All language subtitles for Icons.Unearthed.S06E03.Things.Change.1080p.AMZN.WEB-DL.DDP2.0.H.264-BTN_track4_[eng]

The success
of 1989's Batman could
only be described as...

It was huge. Huge.

And if you thought
the movie was huge...

I want you to tell
all your friends about me.

There were a lot of toys
for Batman.

Corporate America was lining up
to cash in on Bat-mania.

There was the Batman cereal.

There were the Batman t-shirts.

A franchise was born.

As soon as Batman came out,

Warner Bros.
and everybody wanted
Tim to do the sequel.

But
if he was coming back,

they were going
to do things his way.

That's when Tim laid down
the law.

However, it is Batman
that's the star of the movie,

not Tim Burton.

This may be the one where, like,
maybe Batman is considered

a supporting character.

And the villains would
be the stars.

I was speechless.

They were edgier...

Well, this is what he wants.
This is what he's going to get.

- ...darker...
- It really wasn't meant
to frighten him,

but apparently it did.

- ...oozing some sort
of disgusting liquid thing.
-

Oh, yeah, that was my idea.

Batman Returns would
be a nasty new Batman
for the '90s.

We had loyalty to no one.

I also don't think

that the studio
or the filmmakers realized

the extreme
conservative reaction
they were going to get.

With the success
of 1989's Batman,

Tim Burton was on a hot streak.

[Constantine] So you're going
from Pee Wee to Beetlejuice

to Batman, success,
success, success.

And so the studio
had the perfect next idea
for Tim, more success.

I mean, it was such a whirlwind
with Tim, you know?

He, you know, wanted
to do other things.

He had so many other ideas.

Pressure was
mounting for a Batman sequel,

but the world was
Tim Burton's oyster.

They just wanted him
to make movies.

Obviously, Batman was
huge IP for them,

and they wanted him
to do Batman,

but they wanted him
to make the Batman

that he was excited about.

But after
constantly butting heads
with the studio,

he realized to truly make
films his way,

he would need
a producing partner
and an ally.

Enter Denise Di Novi.

Tim was looking for a partner
at that time

because it was clear
that his career was exploding.

And Denise was
a rising star in her own right.

I was one of the very few
female producers at that time.

It's hard to believe now,

but there were only
a handful of us.

And I had
just produced Heathers.

It was kind of
a cultural phenomenon.

Starring Winona Ryder.

She said to Tim,
"You'd really like Denise."

And she said to me,
"You'd love Tim."

We just totally hit it off.

And,
so while Denise teamed up
with Tim,

both of them had
previously teamed up

with Winona.

And then, so it happens,

Winona had teamed up
with Johnny.

Winona's boyfriend was Johnny,

and she brought Johnny over

to Warner Bros. one day
to introduce him to Tim.

I think that's how Tim met him.

And that's how
they all teamed up together
for Tim Burton's next film.

Edward Scissorhands
was completely original.

I remember the night
he told me the story.

I said, "It's phenomenal,
it's you.

"If you can get a deal
on this, it'd be great."

This must be quite a change
for you, right, Ed?

Perhaps the tale

of a frustrated
outcast artist...

was very close to home
for Edward, uh, sorry, Tim.

Made on a budget
of just $20 million,

Edward Scissorhands quadrupled
that in profits,

but Warner Bros. wanted
much more.

Success, success, success.

And pressure
to make Batman IIreached a fever pitch.

He thinks about things a lot,

and he comes at it
more as an artist

than as a business person,
per se.

I think he was
a little bit hesitant

about doing a sequel.

He is an artist,

and he wanted to make sure

he really had something
to say in the sequel.

It was kind of a slow evolution.

There were a million ideas.

But perhaps,
just like Edward Scissorhands,

this pale-faced,
wild-haired artist...

wasn't so interested

in butting heads again
with Jon Peters,

who, ironically, also had
a knack for hairdressing.

When I asked him about a sequel,

I remember him saying,

"I wouldn't even consider it
if Peters was around."

But Warner Bros. wouldn't
take no for an answer.

Rarely during a generation

did many directors
like Tim come along.

So they knew
what they had in him.

And with the success
of Edward Scissorhands

and Batman,

Burton had all the leverage
he needed.

The caveat of doingBatman Returns

is that he could do
whatever he wanted.

Which naturally
begged the question...

What do you want?

And
what he wanted was...

A true Burton film
with zero studio interference.

And so Warner Bros.
gave Burton carte Blanche,

believing securing
the director they wanted

would mean securing
the film they wanted.

[Jeff] They basically told him,

"You can do whatever you want
on this sequel.

"Feel free to let
your freak flag fly,
so to speak."

And as
for his nemesis, Jon Peters...

The success of Batman
certainly gave a huge boost

to Peter Guber and Jon Peters.

They were made a very big offer

to go take over
Columbia TriStar.

Which had
recently been bought by Sony.

You know, Warner Bros.
didn't want to see them leave.

They'd been very successful.

And as a result
of this new job...

They had to walk away
from all their stuff
at Warner Bros.

So even though

their names remained
on the credits,

this was now Tim Burton's show.

Although one very important
question still lingered.

You've done your origin story,
so what do you do next?

Warner Bros.
had already gone ahead

and rehired Sam Hamm
to answer that very question.

He gave us a signal!

[Robert] You know,
Batman is now established.

Batman was
now Gotham's protector.

But protected from what?

That's the question
you have to answer.

And so Sam Hamm
got to work on a script

where The Penguin hires
Catwoman

to steal antique ravens
from billionaires in Gotham.

And once again,
the Boy Wonder was back.

Sam Hamm's script
was a well-oiled machine.

Three-act structure,
boom, boom, boom.

It was like
a Hardy Boys adventure.

Which
apparently wasn't a good thing.

Tim Burton doesn't
like machines,

he doesn't like them well-oiled.

You know, even reading
you can tell,

"There's no way
Tim Burton wants to do this."

And sure enough,

Tim Burton did not
want to do that.

Luckily, Denise knew
a fresh young writer

she was sure Tim would like.

I brought Dan Waters
into the process

because I had worked
with him on Heathers.

Heathers was her first film,
it was my first film.

Greetings and salutations.

People are still quotingHeathers today.

How very.

I knew that
his dialogue was so brilliant

and his characters are so vivid

and I just had a feeling.

As Daniel
set about constructing
a new world order for Batman,

he began dismantling
some of the old.

I hated Robert Wuhl's character.

No offense to Robert Wuhl,
he's a wonderful actor.

Okay.

But I hated his character.

I thought we were a team.

I wanted a scene where he was
crucified on the Bat-Signal,

and you could see
his dead body,

like, floating
over the Gotham sky.

Oh, my God.

But Burton was intent
on cutting away from the past.

That's when Tim laid down
the law.

"I don't want anything
from the first film.

"I don't care about Vicki Vale.

"I don't care
about Harvey Dent."

I don't have any comment now.

Which stung some
of the former cast members.

I wanted to do it

because I really wanted
to move on to doing Two-Face.

[Robert] He thought that,
when they made the sequels,

he was coming back
as a villain.

Jon Peters, he wanted me
to play Two-Face.

Which, of course,
did not happen.

He went
the way of Knox.

You win some, you lose some.

But for Tim,
this wasn't just a chance
to start over.

The first movie
is a Batman movie

that happened to be
directed by Tim Burton.

I think he wanted
the second movie to be

a Tim Burton movie that happened
to have Batman in it.

So Daniel threw
the baby out with the bathwater

and began crafting a story

with the kind of villains
that Tim would like.

I mean, the Tim Burton motto is,

humanize the monsters
and monsterize the humans.

So Daniel set off
to do just that,

beginning with Gotham's
most popular cat burglar.

Catwoman's more
than a cat burglar.

Daniel fleshed out
Selina Kyle's backstory,

making her
a lonely, workaholic,

cat-obsessed secretary.

Catwoman really took a leap,
no pun intended,

when Dan did
his version of her.

Because
when Selina Kyle is

nefariously pushed out
of a window,

she's reborn as the feline
she's always dreamed of being,

hell-bent on revenge.

Tim Burton very specifically
wanted his villains to embody

the animal counterparts
that they represented.

Meow.

My favorite female characters
don't win the game,

they destroy the game.

And to do so,

she would have to team up

with none other
than The Penguin.

You and I have
something in common.

But despite being
a legendary character,

The Penguin's backstory
was a tougher nut to crack.

Like everything with Tim,

it kind of starts with...

he draws what he imagines.

[Dan] Tim had a drawing
of a hideous penguin boy,

and we were like, "Hey,
why don't we make more like

"your crazy drawing
than anything
in the comic books

"and offend everyone?"

So instead
of a British aristocrat,

they rewrote him
as a hideous little monster

who's thrown out
by his parents

and longed to return
to the human world.

[Victoria] He's born
with some sort of deformity...

Hi.

[Victoria] ...and he's gonna
have flipper hands,

and that's gonna be
his backstory.

So that was completely different
from the comic books.

I'm ready, Max.

I've been down here too long.

But one detail
about The Penguin's backstory

never quite made it
to the screen.

There's supposed
to be a blonde child

in that opening scene
where the baby eats the cat.

Which would later be
revealed to be Max Shrek,

the film's third villain.

[Dan] Max Shrek was
his brother, the golden boy,

and Penguin's
the ne'er-do-well brother,

but that was just
too much stuff.

But they didn't
cut him out completely,

keeping him on
as another one of the villains.

I wanted him to be bland
and cold and clinical, like,

you think
these monsters are evil,

he's the real evil one.

Bully me
if it makes you feel big.

I mean, it's not like
you can just kill me.

Actually,

it's a lot like that.

It was interesting
because up till then,

it's kind of a...

a tradition to not make a movie
with more than one villain.

For
a movie about Batman...

Michael Keaton's
sitting there in the dark...

...just doing nothing.

- ...it seemed
there wasn't much Batman.
-

This may be the one where, like,

maybe Batman is considered
a supporting character.

That's the accusation.

Michael was not the star

and found that out
on the first Batman movie.

But instead
of having a bat-tantrum...

Both Tim and Michael Keaton's
like, "Great line, cut it."

Like, "Oh, that's
a great speech."
I would never say that.

He liked ceding screen time
to other people, 'cause it made
the movie better.

And so,
with Michael Keaton's
blessing...

You're just jealous
because I'm a genuine freak!

...Tim and Daniel had
the space to really go for it.

We wanted
to unnerve everybody.

We brought in Christmas
and clowns

and babies and ducks.

And so it gets
into your subconscious
in a way that freaks you out.

It was kind of courageous
for Warner Bros.

because it was a lot darker
than the first one

and a lot darker than a lot
of movies were at that time.

That was the price
Warner Bros. had to pay

to bring Tim Burton back.

Feel free to let
your freak flag fly.

And fly it did.

[Dan] You can't
believe the degree

that we were left alone.

We didn't have loyalty
to superhero fans, Batman fans,

the studio, children.

We had loyalty to no one.

Warner Bros. was
gearing up to film

Tim Burton's sequel
to the Batman movie.

But the most talked about
and sought-after role

on the next Batman movie
was not the lead.

Catwoman was
a compelling character.

It was an arguably
much more demanding role

that called for a woman

playing a woman

- playing a cat.
- Meow.

Catwoman is truly one
of the characters

that is very comfortable

about her sexuality
and her power.

As a woman, she can

say anything she wants
to Batman.

How could you?

I'm a woman.

And he truly does not know
how to respond.

- I'm sorry, I...
- [Catwoman grunts]

He's basically a ball of yarn,

and she's a cat,

and she gets to unravel
the ball of yarn,

and it's the most fun
you can think of.

This was
one ball of yarn

every Hollywood starlet wanted
the chance to play with.

And no one wanted it more

than one
Batman-adjacent actress

who believed she had
already qualified for the role.

And Sean Young wanted to come
back as Catwoman.

She really felt she was robbed
of her chance in the first film.

-
-

And
so naturally, she thought...

I should be
in this next one.

So Sean did
what any actress would do.

Well, I talked to my agent,

and apparently he can't
get me an interview.

I'm not asking, you know,
for you to offer me the part,

but you can let me
in the door, right?

Like, what's going on here?

That's when
Sean decided to do

something unconventional.

I decided to fly to Burbank,

rent a limo,
and then go to the studio.

And then I instructed
the limo guy to say,

when they ask who it is,
just tell them "Catwoman."

And they let me
onto the Burbank studios.

Sean Young
was going to get her meeting.

And then we found
Mark Canton's office.

I happened to be sitting
with Michael Keaton.

I kind of barged in,

and they both looked
at me like, huh?

And I was slightly in character.

She was dressed up as Catwoman.

I said, "You are
a very rude man."

And I just don't think
he got the humor of it at all.

'Cause it really wasn't meant
to frighten him,

but apparently it did.

Normally people go,
"Hi, someone's on the way in."

It was a pitch/
non-consensual audition

like none ever seen
at Warner Bros.

It was...

it was a moment.

Clearly Mark Canton

and Michael

will know
what I'm talking about.

To me, it seemed very normal.

Totally sane or not,

it was, unfortunately...

Too little, too late.

Nothing personal.

And while
it should have died there

like a cat with nine lives...

One news thing
after the other picked it up

and it became, like, the story.

But Sean's
big pitch was far from over.

In fact, her appearance
at Warner Bros.
was just the beginning.

There is one actress
who refuses to give up.

She's the only,
she says, real Catwoman.

I have a message
for the director of Batman 2.

How dare you not make time
to see the Catwoman?

I was still coming
from the point of view

of "I'm really perfect
for this."

I even jumped up on a horse
I was scared to death of

because you asked me to.

While Sean's
appearance won some hearts

among Joan Rivers' fans,

it failed to win her
the role of Catwoman.

To this day, I think

Warner Bros. actually missed
an opportunity.

But the price I paid
for that was basically being

crossed off all the lists
in Hollywood.

It's like,
"This girl's too wild."

I'm not really quite sure

why it became
such a big hullabaloo.

Certainly, you've known actors
through the years who've done

much broader things
in order to get a part.

It's my fabulous sense of humor,

because I thought
that was really funny.

It was
a bold, risky play,

but the role had already been
offered to another actress.

Uh, not Joan Rivers.

Annette Bening was
cast as Catwoman.

We were very excited

about Annette Bening playing
Catwoman, and we thought
she was perfect.

For Batman Returns'other villains,

the Batman brain trust knew
exactly who they wanted.

Christopher Walken was
number one on my casting list.

I think we were
all Christopher Walken fans.

Don't you know who I am?

He's one of those actors
that just talks and moves

like nobody else.

And Denise managed
to discover why that is

during rehearsals.

I said, you know,

"How do you do this?"

"Like, how do
you walk like that?

"How do you talk like that?"

- And he said...
- Huh?

"You know, I was a dancer.

"So I count.

"You know, when I'm walking,

"I count as if I'm dancing.

"And when I talk,
I talk in a rhythm

"as if I'm dancing."

I was like, "Eureka. I get it."

I'm just a poor schmoe,
got lucky.

Producers had
far fewer options

when it came to The Penguin.

I mean, who else
but Danny DeVito
could play The Penguin?

Okay, you got a point.

I always imagined him
as The Penguin,

and obviously so did Tim.

He was born
to play that character,

and he was fantastic.

Unsurprisingly,
Danny DeVito found

the role fit
like a glove. Or...

Perhaps a shiny flipper.

Danny DeVito's
first reaction was,

"The Catwoman role is amazing,
the Batman role is cool.

"You wrote Penguin
as a Danny DeVito role."

Meaning there
weren't enough juicy bits

for him to sink his teeth into.

I just kind of felt bad.

I went back on my second draft
and anti-DeVito-ed it.

Danny loved having
to go for something

that was outside his wheelhouse.

And for the role
of the Penguin's father,

Tim Burton would repay
his old friend Paul Reubens,

who'd given Tim
his first big adventure.

Anything he could do
to help Paul.

But had recently been
mired in controversy.

It was very moving the day
that Paul Reubens walked on set

and the whole crew stood up,

I get choked up
talking about it,

and applauded him.

He was a lovely man.

While Paul Reubens
as the Penguin's...

Dad!

...was in,
another character
was once again out.

Guess what, Robin?

So they took Robin
out of the script.

Even after casting
Marlon Wayans in the role

and after several drafts.

Batman pulls the Batmobile
into a repair shop.

And he says, "I'm being chased.

"I need help. I need to hide
the car and everything."

And Robin says, "Oh,
I can help you. I can help you."

And he goes like this
on his shirt pocket.

And you see his name, "Robin."

And then Warner said,

- "No, we're over budget."
-

"Let's take out this character."

But even without Robin,

the script was full
of unforgettable characters,

perhaps too unforgettable.

Keaton was concerned
about the same typecasting

that happens to anyone
who puts on a suit.

You sort of risk the stereotype

of "Now I'm only going
to be seen as this."

For Warners,
everything was
riding on Keaton.

I don't think Tim would
have done the movie

if Michael did not come back.

Even though
both were under contract,

it just wasn't how Warner Bros.
did business back then.

They wanted them to do it

because they felt that it
was the right piece of material
and the right movie to make.

But what would
make it the right script
for Keaton?

Michael Keaton wasn't
looking for more screen time,

but the scenes
he was in needed to be good.

Michael wanted to make sure

that this was a character
that he could explore

on a deeper level in a sequel.

Thankfully,
Daniel Waters' script
did just that.

[Constantine] The potential
of working with Tim

and getting more into
the psychological complexity

of Bruce Wayne and duality

and the relationship
between Selina.

You got kind of a...

kind of a dark side,
don't you?

No darker than yours, Bruce.

I think all of that made it easy
for Michael Keaton to say yes.

And while Keaton was back,

one place Batman wouldn't be
returning to was Pinewood
Studios outside London.

From what I understand,
Tim absolutely hated it.

It was a nightmare
for production with him.

Luckily,
they didn't have to search far

for a replacement studio.

The whole thing was
shot on the stages
in backlot at Warner Bros.

They also maybe just wanted
to give Batman Returns
a different aesthetic.

Because
by moving studios,

they would also need
a new production designer.

Mainly because the film
was not shot in London,

and Tim had
a very close relationship
working with Bo.

And one of Bo's
most important tasks would be
redesigning Gotham City.

Big and operatic, right?

These statues,
and it's during the holidays.

It was very distinct
and consistent,

and everything was
black, white, and gray.

But to really sell
the winter look and feel,

Tim Burton and Bo Welch would
need a superpower of their own,

the ability
to control the weather.

You know, we air conditioned
the sets to be freezing.

I remember that
as a pretty big coup

that that actually worked,

you know,
and it was cold in there
and you saw the breath.

Now folks, I know
that to many of you,

Gotham seems
a bit beleaguered these days.

And while
the sets were all new,

they would get to do
a little recycling

when it came to the costumes.

Warner Bros. has
a gigantic costume collection.

We used a lot
of Busby Berkeley things

for like, the background people.

And so the movie has
a bit of a '30s,

'40s, old Hollywood look to it,
but it's darker.

Now, when it came
to the penguin's costume,

the biggest challenge was
how to accentuate his curves.

We did a bodysuit under him

to get him to look more
like a penguin.

So it was like, silicone
on the insides.

It was very heavy.
Weighs a ton.

And I said, you know,
"We can make you a rubber one,

"a foam rubber one,
get the same shape

"and doesn't have to be
this miserable to wear."

And he said,
"No, no, I love it.

"I love it
'cause it's so horrible.

"It's the most horrible thing
I've ever put on.

"And it's great
for my character."

Aside
from the heavy bodysuit,

prosthetics would
also help bring

the cartoonish Penguin to life.

[Shane] In Tim's world,

there are attributes
of the character

that gave him his moniker
of the Penguin.

And so
that signature schnoz would

have to be sculpted
by makeup designer Shane Mahan

and legendary
makeup producer Stan Winston.

We started sculpting
little magnetic plant-on noses.

So we did a bust and painted it,

but had
just various character noses.

And then Stan was thinking
about it, and he said,

"You know,
the whole thing could
kind of come from his forehead,

and the nose should sort
of become like a beak.

So I mocked up
a sculpt like that,

and that kind of assumed
the character.

Tragic irony.

Or poetic justice?

You tell me.

However,
the final step in developing
the look of the Penguin

would be up to Ve Neill
and her team of makeup artists.

When we developed the character,

I really tried to make him look

more like he stepped
out of a comic book

so that people could
actually look at him

for long enough
and not be too horrified.

'Cause he was scary already,
you know?

And it was
by sitting in the makeup chair

that Danny DeVito was able
to fully transform
into the Penguin.

As it started getting closer
and closer to being finished,
he'd start going...

-
-

...he'd start making
squawking noises

and grunting and doing
all kinds of crazy stuff.

But it wasn't
just strange noises

that was coming out
of the Penguin's mouth.

To make him extra unpleasant,

they would place a black bile
in his mouth

and it would churn
and ooze would come out.

But where did
that character trait come from?

It was not in the script.
It sounds like 1000% Tim Burton.

Like, "Wouldn't bile be fun?"

- Actually...
- Oh, yeah, that was my idea.

'Cause he was
spitting all the time.

And I thought, "Oh, God,
he has to be nasty."

And so I said,
"Danny, are you up

"for me putting some mouthwash
in your mouth all the time?"

He goes, "Mouthwash?
Okay, I can do that."

But just as
all the key elements

of production were
coming together,

one key member
of the team was ejected.

I'm beginning to think...

this interview
is making me think
I'd wrote a good script.

It's funny. I think
they got rid of me

before they started
giving notes.

And so
writer Wesley Strick was hired

to put the finishing touches
on the script.

Wes was like,
a more experienced studio writer

to do notes and stuff.

Let's just say
the first time I read

Wesley Strick's first draft
of the script,

I was not too pleased.

Especially
when the other writer took
some creative liberties.

I didn't want
any specific references

to pop culture in Gotham City.

It's a whole new world.
It's a different dimension.

It's a different multiverse,
as the kids say.

And he's got Love Connection.
He's got Norman Bates.

You're going to think of me
as a, uh, Norman Bates,

uh, Ted Bundy type.

Yeah, like, fuck you, Wesley.

Frustrated,
Daniel decided to spew

some black bile of his own.

I sent this angry 17-page fax
to Tim Burton and Denise.

Which,
to say the least...

It did not go over well.

Thankfully, producers didn't
hold a grudge.

We brought Dan back
to do the dialogue.

He's so brilliant, you know?

Or perhaps
it was just because producers
had more pressing issues,

when just weeks
before shooting,

the actress playing
Catwoman found

her priorities had
suddenly changed.

She had a sire or made spawn,

so she couldn't...
she couldn't do the movie.

That is to say...

She found out
that she was pregnant

and clearly could not wear

the Catwoman costume
or be Catwoman.

If Catwoman
was having kittens,

the production needed
another A-list option and fast.

We were a little bit freaked out
and frantic.

Batman Returns was
in trouble.

Their production had
lost their Catwoman.

Then there was the mad scramble
about who was gonna
become Catwoman.

For Denise,
this was the hand of fate.

I have a superstition
from that day

that when somebody drops out,

the person that you're
gonna get is meant to be.

Obviously,
Sean Young was ready
and willing to step in.

[Sean echoing] I should be
in this next one.

But instead they
went with another contender
for the role of Vicki Vale

from back on the first movie.

It's Michelle Pfeiffer.

Uh,
but what about that issue?

Apparently, Michael Keaton had
had some kind of affair

or relationship
with Michelle Pfeiffer.

But by 1991,

Keaton's marital woes were
behind him,

and nobody was
going to overlook

Hollywood's most bankable
leading lady.

I think
everyone wanted Michelle.

She was insanely talented.

You make it so easy, don't you?

Michelle seemed
to be made for the role,

but the role definitely wasn't
made for Michelle.

Not yet.

It was so late, she had to step
into the mask and costume

that we had made for Annette,

which was really uncomfortable.

A skin-tight outfit

inspired by
the Batman TV series.

Catwoman had been wearing
that type of a costume

since Julie Newmar in 1966.

It's very specific.
It's very black.

It's very shiny. It's very sexy.

Burton's Catwoman
was different.

She was homemade.

I believe it was
Burton's original sketches

with the sewn-together parts,

'cause that fit with her story
of she did this on her own.

But it couldn't be
made out of any old material.

We thought, well,
the most black, shiny,

sexy thing
you could do is latex.

So latex it was.

And then we made corsets
and boots and all that stuff.

We showed it to the director,
and he goes,

"No, no, no, no. I want it
to have stitches all over it."

And we were just like,

"It's latex.

"You can't really sew latex."

Thankfully, they had
an ingenious solution.

So we'll just sculpt stitches,

and then we'll glue it
on the costume.

But Tim's attachment
to the stitches meant

the solution
was just the beginning
of another problem.

We started, you know, doing it

how we thought
it would look good.

And he was like, "No."

And, like,
this went on for weeks,

so I said, "Okay, well,
I'll do, like, a template.

And we sent it to his office
with, like, a note,

"Could you please draw
where you want the stitches?"

And he did,
and he did a great job.

I mean, they were just
like a generic scar you make

when you were in makeup school.

You just glue it on.
You saw the edges.

It was kind of...

kitschy, but it worked.

Which was
exactly what Burton needed.

And then he wanted it
to come apart,

like being three stages.

The costume's unraveling

as she is unraveling
as a character.

Split, right down the center.

So once again,
the designers had to come up
with the impossible.

Because it was latex,
you couldn't open it.

You had to like open it
and then put flesh-colored latex
underneath it.

I remember one... they had
this big tear on the backside.

And I remember Tim just lit up,

thought it was
the best thing ever,

showing part of her...
part of her ass.

To which Michelle replied...

No.

And then, of course,
he was like,

"Oh, of course I was kidding."

Don't be naive.

He wasn't kidding.

But she was having none of that.

But as Michelle Pfeiffer
walked on set,

the costume department still
had their concerns.

[Mary] It looked pretty bad,

because when you glue
the stitches on, you know,

they'd be one piece.

And you'd see glue
all over the edges.

So it looked pretty awful.

And we thought,
"Well, this is what he wants.
This is what he's going to get."

But once on set
under those movie magic lights,

the hodgepodge costume
was transformed.

And as she walked through,
people started noticing.

And it was this strange
kind of like a wave,

but a wave of silence just ran
across the stage.

And then it was...
you heard nothing.

It's just her walking

with lights kind of dancing
off her suit.

Between the silicone
and the night darkness

and the reflection
of the lighting,
it looked fantastic.

I'll remember
that moment forever.

It was pretty exciting.

Filming began
on Batman Returnsin June of 1991.

And right from the start,

Michelle Pfeiffer made
her mark.

Michelle with the whip
was so... freaky.

I was surprised
the first time she did it,

'cause we thought for sure she'd
have her stunt double doing it.

She was amazing
with that whip,

and it was scary.

She wanted to really do that,
and she did a great job.

And she had, like,
five-inch heels on.

I was speechless.

And even the guy
who taught her was
flabbergasted.

I did know she ate
a bird by herself.

Nice birdie.

That was more impressive
than the whip.

I think she took her performance
to places nobody expected.

While wearing
the least breathable
costume imaginable.

I remember seeing water pouring
out of any opening there was,

just leaking.
It was pretty wild.

The set
of Batman Returns was so wild,

it was a veritable menagerie,

including bats, cats,
and of course, penguins.

Mechanical penguins,

puppet penguins,

real penguins, big penguins.

I think we had
a dozen emperor penguins.

They're almost 5' tall.

People penguins,
you know, in costumes.

[Shane] You can't put rockets
and mechanical eyes

and things on real penguins.

So the idea
was to really not know
what you were seeing.

The mechanical penguins
were pretty darn cool.

Looked identical. I mean,
you couldn't pick it out.

They certainly were
better behaved.

Meanwhile,
the penguins

were arguably
the only performers
enjoying the conditions on set.

With all the water, I'm sure
the set did not smell good.

You have the set freezing.

Everyone was sick
all the time.

Except
for the penguins, of course.

I don't think
any penguins were harmed

in the making
of Batman Returns.

But one was
definitely inconvenienced.

God, there's this one time
where Danny was on the pulley

where he goes up
in his umbrella.

- Gotta fly.
-

Well, he got stuck
in the middle one day.

And he was up there... it seems
like he was up there forever.

If only
penguins could fly.

And everybody's
just like freaking out

because we can't
get him down, you know?

And he's just like,

you know, on the side
of the building with an umbrella

and standing
on a little teeny pedestal.

Complicated sets
filled with animals, water,

and contraptions were slowing
the production down.

This stuff was not done before.

So much of this was in camera

that it caused disruption.

We were like, two
or three weeks over schedule
or something like that.

Danny may
have been on a pedestal,

but he was at the end
of his tether.

He was starting to have
enough of it after a while.

And Danny put in
massive amounts of hours.

He'd stay late,

and it was physically
a big deal for him.

I can remember him calling me
into the trailer one day,

and he says, "You know what?
I can't do this anymore.
I got to get out of here."

Batman Returnsground on,

weeks behind schedule.

A broken
and exhausted Danny DeVito.

He really gave himself
in that movie.

I said, "You know, Danny,
I'm really sorry,

"but we're up against it
and everybody's working hard."

And he says,
"Well, I'll tell you
how you can do it."

And he takes his script.

And he starts
ripping pages out of the script.

Uh, and I go, "Okay, well,
there's one way."

Actually, this is
all just a bad dream.

Managing
overworked cast wasn't
Larry's only problem.

He was keeping an eye
on the director himself.

I felt like he needed
people around him to help him.

He was sort of like struggling.

And like
Peter MacDonald had
done on the first movie...

If I saw the producers
coming towards him,

I always stood next to him,

so we were a bit
of a double act.

Line producer Larry Franco
had the same nurturing urge.

[Larry] You know,
he has these moments
when he's just giddy as hell,

and he's running around
in circles and stuff,
and he's great.

And then he has moments
when he's just buried in himself

and he's like this.
He's almost catatonic.

The outside forces around him,
it really hurts him.

So I kept everybody away.

and let him do
what he's gonna do.

And much like
on the first film,

the director's job
wasn't made any easier

by some tricky equipment,

including the film's hero prop.

It was basically
a piece of shit.

A.K.A. the Batmobile.

It looked like a big toy to me.

I don't even know
how it really ran.

This one was like
on a lawnmower motor
or something,

and you know,
it didn't have any power,
you couldn't turn it around.

I mean, it was like you had
to get a forklift in

to turn it like that.

Which made the film's
climactic chase scene

that much harder to film.

Gentlemen, start your screaming!

The Batmobile is shoving
all of these vehicles
out of the way.

Or at least made
to look like it was.

The Batmobile is, you know,
it's kind of made
out of plastic.

You couldn't
actually physically hit
any of the other cars.

And so to do it,

the stunt team came up
with a ratchet system.

Meaning
the crashed cars would
get pulled out of the way

moments before
the Batmobile hit them.

It was the first time I believe
these ratchet systems

were powerful enough
to actually roll cars over.

As cars were being
ratcheted out of the way...

the premiere date
quickly approached,

and the pressure
was ratcheting up

for the Batman Returnspost-production department.

The difference is the pressure
on bigger budget movies

is that it has to perform.

So that anxiety kind of filters
down into the cutting room.

And it was here
in the cutting room

where
those earlier decisions...

Michael Keaton
liked ceding screen time
to other people,

'cause it made the movie better.

...had created a challenge
for editor Chris Lebenzon...

You know, you have to make
a performance work.

...who had
to make sure the Batman movie
had enough Batman.

We feel a bit
of the pressure too.

And that's just what the job is.

People there with a stopwatch

timing the screen time are going
to be bitching and moaning.

There was so much footage.

The editing process
was just...

gigantic.

Chris and Tim
raced to finish

what was shaping to be
a two-hour-plus movie.

We came right up against it.

I mean, we had
to work every day.

These movies,
they take years off your life.

And just as he was
finishing his director's cut,

another genius had to weigh in,

composer Danny Elfman.

I cut it without his music,
'cause I didn't have it.

But when Danny saw
this scene, he got an idea.

He came in and said,
"Can you make it
a little longer here?"

And I said, "Okay."
I'm wondering, "Okay."

Nobody's ever
asked me that before,

except the director.

But I would be happy
to lengthen any shot
for Danny Elfman.

Chris duly obliged,

but then the tail started
wagging the dog,

or the bat.

He called
a couple days later and said,

"Could you do it
just a little bit more even?"

And then I realized he was
building it for his music,

because it drones and then hits
the big melody at the end.

And he was right.

With every shot timed
to perfection,

the director's cut
went before nervous
studio executives.

Okay, the studio sees
the film for the first time,

the director's first cut.

It's darker, creepier, quirkier.

And it was
suddenly obvious

that Warner Bros.
was afraid of the dark.

In the first five minutes,

a couple throw
their baby in a river.

There's blood in the movie,

and Danny's kind of black tar
coming out of his mouth.

Well, we all know
who to thank for that.

Oh, yeah, that was my idea.

Just because it was darker,

it was politically,
at the studio,

it was a harder job to do.

Despite
having told Burton...

Feel free to let
your freak flag fly.

...the studio
was suddenly now afraid
of the consequences.

They were very concerned
parents would not buy toys
for the kids.

Or worse.

They thought parents wouldn't
bring the kids.

After all...

The bottom line definitely was
controlling the thinking.

Chasing
a must-have PG-13 rating,

the studio put its foot down.

And there were definitely
some clashes over editing.

But the scene causing
studio executives to sweat

wasn't the child abuse,

or the violence,

or even
Christopher Walken's bouffant.

Oh, my God, it was just
like, this giant bubble.

- It was
to do with the animals.
-

Um, no.
Not the real ones.

Michelle putting
the stuffed animals

down the garbage disposal,

they thought was
too over the top.

So I had to cut that down
just a little bit.

This annoyed Tim, I think,
as well as the rest of us.

But small tweaks weren't going
to change this leopard's spots.

There was no going back.
We had a release date.

And test screenings
confirmed Warner's fears.

They were a little thrown
by the darkness of it, I think.

But overall, I think
it really connected with them.

Especially
when it came to the performance

of one particular cast member.

We saw very early on

that Michelle was
just killing it.

Michelle Pfeiffer's
performance had turned

test audiences into cat lovers.

Oh, my God.

Does this mean
we have to start fighting?

It also created
an unforeseen problem.

Film was shot, Catwoman is dead.

Warner Bros.
had already killed off

what now looked like

a potentially
lucrative character.

So to fix it...

The studio insisted

they somehow hint
she might still be alive,

one more life left
in the cat after all.

Great idea.

The only problem was...

They actually had
sent out all the prints.

The cat
was already out of the bag.

It was full panic.

Warner Bros.
had a big problem

with their marquee
summer blockbuster.

Batman Returns ended
with Catwoman's demise,

killing off her sequel
and spinoff potential.

They were actively developing
a movie for Michelle Pfeiffer.

With
Batman Returns printed

and ready for distribution,

the studio needed
to rewrite the ending

before it was too late.

It originally ended
with Michael,

thinks he sees
a shadow of Catwoman.

Alfred, stop the car.

But instead,
it proves to be...

It's a cat. A real cat.

And that's where
it would have ended.

But where's
the franchise in that?

They decided that they needed
to create a new ending

where you had this idea

that Catwoman could
still be alive.

All it needed was
one extra shot

and some basic visual effects.

The ending famously ends
with Catwoman.

[Chris] So you feel,
"Oh, she was there after all."

They actually released the movie
and sent out all the prints,

but then reprinted
the last reel of the film again

with this added shot at the end,

and then shipped 'em all out
to each movie theater
across the country,

and they replaced them
in the reels.

I think it cost like $250,000
or something,

but it was well worth it.

Time to go down
and bring joy to the masses.

That quarter
of a million was recouped
within hours of release.

Batman Returns went on to post

what was then
the biggest opening weekend

in movie history,

taking in nearly $47 million.

Nobody expected it to be
as successful as it was.

But even less expected
was what happened next.

There was a backlash
against Batman Returns.

It was
a total attack against kids.

We got so much criticism
for that movie

for being too dark.

But being
dark and serious was
the whole point, right?

I want to go out
and make dark and serious
Batman movies.

Did Michael Uslan
really mean this dark?

The audience reaction
was a lot more divided.

They thought it might be
a little too intense
for children.

[Uslan] Batman was
a dark creature of the night,

stalking
deeply-disturbed villains
in the shadows.

Some people were horrified.

After the lights came up,

I saw kids feeling like
they'd woke up from a nightmare.

Which brings us
to another thing
that Michael Uslan had said.

Sequels, animation,
toys, games.

Most of which will
be bought for kids.

I was actually
a little bit scared

and I have never been scared
of a movie like this before.

But then came
the unhappiest news of all.

McDonald's did not
love our movie.

McDonald's wanted nothing to do
with the version they saw

and were ready
to pull the Happy Meals.

Maybe too much leather
and whips,

that's not...
that's not good for, you know...

-
- ...kids.

The fast food chain
moved into damage control,

claiming their Batmanmerchandise was promoting

the upcoming
Batman animated series,

not the movie.

But the damage was done,

and the Catwoman spinoff
soon became collateral damage.

Um, that project came to a halt.

Michelle Pfeiffer was very,

very sad and angry to me
at a buffet once,

so that was not good.

The project
never progressed

beyond a first draft.

I got blamed for everything.

The writer always does.

Even though
Batman Returns fell

a long way short
of what Batman made,

it was
still enormously profitable.

Therefore, they wanted more.

Success, success, success.

But did
Tim Burton want more?

At that point,
Tim had signed on,

or was expected
to make a third movie.

And if Tim
was coming back,

then probably
Keaton would have too. But...

Tim has said publicly,
and certainly to me,

it became pretty clear
that they were, like, trying

to talk him out
of making Batman III.

So I don't... it was
not a tough decision

not to do a third.

It just wasn't his style.

- And so...
- Run.

-
- Like Edward Scissorhands,

Tim Burton walked away.

He had so many movies
in his head to make.

While he would go on
to produce Batman Forever,

Batman Returns would be
the final film

to carry his signature style.

In hindsight, I think it's one
of the better Batmans.

I think the movie's so funny.

It is a beloved movie,

especially among Batman fans.

But for the next film,

Warner Bros. wouldn't make
the same mistake again.

This time,
the focus would be clear.

- Are you ready?
- No one.

Toys?