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Gotham City… The Past. The darkness amplifies the chill of the falling snow. A shrill scream pierces the cold as we look upon the Cobblepot household. The Parents, horrified by their disfigured child's appearance and behavior threw him and his carriage into the Gotham River. The carriage floated down the storm drain and ended up in Artic World, part of the old Gotham Zoo. There, it was carried off into the darkness by huge emperor penguins...

33 years later...

Christmas is approaching in Gotham City. But repeated sightings of a strange penguin creature have been nagging the metropolis of late. Max Shreck is addressing the crowd in Gotham Plaza saying that he would like to offer as a Christmas present ''love peace and unconditional love wrapped in a box'', completely unaware of a huge red gift box that is slowly moving towards the crowd. The box bursts open and weird members of the Red Triangle Circus Gang career through the terrified masses… the batsignal shines and Batman Returns…

Yes, Batman Returns' story was much more weird and wicked compared to the original film (not to mention Shumacher's subsequent sequels). But it went a long way to reach this form.

Sam Hamm, the one responsible for the script of the original film was contracted to write a sequel. The result was a more frenetic extension of the first film, pitting Batman against art thief Selina Kyle and the oddly named Mr. Bodiface (aka the Penguin), a finicky ultra-rich bird trainer. Hamm furthered the relationship between Bruce Wayne and Vicky Vale, even having the two engaged in the finale.

As in his first script, Hamm attempted to introduce Dick Grayson (aka Robin) in the form of an acrobatic street kid dressed in red and green who embarks on a crime-fighting spree of his own. The dynamic duo pair up when the costumed boy saves Batman from being tossed off a 12-storey building by the Catwoman.

Though true to the first film, retreading familiar Batman territory proved to be a negative for the director. ''It was unfortunate,'' recalls Burton, ''because Sam took a crack at it during the time when I was very sceptical. I told myself I'd keep a little distance and try to respond to the script as freshly as possible. Unfortunately, reading it made me think I was wrong in doing a sequel, which was nothing against Sam. In fact , it was probably a good script. It was just too close, too soon.''

Next to don the writer's cape was Daniel Waters, who had scripted HEATHERS, a comically subversive tale of death and teen angst produced by Di Novi. Waters, who had met Burton once before to pitch ideas on a proposed BEETLEJUICE sequel, was in Italy at the time grudgingly doing on-set rewrites on Warners' ill-fated HUDSON HAWK.

After another meeting, it became apparent that Waters' offbeat style and wicked sense of humour was perfect for the material, which in turn sparked the director's attention. ''Dan re-energized it for me, in a way,'' Burton comments. ''He was the one who started me thinking that maybe these characters could give it a new and different kind of energy.''

Though not a follower of the comics or the TV series, Waters took in as much of the Batman mythology as he could in a short time-span. He credits Frank Miller's graphic novel The Dark Knight Returns with leaving the deepest impression. ''I think it's one of the best things done in any medium in the last five years. In fact, I was one of those naïve people who thought 'Why not just make a movie out of Miller's version?' Then you realize that no studio is going to spend $60 million on a movie where five hundred people get killed on The David Letterman Show.''

For Waters, the main draw in scripting Batman Returns was Catwoman. ''You can tell from HEATHERS that I've always had a great interest in female psychology. Catwoman was a perfect way to tap into themes of female rage and explode them into this mythical character. Plus, I knew I could get away with more since we were working on a much larger canvas, certainly more than if we were making a movie about 'normal' people.''

During script meetings, Waters found himself jousting with Burton over the director's instistence on keeping the two movies separate. ''He was obsessed with the thought that this had to be an entirely different film. Whenever I'd make an occasional reference to the Joker or Vicky Vale, I'd have to fight with him to get it in. I remember, when we were trying to come up with titles, Tim suggested that we call it BATMAN again. He literally wanted to redefine the meaning of the title.''

When writing the script, Waters was well aware that Danny DeVito was the likeliest candidate to play the Penguin. ''It actually hurt, in that I made that common mistake of thinking 'Well, what would Danny DeVito say?' It was funny talking to Danny after he read my first draft because, if he was going to do BATMAN, the last thing he wanted was another 'Throw ruthless people from the Train' kind of thing. He really wanted to get wild, which I think inspired Tim a lot.''

After several drafts were completed, Wesley Strick (ARACHNOPHOBIA) was hired to polish the script. Waters reflects, ''My script was written a little on the operatic side in terms of dialogue: everybody speaks a little over the top. Wesley had to normalize' some of the dialogue. Maybe it was HUDSON HAWK that scared them.'' He jokes.

He also adds, ''I'm definitely from the school where I tried to have psychology everywhere. I made a lot of the characters more reflective and cynical than Tim wanted, especially the Bruce Wayne/ Batman character. I originally wrote him as a burnt-out superhero who would complain that 'Gotham City probably deserves the Penguin.' Tim and Michael [Keaton] rightfully felt that he shouldn't be so self-aware. They thougt of him as a wounded soul who was still dealing with his own psyche and probably wouldn’t be able to formulate those kinds of opinions yet. So with Wesley they wanted someone who could fo in and turn a lot of my text into subtext, which is admittedly where it belongs. I don't think anybody wants to hear Batman about how he's 'the light and the dark.' Let Pauline Kael tell us that.''

A certain wistful sadness permeates the look of the film, reflecting the characters' damaged psyches. Even the repugnant Penguin receives his share of pathos, as when he enters a cemetery, searching for the names of the parents who abandoned him as a baby.

Coupled with the dialogue adjustments, Strick found himself giving the Penguin a more cohesive master plan than his atypical, Joker-like need to destroy Gotham City. ''When I read the script over a few times, I started to get associations that were slightly biblical,'' he recalls. ''There were litle hints and clues and images that already suggested there was a Moses thing going on with the Penguin being thrown into the sewer by his well-to-do parents. So even though he was born evil and malignant, in his mind he was denied his birthright, his position in the world and in Gotham City. The idea of having him singlehandedly bring this Old Testament plague on all the first born sons of Gotham City was just a logical fulfillment of what had already been established in earlier drafts. There's a reason why this type of thing retains its power over three or four millenia: it works every time.''

On the lighter side, Strick admits to initially being drawn to Waters' sly interplay between bat and cat. ''This script gave the story an added dimension I didn't find in the first movie.

It's much more rounded with the whole subplot approaching issues of sex and desire and love and romance in ways that the first movie didn't get into at all. I really liked the whole Batman-Catwoman and Bruce-Selina story, which reminded me of Elizabethian plays and even the later Shakespearean comedies, like Twelfth Night or A Midsummer Night's Dream, with people falling in and out of love with others in costume. They were all about romance and deception and disguise and had moments of high and low comedy. I think the comedy of Bruce and Selina trying to get together is sweet and emotional but of course ultimately very sad.''

The masked duo's predicament bears a curious resemblance to other Strick scripts, namely Cape Fear and Final Analysis, where the romantic aspects get mutated into darker territory. ''I'll agree that there is a notion that romance and eros leads to misery and death, but there's also poigancy to this story that rescues it from being completelly nihilistic. I wanted to engage the audience emotionally and have them be moved by the belief that even a failed attempt at romance is better than none at all.''

In the end, Sam Hamm received co-story credit alongside Waters, mainly because it was his draft that introduced Penguin and Catwoman as the main villains. Strick's credit in turn fell by the wayside after a Writers Guild arbitration opted to give Waters solo writing credit.''

Filming began under a well-cloaked shroud of secrecy in Sptember 1990. Though scheduled to wrap in December 1991, production ran through to late February 1992 with Hollywood gossip mongers touting a bloated budget of $80 to $90 million, and that's before the marketing costs. Warner spokespeople quote a more realistic figure of $50-$55 million.