There are basically two reasons why the Dark Knight looks so different in Batman Forever than he did in the two previous motion pictures. One, of course, is that he's played by Val Kilmer. The other is that Bob Ringwood re-designed his armor-like Batsuit yet again. Although Ringwood worked on all three Batman movies, the Batsuit hasn't been the same in any two of the three films.

As with Batman Returns, the enormity of the task facing Ringwood created the need for him to join with a second costume designer, splitting the character costumes between them. On Batman Forever, the British-born Ringwood teamed with the Australian-born Ingrid Ferrin, who had just worked with director Schumacher on The Client.

Generally speaking, Ringwood designed costumes for the more outlandishly dressed characters (Batman, Robin, Two-Face, the Riddler, Two-Face's thugs, the alley street gang), while Ferrin concentrated on the less extreme togs donned by Bruce Wayne, Dick Grayson and Dr. Chase Meridian... although she did express high-fashion flair by overseeing the slinky gowns worn by Sugar and the provocative leather sported by Spice.

The new Bat-Suits for Batman Forever:

In Batman Forever, the Dark Knight begins the film in his "traditional suit and for the finale, he dons a new, super-stylized, sonar-equipped, "high-tech" suit for the first time ever. This evolution required Ringwood not only to design a revised "basic" Batsuit but that model's next generation offspring as well.

The creation, fabrication and implementation of the Batsuit is a rigorous, painstaking process that involves the work of designers, costumers, sculptors, foamers, molders and even a "Batsuit Wrangler" who handles every aspect of these durable but delicate costumes on set.

''I think we were the benefactors of all the pioneering work done on the previous two films,'' Schumacher maintains. Costume designer ''Bob Ringwood, who did the first two films, engineered those suits, and we got the benefit of all of that trial-and-error research. However awkward those suits were, they were the state-of-the-art at that time. If we had been starting from scratch, we would have been stuck with the same problem.''

For the traditional suit, Ringwood synthesized the sculpted exaggerated musculature of the Batsuit from Batman and the more streamlined, abstract version from Batman Returns. "We stylized all the muscles, and kept the suit more anatomical," says the designer.

Improving the suit was part of the director's plan of improving the action elements, the area that most revealed Tim Burton and Michael Keaton's shortcomings. ''The first thing I really wanted to do was streamline the suit,'' he explains. ''I wanted the suit to be very flexible and much closer to the body, giving Val and whatever stuntmen had to wear it a lot of agility. Val really worked hard on his body and martial arts. In fact, the first martial arts sequence you see in the movie, a bank job that Two-Face is trying to pull off, Val did almost if not all of everything you're seeing, the kicks and everything - in the suit and the cape, which weights 40 or 50 pounds (about 20 kg). The suit is much different. It's much more body concious, and also Val has a great body - he's tall and well-built, and it looks beautiful on him.''

Apart from a new (nippled…) version of the classic movie suit, Batman used for the climatic battle the ''sonar'' outfit. "For the high-tech suit, I was thinking of things like 1950s chrome grilles on cars. We tried to make it the logical next step of what Batman would wear in a new phase of his crime-fighting career." The sonar suit still remains true to the classic look, but at the same time it looks futuristic. It's not black but dark silver and ''anatomically-aware''. It has lenses in the eyes so Batman can aim very accurately and rocket fastened to the boots. A flashy design.

Just as the exact formula of the Batsuit is a mystery to all in Gotham but Batman and Alfred, the actual "recipe" of materials that make up the costumes is a carefully guarded secret. "It's just like baking a cake," says Batsuit Wrangler Dave Murch (a veteran of all three films) mischievously. But up to 40 duplicates of both the Batsuit and Robin's inaugural superhero suit were created for the production, which means that 120 "cakes" came out of the oven.

Robin's Costume:

Another big costuming improvement is the outfit for Robin. As portrayed in the film, the traditional, brightly colored garb is a vestige from the character's stint as one of the Flying Grayson's circus act. ''Well, I had to do something to justify that stupid costume!'' laughs Schumacher. ''Why should this guy be in screaming red and yellow next to a guy who's camouflaged in black? I'm a modest man, but our biggest triumph is redesigning the Robin suit - the credit belongs to Bob Ringwood. We kept the colors, but we darkened them. I took the liberty of assuming that Alfred (David Gough) made the batsuit, so why shouldn't he help Robin make a great suit? Also, not only do I not like the Robin suit aesthetically, but it makes no sense. It has no protection, whereas the Batsuit is a form of armor. So we did the Robin suit as a version of that, which would help with self-defence.''

Costume and Make-Up for Other Characters:

"For some reason, this feels like a bigger job than Batman Returns, says key makeup artist Ve Neill, who, as a veteran of that film, Mrs. Doubtfire, Beetlejuice, and Edward Scissorhands and a winner of three Oscars, is more than familiar with the demands of "big jobs."

Batman Forever required Neill and her colleague, key hair stylist Yolanda Toussieng (a two-time Oscar winner), to maintain five makeup artists on staff at all times, which would expand to larger crews depending on the scene shooting. For example, the Nygmatech party sequence required 12 hair stylists, 12 make up artists doing "beauty" makeup and six artists doing "thug" makeup. The Gotham Charity Circus scenes were even more demanding, requiring 23 makeup artists and nearly 20 hairstylists.

In addition to the rigorous day-to-day demands of styling such a massive cast, the characters of Two-Face and the Riddler needed elaborate and time-consuming attention on a daily basis.

The basic makeup for Tommy Lee Jones' Two-Face was designed by yet another triple Oscar winner, Rick Baker (An American Werewolf in London, Harry and the Hendersons, Ed Wood). Baker animated Two-Face's half-suave/half-psycho look on computer, and the design was then re-created with foam latex appliances, makeup and extravagant hair stylings by Neill and Toussieng.

"We worked very hard on the color of Two-Face's 'bad' side," explains Neill. "We had choices from the comic books, because Two-Face has had both a purple look and a green look. But since green is the color that dominates the Riddler's character, we went with the purple shades, which made Two-Face visually vibrant. We wanted Two-Face to be a comic-book rather than a grotesque horror-movie character."

Neill describes how, over the course of the shoot, the process of transforming Jones into Two-Face became a well-rehearsed choreography. "The first time we applied Two- Face's makeup to Tommy Lee, it took almost four hours, because we were still experimenting. We eventually refined the process to an hour and forty minutes for makeup and hair. All of the latex appliances were pre-painted, which helped us to make it as expedient as possible."

Although the Riddler's appearance may seem less excessive than Two-Face's, Neill insists his preparatory regimen was even more taxing. "Believe it or not," she says, "Jim Carrey's Riddler makeup was more difficult to do than Two-Face's. It had to be very pristine, very clean, perfect every time.

"Jim Carrey actually has four different looks in the film," Neill continues. "He starts out as Edward Nygma, kind of your quintessential science nerd with horn-rimmed glasses and stringy, shoulder-length auburn hair. He then segues, still as Nygma, into something of a debonair copy of Bruce Wayne. Then there are two looks for the Riddler, one early in the story and another later on after he's expanded his brain with his invention."

Neill goes on to describe some of the inspirations for the other characters' fashions and appearances. "Dick Grayson also undergoes quite a transformation from what we've been accustomed to in the comic book. Joel wanted him to have a kind of hip, gypsy look, so we had Chris O'Donnell grow his sideburns, and then we pointed them to give them a more modern, cool look. I also pierced Chris's ear to accentuate that gypsy/circus style... but he never complained!"

"As Chase Meridian," continues Neill, "Nicole Kidman looks gorgeous. Nicole, as everyone knows, has very beautiful curly hair in real life, so we created a long, straight wig for her so that Chase has a sultry, Veronica Lake-type look.

"For Sugar," says Neill, "we wanted Drew Barrymore to look like a cross between a kewpie doll and a Varga girl. She's very soft and cuddly and sweet and fluffy, and Drew looks incredible in the role. As for Spice, she's all the way at the other end of the spectrum, like a Varga girl gone mad. Whereas Sugar is all pale pink and glittery, Debi Mazar's Spice is dark, with shades of purple, hot pink, black and silver."

Neill and Toussieng also went to town on the no-fashion-holds-barred Gotham street gang wildly arrayed in day-glo facial and body makeup that battles Dick Grayson and Batman in black-lit, surrealistic alleyway. "We studied photos of tribal body makeup and tattoos for our inspiration," says Neill, "and then Yolanda and I combined that with our imaginations for the rest."

As for the "normal" citizens of Gotham City, "Joel wanted someone, every now and then, to look slightly 'off'," explains Yolanda Toussieng. "Maybe they have strangely colored hair, like orange or blue or yellow, or maybe the end of their nose is slightly turned up, or they have a long pointed chin." Watchful viewers of Batman Forever will catch glimpses of thee exaggerated Gothamites making fleeting appearances throughout the film.