With all the sequel's changes, the one element that remains largely the same is Batman himself - still the stoic, silent type, as Keaton insisted on keeping his character methodically aloof. ''Michael had a very shrewd grasp on the Batman character,'' says Waters. ''He's the only actor who can look at a scene and say there's too much. And since he didn't want Batman talking very much it made the character very difficult to write. There came a point when we figured we needed more. But the problem is that, since the guy is so implosive and keeps to himself, when he does talk, he gets to the point so fast that there's no real ornamentation to his character.''

A character who once again didn't make the roster was the elusive Dick Grayson, despite then-studio head Mark Canton's instistence on including him. ''We always saw him as problematic,'' comments Burton, ''even when Sam and I were trying to fit him into the first one. He's practically in a no-win situation, since Batman isn't psychologically integrated enough to surround himself with other people like Robin.''

A more critical Waters says, ''We never liked him in the comics or the TV series, and he certainly didn't fit in with our Batman, who's definitely a brooding loner.'' Burton concurs: ''It's funny, but there's a lot of people who don't like Robin. I've heard it from people who are into the TV show; and even some people who are into the comics don't like the character either.''

In drafts written closer to the start of production, Robin was a garage mechanic who assists Batman in retaking the Batmobile after the Penguin hijacks the vehicle for his wild ride through Gotham. ''It was probably the way to go,'' says Waters. ''We even wrote him as tough and cynical, certainly not like the Dick Grayson of the comics; but as the film went into production, there were just too many characters. It got to be absurd.''