How Batman Returns got made: a pregnant Catwoman, a method Penguin, and a Happy Meal disaster
Tim Burton’s 1992 sequel is 34 years old today, and the story behind it, a vacuum-sealed catsuit, penguins with bodyguards, and a fast-food tie-in that cost Burton the franchise, is somehow stranger than the movie itself.
Tim Burton‘s Batman Returns came out 34 years ago this summer, and it remains the strangest big-budget superhero movie a major studio ever greenlit. A man raised by penguins in the sewer plots to drown Gotham’s firstborn sons. That’s the actual plot.
The making of it was wilder. Here’s how it came together.
Annette Bening was the first Catwoman
Before Michelle Pfeiffer ever pulled on the mask, the role belonged to someone else.
Annette Bening was cast as Selina Kyle, fitted for the costume and ready to go. Then she got pregnant with her first child by Warren Beatty and had to step away. The part went to Michelle Pfeiffer, who has said she was crushed when she first heard Catwoman was already taken, and committed to the film halfway through reading the script. Because Bening and Pfeiffer were close in build, the costume team reworked the suit they’d already built rather than starting from scratch.
It worked out. Pfeiffer’s Catwoman is, for a lot of people, the definitive screen version.
The catsuit had to be vacuum-sealed onto her
That suit is the stuff of legend, and the reality behind it is genuinely rough.
To get the wet, liquid-tight look, costumers made a full body cast of Pfeiffer and built the catsuit directly on the mold. Getting her into it on set meant dusting her down with baby powder, sealing her in, and vacuuming the air out so it clung like a second skin. Pfeiffer has said she could only stand a few hours in it before it became unbearable. At its worst, she’s described being squeezed to the point where she couldn’t breathe, move, or think.
The clawed-up, stitched-together look came from Burton picturing a calico cat coming apart at the seams. The team sculpted the stitches on and coated the whole thing in silicone to sell the shine.
And the whip was real. Pfeiffer trained to handle a bullwhip herself, and the shot of Catwoman snapping the tops off a row of mannequins was done live in a single take. Burton later told Rolling Stone she was better with it than the stunt crew.
Danny DeVito built the Penguin from the inside out
The Penguin was written for Danny DeVito before anyone made it official.
Screenwriter Daniel Waters has said that on any short list of actors who could play “short and nasty,” DeVito was the obvious pick, so he wrote the part for him and assumed the casting would follow. It did. The makeup took hours in the chair every morning, and Warner Bros. was paranoid enough about leaks that DeVito was forbidden from showing the look to anyone, his own family included.
DeVito disappeared into it. He’s told stories of staying in character between takes, demanding that real rotten vegetables get hurled at him during the Penguin’s big speech, and generally being unnerving enough that a monkey in one scene kept getting spooked, dragging the shot out across many takes. His favorite version of his own commitment: sending a crew member all the way back to his trailer mid-scene just to stir his pasta sauce.
Christopher Walken got the job by scaring the casting director
The slippery tycoon Max Shreck nearly went to a rock star.
David Bowie was Burton’s first choice, but he turned it down to appear in Twin Peaks: Fire Walk with Me. The part instead went to Christopher Walken, on a recommendation from veteran casting director Marion Dougherty. The often-told version of the story goes that when Burton asked Dougherty why Walken, she told him it was because that man scared the hell out of her. That was the whole pitch, and it was enough.
The penguins had a refrigerated trailer and round-the-clock security
Burton wanted real birds wherever he could use them.
The production kept a colony of king and African penguins, housed on a chilled set with their own swimming pool and 24-hour security. The Penguin’s marching army was a blend of those live birds, performers in fiberglass suits, animatronic puppets, and early CGI, with handlers using a lead puppet the real penguins would follow. By most accounts the birds were comfortable enough that several paired off and laid eggs during the shoot, which did not stop animal-rights groups from objecting once they heard rockets were being strapped to penguin backs.
It was a hit, just not the size people remember
Batman Returns opened to $45.7 million, a record for its time, and held the top spot for three straight weeks.
Where the numbers get fuzzy in the retelling is the total. The film finished around $162.8 million domestically and roughly $269 million worldwide, against a budget in the $80 million range. A clear success, but a notable step down from the 1989 original, and the gap mattered to a studio that had expected another all-time blockbuster.
A Happy Meal got Tim Burton fired
Here’s the part that still stings.
The movie was too dark for a lot of parents, and McDonald’s had built a cheerful Happy Meal tie-in around it, cups and toys aimed at kids who were now coming home rattled by a bleeding, monkey-biting Penguin. The complaints piled up, the promotion turned into a public-relations mess, and Warner Bros. decided the franchise had to get friendlier.
So Burton was eased out of the director’s chair and bumped up to producer, and Joel Schumacher took over for Batman Forever.
Out went Burton’s plans: a returning Pfeiffer Catwoman, Billy Dee Williams finally becoming Two-Face, Marlon Wayans as Robin. In came neon, ice puns, and eventually the bat-nipples.
The weirdest, most personal Batman movie a studio ever paid for succeeded just enough to make sure they’d never try it again.
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Article compiled and edited by Derek Gibbs (entertainment editor) and the Clownfish TV newsroom.
Hat Tips:
The Hollywood Reporter (Batman Returns at 25 retrospective), verified for Pfeiffer’s account of Bening’s casting and pregnancy, the vacuum-sealed costume, and the cast’s set stories
TheWrap and Yahoo Entertainment (2017), verified for the body-cast costume construction, the calico-cat stitching, and Burton’s quote on Pfeiffer’s whip work
Entertainment Weekly, via AOL, verified for DeVito’s own in-character and pasta-sauce set stories
Box Office Mojo and ScreenRant, verified for the $45.7 million record opening, the ~$162.8 million domestic and ~$269 million worldwide totals, and the comparison to the 1989 original
We Minored in Film and CBR, verified for the McDonald’s Happy Meal backlash and Burton’s replacement by Joel Schumacher, along with the abandoned sequel plans





