For Batman Returns, the Penguin was transformed from a man in a silly costume into a repulsive, deformed creature with a brilliant mind honed on rage and an insatiable need for revenge. He was flanked by an army of loyal penguins, and a band of vandals, known as the Red Triangle Circus Gang, prepared to do his most evil bidding.

During the making of The War Of The Roses actor Michael Douglas handed his then-director Danny DeVito a newspaper article reporting DeVito's interest in playing the Penguin in the proposed follow-up to Batman. The story came as a complete surprise to DeVito. ''I was stunned'', he remembers. ''I'd never talked about it to anybody, and frankly I resented it''.

A year later, DeVito received a call from Tim Burton, who was himself only recently getting used to the idea of a new, improved Batman and a fresh pair of villains. Upon their first meeting, it became apparent that the director wanted a characterisation that bore little or no resemblance to previous Penguins. ''The last thing I wanted to hear from Tim was that we were going to do the Penguin from the comic book or the TV series,'' recalls DeVito. ''I knew a little bit about the guy, and I respected him as a director, so it didn't surprise me when he told me his conception of this visual and psychological image of the duality of the characters and the Penguin's origins.''

DeVito, himself a father of three, gravitated to Burton's offbeat notions of the character's harrowing birth. ''The most glorious and beautiful thing you can ever experience is being in the same room when a woman is giving birth,'' he attests. ''So can you imagine being in the Cobblepot mansion on that night when what emerges is that globular, unformed mass with two eyes, a nose and a mouth, yet nothing that is humanly recognizable? They're shocked and horrified. They hate it and they hate themselves, so they throw it out like a piece of garbage.'' Following a long, savory pause, DeVito shrieks, ''Hey, I'm in! I felt like we could use this as a launching pad to create this huge opera that could be NOSFERATU. It was exciting and challenging, and I felt immediately that I wanted it to explore it more.''

While Burton and DeVito worked with Daniel Waters (screenwriter) to integrate the Penguin into the script, DeVito had to go through a full physical tranformation, courtesy of Stan Winston and his crew. As he recalls, ''The most difficult times came during the exploration period when the character was being designed. For instance, we had to take full body and face molds early on, which are very uncomfortable, but once the make-up went on, it was very comfortable and helpful in an odd way, even though it may have looked cumbersome. Usually as an actor you're given the luxury of hiding behind a character to act and react and play the game, but here I could take it even further. Once I put the mask on an incredible thing began to happen: I was completely free, and I felt like I could do anything. I almost felt like I could turn to the audience and talk, do a Shakespaerean turn on it, like in RICHARD III, where Laurence Olivier with his hump could do the walk and be miserable and lustful and talk about killing kids up in the tower. It was exhilarating.''

Coupled with the make-up, DeVito altered his voice without electronic enhancement, giving his Penguin a pained, guttural quality. ''Part of it was trying to find out what his deformity was, and it came down to the fact that breathing for him wasn't a natural thing like it is for all of us. He had to force himself to breathe, like a concentration where he'd have to push the breath in and out in order to keep himself alive. He was constantly battling to stay alive.''

Due to the uniqueness of the make-up, DeVito found that interacting with anyone outside the crew was impossible. ''I couldn't see anybody on the set,'' he explains. ''No friends, no family, no business associates or interviews, and no studio executives which was a joy,'' he jokes. ''I had to do this because once I put on the make-up and got into the character, it would've been too jarring for me to go from this kind of world to the real world. There was no way I could communicate with anybody on a reality-based level. It was okay to do it over the phone because people wouldn't see the webbed hands and the beak, but never in person.''

DeVito also spent much of his time in seclusion, prepping HOFFA, his next directorial film, starring ex-Joker Jack Nicholson as the famed union leader. When asked if he ever sought advice from his longtime colleague, DeVito quips, ''The only thing we discussed was the deal,'' adding, ''It's got more to do with putting your kids through college.''

Tim Burton on the Penguin:

''The Penguin of the comics was always the character I liked the least because he never made sense in the same way that the Joker or Batman or the Catwoman did - he never had that simple, weird strength,'' Tim Burton says. ''I mean, what is the Penguin supposed to be anyway? I felt that if somebody was going to be called 'The Penguin', there should be a reason for that.

The result, as scripted by Waters, was to give Oswald Cobblepot (the Penguin's given name, as in the comic books) a solid origin, from his bizzare birth and ubringing to his inevitable downfall. ''That aspect of the film is the one that went through the most real creation,'' says Burton. ''He really was an invention that had as much to do with the script as with Danny DeVito, myself, and everybody from the costume people to the makeup people. We went through the process of taking it as far as we could go without losing the spirit of the original until he finally really trasformed. We worked very hard, but it was one of the most gratifying parts of making the film.''

Burton adds that DeVito proved an excellent subject in the demanding role which not only called for him to spend hours enduring the Lon Chaney-like makeover with VeNeil applying Stan Winston's design, but also put him in a full-body silicone fat suit and webbed latex flippers constructed for the specialty costume. Says Burton, ''The good thing about Danny is that he was very passionate and had a 100% commitment to creating something different, and having directed himself made him a more understating person to work with.''

''The bottom line is that I borrowed more props than psychology,'' Waters concurs of updating the villains. ''With the Penguin and Catwoman I tried to move away from the stock Bob Kane versions.''

He managed it.

The Penguin in the comics:

The Penguin first appeared in Detective Comics#58 in December 1941. The comic book version has nothing to do with the film version. In the comics he is just a ''criminal mastermind'' that owns many illegal small enterprises in Gotham City without the law being able to touch him.