shreck gets killed after being electrocuted by Selina Kyle, and his skeleton still has eyes and hair to go with the screaming face that is left behind.
• Stripperiffic: Two of the Red Triangle Gang girls, the Knifethrower Dame and the Snake Woman, are seen in costumes that, while sexy, are extremely impractical for a city in the northeastern United States in late December. The Ice Princess wears a fur bodysuit, but that's not much help since the costume leaves bare her legs (which are covered by nylon stockings, but that's it), arms and shoulders; the script at one point describes her "shivering in her skimpy costume." At least Catwoman's suit, while also form-fitting, is all-covering.
• Surprisingly Realistic Outcome: Repairing the damaged Batmobile after the police chase. As Alfred lampshades, there's security to consider, and they can't exactly take it down to a body shop. Bruce ends up having to make repairs himself down in the Batcave. He's also barely able to begin the repairs when Penguin's endgame commences, forcing him to switch over to the Batskiboat for the final battle.
• Super Loser: Selina Kyle is the Butt-Monkey before her transformation into Catwoman. After that, the situation doesn't change; it actually gets worse. She's attracted to working with monsters (The Penguin) and ends up in love with another (Batman). She abandons Batman to get revenge on Shreck because she knows they will never be happy together.
• Suspiciously Specific Denial: At his business meeting with Max Shreck, Bruce Wayne makes an offhand comment about "everyone but the bandits...slacking off until New Year's." Max, who is actually stockpiling Gotham City's electrical power on the sly, blurts out, "Not sure I like the inference, Bruce." Bruce never intended to make an inference at all.
• Suspiciously Specific Tense: After Catwoman reveals to Max Shreck that Bruce Wayne, who is "dressed up like Batman," actually is Batman, Shreck says "Was," and tries to kill him.
• Take Me Instead: Max Shreck asks the Penguin, who has just crashed his fancy ball, to take him instead of his son, convincing him that he hates him more than anyone else. The Penguin agrees, after some deliberation.
  The Penguin: I've personally come for Gotham's favorite son, Mr. Chip Shreck! You're coming with me, you great white dope — to die, way down in the sewer!
  Max Shreck: Not Chip, please. If you have one iota of human feeling, take me instead.
  The Penguin: I don't. So no.
  Max Shreck: Please, ask yourself...isn't it Max Shreck who manipulated and betrayed you? Isn't it Max...not Chip...whom you want to see immersed to his eyeballs in raw sewage?
  The Penguin: OK, you've got a point. I'll let the little prince live for now. In the Duck!
• "Take That!" Kiss: Catwoman's "kiss" to Batman under the mistletoe. She pins him down and briefly flirts with him, and then after saying how a kiss can be deadly "if you mean it," she gives him a long lick. She then briefly taunts him over how everyone he tries to save ends up dead and he should consider retiring.
• Taking You with Me: Catwoman does this to Max Shreck by kissing him after grabbing a live electric wire. Still played straight even though she survives; it still kills her (maybe), she just has one life left.
• The Teaser: The birth of Oswald Cobblepot, and his parents' attempt to dispose of him.
• Temporary Substitute: Max Schreck's role was clearly meant for Harvey Dent with Billy Dee Williams returning. The explosion at the end was meant to turn him into Two-Face, which would have set up the next film.
• Tempting Fate: "I wish I could hand out world peace and unconditional love wrapped up in a big bow."
• Tension-Cutting Laughter: Found at the beginning of the film. Max Shreck, a villain, and Selina Kyle, his secretary, break out in this after Max makes like he's going to choke her to death. After the laughter subsides, he pushes her out of a 45th floor window with vicious and surprising suddenness.
• Terrorists Without a Cause: Subverted in the case of the Red Triangle Gang. On the surface, they appear to fit this trope due to the observation that their acts of arson, vandalism, and the bullying of innocent citizens don't appear to serve an ultimate purpose; they don't even garner any loot from their crimes even though they're living in near-poverty. However, all this hedonistic violence does accomplish something in that it humiliates Gotham City's mayor, making him appear to be soft on crime and providing a justification for the Penguin to run against him for office.
• That Man Is Dead: After he's exposed as a fraud by Batman, The Penguin renounces his birthname and his humanity.
  Penguin: My name is not Oswald! It's Penguin! I am not a human being! I am an animal! Cold blooded! Crank the AC!
• Thematic Sequel Logo Change: Returns changes the yellow of the symbol to white, representing how it is set during winter and its subdued color palette with contrasting white and black.
• There Are No Police: Well, there are, but in this movie they seem to exist only to turn on the bat signal. The police also give chase to Batman after he's framed and The Penguin after he shoots into a crowd after a failed speech, but they don't get close to catching either one of them.
• Third Act Stupidity:
  • When Max Shreck sees Batman unmasked, he says, "Bruce Wayne? Why are you dressed up as Batman?" Selina quickly points out that Shreck is a moron. He also gives Selina another excuse to kill him after he apparently shoots Batman in front of her. Batman has his armor on and Max is unfortunate enough to miss his exposed head.
  • Batman himself for unmasking in front of Shreck. True, he's trying to get through to Selina in the hope of making her snap out of her Catwoman persona, and his own emotions may have been rattled by her plight, but it's still a dumb thing to do in front of the villain, even if Shreck dies almost immediately after.
• Thou Shalt Not Kill: Averted, to an even greater extent than the previous film.
• Too Dumb to Live: The Ice Princess, following a kidnapping by The Penguin, is left on the ledge of a very high building by Catwoman. Shortly after Batman finds her, The Penguin shows up with an umbrella full of bats which send her over the ledge to her death, framing Batman. This would be an understandable failed hostage rescue attempt if not for the fact that Catwoman leaves Ice Princess with no restraints; she isn't bound or gagged, locked in a cell, or strapped to a table or bomb or anything. Her death could have been averted entirely if she had the mere intelligence to just leave the scene, let alone stay away from the edge of the building in the first place. The kidnapping itself is pulled off because The Penguin somehow convinces her that he's scouting for talent. Even for someone already highlighted as a ditz with her confusion between the lights and the button, that is far beyond being the dimmest bulb in the box.
• Trick Arrow: The movie has Batman use a programmable Batarang to knock out a large group of Mooks
• Trojan Horse: The Penguin sneaks his gang into the city square by means of this tactic, with a giant Christmas present.
• Troubling Unchildlike Behavior: The Cobblepots hardly like having a deformed son in the first place, but it's not until Oswald drags the family cat into his "crib" and implicitly kills it with his bare hands — at the age of somewhere between one and three years old — that they throw him into the river to drown and/or freeze.
• Twisted Christmas: For Batman, Catwoman, and the Penguin. In fact, the Penguin is abandoned by his parents upon his birthday, which is Christmas.
• Uncanny Valley: Shreck comes across as a deliberate version of this - he is always quietly sedate, even when he's been kidnapped by a deformed man-beast and dragged into a sewer, and shows a disturbing lack of empathy. Overall it makes him come across as inhuman, almost vampiric, contrasting with the more bizarre looking yet significantly more human leads. It also makes his rare outbursts of anger much more jolting or even terrifying than they would be otherwise.
• Under the Mistletoe: Which leads to an Ironic Echo:
  Batman (later Selina): Mistletoe can be deadly if you eat it.
  Catwoman (later Bruce): But a kiss can be even deadlier, if you mean it.
• Unholy Matrimony: Zig-zagged. The Penguin tries to make this happen by making more than one advance towards Catwoman, but she has no physical interest in him whatsoever. When she turns down his marriage proposal, he angrily ends the partnership and tries to kill her.
• Uninvited to the Party: The Penguin crashes the Max-squerade Ball late in the film in spectacular fashion, not having been invited due to being exposed for the villain that he was. He proceeds to try to take Chip Shreck, Max Shreck's son, only for Max to volunteer in Chip's place.
• Unresolved Sexual Tension: TONS of it between Batman/Bruce & Catwoman/Selina, what with the way Catwoman keeps sexually manipulating Batman (and it's obvious at one point that he IS into this, but obviously can't act on it since she's his opponent), and, while the relationship between Bruce and Selina fares better, the tension between remains unresolved for various reasons.
• Vehicular Sabotage: At one point The Penguin manages to install a remote control in the Batmobile and take control of it.
• Villainous Breakdown: Penguin has a multi-tiered one after the fallout of his campaign. First, he renounces his humanity and tries to kill all of Gotham's first-born sons. After Batman sends him a letter letting him know the children have been saved, he freaks out again and decides to blow Gotham square sky high with rocket-launching penguins. When Batman and Alfred jam the signal and his goons abandon him, he freaks out again and goes out to face Batman in the Duckmobile. He then uses the penguins to bomb his own base in the slim hope that he'll kill Batman along with himself. Special mention also goes to the one he has after Batman regains control of the Batmobile from him; he throws a fit more suited to a toddler than a man.
• Villain with Good Publicity: Max Shreck is an excellent example of this trope, so much so that he is forced by The Penguin to shape him into this as well. It works quite well for a while.
  Penguin: We're both perceived as monsters. But somehow, you're a well-respected monster. And I am...to date...not.
• Was Just Leaving: Zigzagged when Bruce Wayne is meeting with Max Shreck to discuss the power-plant proposal. It isn't too long before their discussion of the controversy turns personal, and then nasty: Max bragging that he's more powerful than even Gotham City's current mayor, let alone an Upper-Class Twit like Bruce, and Bruce retorting that that's only because Max has the Penguin and the Red Triangle Circus Gang secretly helping him. Max responds to this (true) accusation by calling it "mudslinging" and vowing that "if my assistant were here", he'd have her throw Bruce out at once. At that very moment, Selina Kyle actually does show up, and declares that she'd be happy to take Bruce anywhere. Already unnerved by Bruce's suspicions, and absolutely shocked that Selina is still alive (he had tried to kill her the night before), Max gets rid of both his problems simultaneously by ordering Selina to show Bruce the door.
• Weaponized Exhaust: During the opening battle with the Red Triangle gang, Batman uses the Batmobile's jet engine to put the heat on the Fire Breather.
• We Have Reserves: Averted. After Batman kills or knocks out dozens of the Red Triangle Circus throughout the movie, at the finale it's just the Poodle Lady, the Thin Clown, and a couple of acrobats who understandably don't fancy their chances and flee from Batman.
• Western Terrorists: The Red Triangle thugs fit this description reasonably well, being a Type I example (or, given their name, perhaps a Type VI example). One of them is even a suicide bomber!
• What Happened to the Mouse?:
  • Was Chip ever brought to justice for his complicity in his father's crimes?
  • The fates of Josh and Jen, Max Shreck's two public-relations people, are unknown. They are introduced in the campaign office scene as if they are going to turn out to be semi-important characters but then disappear from the movie after that and are never even referred to again. In the zanier first draft of the movie, we do learn what eventually becomes of these two campaign workers (whose names are "Punch" and "Judy" rather than "Josh" and "Jen"), and it isn't pretty.
  • The remaining Red Triangle Gang members (including the Poodle Lady) beat a hasty retreat when it looks like Batman will drive the Batskiboat into the Arctic World complex. Their ultimate fate is left unknown, and it isn't clear if any/all of them escape before the Old Zoo is destroyed by the Penguin Commandos' barrage of missiles. In the Novelization of Batman Forever, it's implied that most, if not all, of the remaining gang were arrested thanks to Batman and Harvey Dent's combined efforts.
  • Though Catwoman is seen alive and well at the end of the film (looking out at the bat signal), she doesn't appear in the following film, and her whereabouts are left unknown. Though various ways of continuing the character were explored (Burton reportedly planned for her to play in the third film he would have directed, and there were also plans to have her in her own spin-off film with Pfeiffer reprising the role, but that project became the ill-fated Catwoman film starring Halle Berry), these plans never came to fruition.
• What Measure Is a Mook?: Batman manages to restrain himself from directly killing Penguin (he leaves him to suffer a Disney Villain Death) but has no qualms about executing various Red Triangle Gang members in creatively brutal ways.
• Where Does He Get All Those Wonderful Toys?: Y'know, wait, where does Penguin get the thousand-plus penguin-scale explosive rockets and penguin mind control gear for his final assault on Gotham, or all the electronics for hijacking the Batmobile, for that matter?
• While Rome Burns: A few instances:
  • When the Red Triangle gang is doing their initial rage of terror, Batman is quite calm walking through the carnage, as are some of the people in the background.
  • As his Red Triangle Gang riots in the streets mere blocks away, Gotham City mayoral candidate Oswald Cobblepot (a.k.a. the Penguin) goes for a stroll in Gotham Plaza. Batman eventually makes his way to the plaza and demands to know what Oswald is up to. "Touring the riot scene. Gravely assessing the devastation," Oswald replies with mock seriousness.
  • Batman trying to appeal to Catwoman to put down the taser at the end of the film has this effect, considering that radioactive waste is spewing all around the sewer, mayhem is going on outside, and the Penguin is about to croak.
• Whip of Dominance: Catwoman's weapon of choice is a whip, and she is shown to be quite proficient in its use a few times, often in a kinky manner. Not only she has a sensual and domineering attitude but her outfit in the film is a skintight bodysuit held together with white stitching that is meant to make her look like a Dominatrix.
• Wicked Cultured: The Penguin is an aversion, in a departure of his comics characterization at the time: he's portrayed as the grotesquely deformed scion of a wealthy family who dumped him in the river and left him for dead when he was still a baby. Although obviously intelligent and certainly no stranger to fine clothes, this version of the Penguin is quite vulgar, with thuggish manners and distasteful sexual appetites. The character is also portrayed in this manner in the Batman: Arkham City video game. He clearly thinks that he's Wicked Cultured, though.
• Wicked Pretentious: The Penguin is born deformed and violent, and his parents quietly dispose of him. Growing up as a carnival freak, he returns to Gotham but doesn't fit in among the upper crust because of his atrocious manners.
• Wolf Whistle: The Ice Princess elicits such a whistle when she disrobes immediately before lighting the tree.
• Wolverine Claws: Kind of. The Catwoman sports makeshift claws made from sewing implements. They are very long and quite painful.
• Woobie, Destroyer of Worlds: Really, you can't blame Oswald "The Penguin" Cobblepot for becoming the way he is today. Disfigured since birth, his aristocratic parents try to leave him for dead in the winter sewers. He's found by a traveling circus and raised in the freak show. While the public views him with sympathy, he has become a warped sociopath, plotting to kill all the first born sons of Gotham City. When Batman foils him, he straps rockets to his hundreds of pet penguins, intending to use them in a suicide bombing to kill all of Gotham, which, as the only setting we see, is extremely omnicidal in context. Yet, you still can't help but pity him at his death.
• World of Snark: In a film as nihilistic as this one, this should come as no surprise. While the Penguin, Selena Kyle, and Alfred lead the pack in pure snarkiness, nearly every character from the Mayor on down has a snark moment (except Commissioner Gordon, who has maybe five short lines of dialogue in this outing). It's telling that the (ironically named) Ice Princess, the only character integral to the plot who does not behave this way, is also the only non-villainous character who gets killed. Contrast this with the 1989 predecessor film, where, while the Joker's dialogue is snark-a-minute, Vicki Vale radiates optimistic sincerity to a downright adorable degree (except toward the end), and Bruce Wayne himself is more emotional and personable than the stone-faced smartass he becomes in Returns.
• Would Hit a Girl: The brutal kidnapping of the Ice Princess. The Penguin barges into her tent just as the girl has finished applying her makeup and manages to convince her that he is really a talent scout. Then, pretending to prepare to take the faux monarch's picture, he urges her to say "Cheese!" and then throws a stolen Batarang at her face so hard that it knocks her unconscious and causes her to bleed. (We don't actually see the blood, but we do see Commissioner Gordon appearing on the news and holding up the stolen Batarang, which he says had the girl's blood on it when the police found it.)
• Wouldn't Hit a Girl: Subverted when Batman targets the Poodle Lady on his batarang. Her poodle catches it and they both remove themselves from the fray. Catwoman uses this trope against Batman to get the drop on him. Batman quickly adapts and tells her to "eat floor" by their second encounter.
• Would Hurt a Child:
  • The Penguin's master plan is to murder all of the first-born children of Gotham city, and it's subtly implied (when Batman researches the Red Triangle Gang's past) that he would abduct and murder children even during his days as part of the circus freakshow.
  • The Cobblepots, Penguin's parents, qualify for this trope: they throw their infant son into a river on Christmas, hoping he'd drown, freeze, or otherwise vanish from their lives. Yes, he'd just killed the family cat, but even so...
• Wounded Gazelle Gambit:
  Catwoman: How could you? I'm a woman!
  Batman: I'm sorry, I...
  (POW!)
  Catwoman: As I was saying, I'm a woman and can't be taken for granted. Life's a bitch, now so am I!
• Wrench Wench: As the Batmobile sabotage scene proves, the Red Triangle Gang has three of them!
• You Said You Would Let Them Go: While The Penguin and Catwoman are partners in the plan to kidnap the Ice Princess, Oswald doesn' told her anything about actually killing her.
  Catwoman: You said you were going to scare the Ice Princess.
  The Penguin: She looked pretty scared to me!
• You Taste Delicious: While Batman is flat on his back and Catwoman is straddling his chest, she acts like she's going to kiss him but instead licks his chin and lips. Then again, it is a cat-style kiss.

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