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While the script went through development, Burton and DiNovi assembled a crew, mostly of alumni from earlier Burton films, including director of Photography Stefan Szapsky, Chuck Gaspar, and composer Danny Elfman. Those first to be brought on board were production designer Bo Welch and art directors Rick Heinrichs and Tom Duffield, who labored on Gotham's decadent surroundings for over a year.

Welch was faced with modifying the late Anton Furst's darkly vibrant designs for the first film. ''I don't feel we were chained to the first movie,'' he says. ''We basically worked within the same parameters: that Gotham is a dark caricature of a city. But our approach was a little more loose and fun. The first one to me was very nostalgic; ours was more fascist. That's why we blankened everything in snow: it radically changes the environment by giving things a stronger black and white contrast.''

According to Heinrichs, who describes the new Gotham as Nazi architect ''Albert Speer with a little Dr. Suess thrown in,'' the approach reflects the expressionist influence that has surfaced in various Burton-Heinrichs collaborations dating back to their 1982 black-and-white short, VINCENT. ''German Expressionism has always been a great way of using light and shadow to make a visual statement. To a degree, we drained some of the colors in this movie to give the city a muted, more oppressive and claustrophobic quality. It's a way of visually adding subtlety.''

Borrowing from sources like the Rockefeller Center and the neo-fascist World's Fair, Welch and the art directors concocted a phantasmagoric conglomerate of colorful decadence. ''We wanted Gotham to represent the old American city - rotted, corrupt, and full of character and life,'' he explains. ''There had to be the juxtaposition of old and new, and decay and fascism, like in Gotham Plaza where you have these poor citizens trying to celebrate Christmas with this beautiful 40-foot tree stuck in the middle of the dreariest, most imposing buildings we could fit on the sound stage.''