PLOT

On Christmas day, Gotham City socialites Tucker and Esther Cobblepot become the parents of a deformed baby boy, Oswald. Disgusted by his appearance and wild demeanor, they confine the baby to a cage and ultimately throw him into the sewer, where he is discovered by a family of penguins underneath the abandoned zoo.

Thirty-three years later, millionaire and philanthropist Max Shreck proposes to build a power plant to supply Gotham with energy, though he is opposed by the mayor. During Shreck's speech, Gotham comes under attack by a disgraced former circus troupe, the Red Triangle Gang. Though Gotham's vigilante protector Batman intervenes and manages to fight the criminals off, Shreck is abducted and taken to the sewer, where he meets the gang's secret leader, Oswald himself, now going by the name "Penguin". Oswald blackmails Shreck with evidence of his corporate crimes into helping him return to the surface, and he accepts. Meanwhile, Shreck's secretary, Selina Kyle, discovers that the power plant is actually meant to drain Gotham of its energy, which will bring the city under Shreck's control, after which Shreck will essentially be untouchable by the authorities. Shreck pushes her out of a window to silence her, but she survives the fall and vows revenge, taking up the mantle of Catwoman.

Oswald makes his presence known by rescuing the mayor's baby from a staged kidnapping attempt, and requests to be allowed into the Hall of Records to find his parents. Batman's alter-ego, Bruce Wayne, voices his suspicions about Oswald's true motives, and investigates his background and connection to the Red Triangle Gang, discovering that the troupe had been shut down years ago due to children going missing during their performances and the disappearance of one specific member before interrogation, whom Bruce suspects to be Oswald. During a meeting with Shreck to voice his own opposition to the power plant, Bruce meets Selina and the two become attracted to one another. In order to remove his enemies, Shreck pushes for Oswald to run for mayor and discredit the current mayor by having the Red Triangle Gang wreak havoc on the city. Batman intervenes and meets Catwoman as she attempts to sabotage one of Shreck's businesses; she escapes, but is injured and swears revenge on Batman by allying with Oswald, who also plans to kill Batman as part of his own schemes.

As Bruce and Selina begin a romantic relationship, Oswald abducts Gotham's Ice Princess and kills her, framing Batman for the act, as well as causing the Batmobile to rampage throughout Gotham before Batman narrowly manages to regain control and escape the authorities. When Catwoman rejects his advances, Oswald breaks off their partnership and attempts to kill her, but she survives after falling into a greenhouse. During the chase, Batman records Oswald's disparaging remarks about the people of Gotham and later plays them during his next speech, destroying his image and forcing him to return to the sewer, where he renounces his humanity and reveals his plan to abduct and kill all of Gotham's firstborn sons as revenge for what his parents did to him. At a charity ball hosted by Shreck, Bruce and Selina meet and discover each other's secret identities. The Penguin appears and reveals his plan, intending to take Shreck's son Chip with him, but Shreck gives himself up in his son's stead.

Batman foils the kidnappings and heads for the Penguin's lair. The Penguin attempts to have his army of penguins bomb the city and kill everyone in Gotham, though Batman and his butler, Alfred, jam the signal and order the penguins to return to the sewer. Batman arrives and confronts the Penguin. In the ensuing fight, the Penguin falls through a window into the sewer's toxic water after accidentally launching the bombs on the zoo. Shreck escapes but is confronted by Catwoman, who intends to kill him. Batman pleads for Selina to stop, unmasking himself in the process. Shreck draws a gun and shoots them both, but Selina survives and electrocutes herself and Shreck with a stun gun, causing a massive explosion. Bruce, who was wearing body armor, finds Shreck's remains but Selina is nowhere to be found. The Penguin emerges from the water and tries to shoot Bruce from behind, but dies from his injuries and from the toxic sewage, before his penguin family lays his body to rest in the water. In the aftermath, as Alfred drives him home, Bruce sees Selina's silhouette in an alley but only finds her cat as a farewell gift, who he decides to take home with him. The Bat-Signal appears in the sky as Catwoman, who survived, watches.

CAST

Michael Keaton as Bruce Wayne / Batman

Danny DeVito as Oswald Cobblepot / The Penguin

Michelle Pfeiffer as Selina Kyle / Catwoman

Christopher Walken as Max Shreck

Michael Gough as Alfred Pennyworth

Pat Hingle as Commissioner James Gordon

Michael Murphy as The Mayor

Vincent Schiavelli as The Organ Grinder

Andrew Bryniarski as Charles "Chip" Shreck

Cristi Conaway as The Ice Princess

Rick Zumwalt as The Tattooed Strongman

Anna Katarina as The Poodle Lady

Paul Reubens as Tucker Cobblepot

Diane Salinger as Esther Cobblepot

Doug Jones as Thin Clown

ADDITIONAL INFORMATION

based on the DC Comics character Batman

sequel to the 1989 film Batman

the second installment of Warner Bros. initial Batman film series