If Batman smirks like this towards you, you know you're in trouble.
- "I believe the word you're looking for is 'AAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHH!!!'"
- Penguin using an umbrella with a spiral design on top:Max: What, is that supposed to hypnotize me?
Penguin: No, just give you a splitting headache.
Max: It's not working.
* BANG!*
Penguin: You big baby. Just blanks. - "HIYA MAX! REMEMBER ME? I'M FRED'S HAND!"
- Right before Shreck pushes Selina out the window, he advances on her...and then acts like he's joking, causing them to burst into Tension-Cutting Laughter. Only Christopher Walken could make this scene darkly hilarious.
- After Selina trashes her apartment, the "HELLO THERE" sign subsequently says "HELL HERE".
- Before that, when she arrives at her apartment, this non-sequitur dialogue.
Selina: "Honey, I'm home.....Oh that's right, I'm not married." - Schreck subtly freaking out after Selina returns to work after he pushed her out a window.
- Not to mention Bruce's smitten expression.
- When Shreck introduces Bruce to Selina. (He'd already met Selina as Batman, and saved her life.)Bruce: Yeah, we've met.Selina: Have we?Bruce: You know what? I mistook me for somebody else. Sorry.
- The look on Schreck's face after Selina finishes the account from her childhood with a flat and matter-of-fact "He's dead now."
- "I was their number-one son, and they treated me like number two."
- When Bruce is investigating the Penguin, Alfred gives this zinger:Alfred: Must you be the only lonely man-beast in town?
- As the make Penguin mayor operation starts to take form, Penguin is approached by some image consultants, including this joker (no pun intended)...Josh: Not a lot of reflective surfaces down in the sewer, huh?*Josh chuckles, followed by Penguin joining in rather hammily*Penguin: Still, it could be worse! My nose could be gushing blood.*They continue to share a laugh*Josh: Your nose could be... what do you mean by th—
- And then, right after that, Schreck turns to the room and says, "Let's MAKE a MAYOR!", giving the double V for Victory sign at the end of it.
- Earlier in that same scene, when Max announces the Penguin will be Gotham's new mayoral candidate, Penguin pulls Max aside and asks him a question that was probably on a lot of viewers' minds:The Penguin: Max, elections happened in November. Is this not late December?
Max Shreck: Don't worry about it. - Penguin decides that, if he's going to run for Mayor, he needs a platform. His first idea? "Stop global warming; start global cooling! Make the world a giant icebox!" Shreck immediately responds "I like it." It's hard to tell whether he actually liked Penguin's idea or he was just humoring him, and Christopher Walken's voice and facial expression mean either one is possible.
- One of the reasons Schreck (played by Christopher Walken, mind you) gives to Cobblepot as to why he should run for mayor is "unlimited poontang." Cue a cartoonish "ding" noise followed by Cobblepot readily agreeing to go along with Schreck's plan.
- Shortly after that, with the mayoral campaign in full swing, Penguin gets the opportunity to pin an "Oswald for Mayor" button on the chest of a starry-eyed, buxom Copplepot supporter; Penguin looks like he needs a cold shower afterwards. "I could really get into this mayor stuff! It's about reaching out to people! Touching people! Groping people!"
Buxom Supporter: You're the coolest role model a young person could have!
Penguin: And you're the hottest young person a role model could have! - Batman knocks out some goons with a guided Batarang - which is caught by the poodle lady's dog. This prompts an "Okay, wasn't expecting that" reaction.
- When Selina trashes one of Shreck's stores during her initial rampage, two security guards make an abysmal attempt at stopping her...Catwoman: You poor guys. Always confuse your pistols with your privates [knocks the guns out of their hands with her whip]Security Guard: Don't hurt us, lady! Our take-home is only $300!"Catwoman: You're overpaid. Hit the road.
- While vandalizing, and ultimately blowing up, a department store owned by Max Shreck, Catwoman takes some time out from her mischief to girlishly "skip rope" with her bullwhip.
- Later, Catwoman interrupts a confrontation between Batman and Penguin by back-flipping out of a department store. Everyone shares a tense, quiet look. Then:
Catwoman: Meow.Department Store: *BOOM*- "I saw her first! Gotta fly!"
- Was more of a puzzled look by both Batman and the Penguin.
- Batman doing a quick Offhand Backhand to Wilhelm the Clown, who then does the trademark scream as Batman tosses him aside.
- Immediately afterward, he comes upon a Red Triangle strongman (played by Rick "Bull Hurley" Zumwalt) who laughs off his strikes, but Batman subverts Punch! Punch! Punch! Uh Oh... by simply stuffing a bomb down the big lug's pants. The guy's epic Oh, Crap! face is one for the ages.
- The battle between Catwoman and Batman.Catwoman: [on the ground] How could you? I'm a woman.Batman: I'm sorry, I-I...Catwoman: [kicks him in the stomach, knocks him off the building and holds him dangling by her whip] As I was saying, I'm a woman and can't be taken for granted. Life's a bitch, now so am I.
- Later, they meet again:
Catwoman: Somebody say "fish"? I haven't been fed the entire day!Batman: Eat floor! [knocks her to the ground] High fiber. - "Saved by kitty litter"
- The first meeting between Catwoman and Penguin has the latter wondering what they have in common before concluding that it must be (but of course) "naked, sexual charisma". Bonus points for Catwoman being nonplussed the whole time.Catwoman: Batman napalmed my arm, he knocked me off a building just when I was starting to feel good about myself. I wanna play an integral part in his degradation.
- The Ice Princess mentally struggling to comprehend the invention of the light switch:Ice Princess: The tree lights up and I press the button...No, no, wait, wait...(Checks notes)Ice Princess: I press the button and then the tree lights up...I press the button and then the tree lights up...
- And then failing to recognise who Penguin is:
Ice Princess: Who are you?Penguin: Talent scout.Ice Princess: Come in! You know, I don't just light trees. I'm an actress as well.- And to top it off, mistaking a Batarang for a camera:
Ice Princess: What is that thing? A camera or something?Penguin: Say 'cheese'!(Ice Princess stands up and poses)Ice Princess: Cheese! - When Bruce has to depart to go save the Ice Princess, he talks to Alfred on what to say to Selina. At first, he thought of an excuse that he had to do a business deal, but realizes that wouldn't work.Bruce: Tell her there's a big business deal that came up... No, you know what? Let her know, not in some kind of dumb, be-my-girlfriend kind of way.
- In a bit of black comedy, Bruce's excuse that he makes to Selina during the dance was that he was at a business meeting where a deal "fell through". Replace "deal" with Ice Princess and that's pretty much what happened.
- Shortly afterwards, when Selina is in turn trying to explain to Alfred that her leaving abruptly is not a sign of rejection towards Bruce, she stumbles over what she wants him to relay to Bruce and instead asks Alfred if he could come up with a sonnet or a dirty limerick on her behalf. Without missing a beat, Alfred kindly responds with an amused smile that "one just came to mind".
- When Catwoman confronts Batman after the Ice Princess' death, she has him pinned down and is just casually flirting with him. The two realize they are right under some mistletoe, so Catwoman slowly leans down toward Batman, but instead of a regular kiss she gives him a big lick from his chin to his nose. Then as she slowly starts to get off him she suddenly comes back into view and grabs him, attempting to stab him again, only for Batman to easily overpower her and knock her aside. As Batman prepares to glide away Catwoman looks at her hand and sees she has broken a finger nail, muttering a small "damn" right before Batman leaves.
- The whole "hijacked Batmobile" scene in general can be quite hilarious. Come on, the Penguin's controlling it by way of "driving" a mini-Batmobile, like the kind of back-and-forth kiddie ride you'd see in arcades.
- Especially once the Penguin starts violently shaking the thing backwards and forwards like an infuriated child. This in turn causes the van to start rocking around; to people seeing it on the street, it looks like the Penguin's having a real good time in there with someone...
- The Bat Emblem-shaped steering wheel is icing on the cake.
- Penguin screaming because he lost control of the Batmobile, then Batman breaks the screen.
- After Batman gets control of the Batmobile back from the Penguin, the car is heading toward a narrow alley. Trying to get away from the cops pursuing him, Batman taps the button to change the 'Mobile into the Bat-Missile. Nothing happens; "That's funny." He taps it again a few times, to no avail, and the alley getting closer; "Okay, now I'm a little worried!" Finally he PUNCHES all of the buttons, which does the job at the last minute.
- And after Penguin's hijacked-Batmobile plan fails...
- When Alfred mentions the difficulty in getting the Batmobile repaired while still maintaining discretion for Bruce’s alter ego, Bruce takes it as an opportunity to go on a mini-rant about Alfred letting Vicki Vale into the Batcave in the previous movie.
- When Penguin gets subjected to Engineered Public Confession later:Penguin: [being pelted with fruits and vegetables] Why is there always someone who brings eggs and tomatoes to a speech?!
- During said confession, we have DJ Bruce Wayne "scratching" the CD containing Penguin's rants.
- An orchestrated version of "Super Freak" is played during the first half of the party scene. It was supposed to be "U Can't Touch This", but Rick James sued MC Hammer for copyright infringement (the suit was settled out of court, however, when Hammer agreed to credit James as co-composer, effectively cutting James in on the millions of dollars the record was earning).
- A nice little moment with Bruce and Selina as they're dancing at the party:Bruce: So, no hard feelings, I hope?Selina [gasping as she leans into Bruce]: Actually... semi-hard, I'd say.
- In that same scene, Selina tells Bruce the reason she came is to see Max. He then assumes that they are dating, only for Selina to laugh out loud before she pulls out a gun. Right before Selina pulls Bruce in, you can see Bruce give an appropriate response.
- Come to that — a rare expression of complete surprise and actual fear that flashes across Bruce's face when Selina is hilarious in itself. Michael Keaton is really selling it.
- Before that, while dancing, Selina brazenly asks if Bruce wants to make use of the California King over in the bedding section of Max's department store. Girl is really putting him through the whirlwind of emotions here.
- Penguin's arrival at Max's party.Penguin: Right now, my troops are fanning out across town, for your children! Yes, for your first-born sons! The ones you left helpless, at home, so you could dress up like jerks, get juiced, and dance... badly.
- With the emphasis put on that last word, it's almost Arson, Murder, and Jaywalking.
- As Shreck was being taken, he tries to pet a penguin, only for it to squawk at him.
- A very subtle one occurs in the climax. After Batman narrowly dodges some torpedoes, he glances back with a look on his face that says "Did I seriously almost get killed by missile-launching penguins?"
- During the final struggle, Penguin comes up with an... interesting theory considering the source of Batman's issues. The really funny part is that Batman doesn't even object.Penguin: You're just jealous because I'm a genuine freak and you have to wear a mask!Batman: You might be right.
- Max Shreck coaxing a monkey to bring him the key to his cage. That's not the funny part. The funny part is when Max actually grabs the key, and the monkey looks genuinely surprised at what just transpired.
- Shreck pleading for his life before Catwoman's wrath.Shreck: I don't know what you want, but I know I can get it for you, with a minimum of fuss.[Catwoman's whip cracks]Shreck: Money... jewels... a very big ball of string.
- In the middle of the intense climax, this moment occurs:Schreck: Selina? Selina Kyle! You're fired. [to unmasked Batman] And Bruce Wayne... Why are you dressed up like Batman?
Catwoman: Because he is Batman, you moron.- Followed by Schreck's Deadpan reply, "Was." as he aims his gun and shoots Batman.
- During the same scene: Schreck staring at his gun in utter disbelief after his fourth bullet fails to kill Selina.
