Plot
In Gotham City, a wealthy couple (Paul Reubens and Diane Salinger) throw their deformed infant son into the sewer; the boy survives, however, and is found by a flock of penguins. Thirty-three years later, the child, Oswald Cobblepot (Danny DeVito), resurfaces as a criminal, the Penguin, who kidnaps millionaire industrialist Max Shreck (Christopher Walken). With evidence of his corporate crimes, Cobblepot blackmails Shreck into helping him leave the sewers to become part of Gotham's elite. The Penguin arranges for the Mayor's child to be kidnapped, whom he then "rescues" in order to set himself up as a heroic figure.

Late one night, upon returning to his office, Shreck surprises his secretary Selina Kyle (Michelle Pfeiffer), in the course of her preparation for a meeting with Bruce Wayne (Michael Keaton) regarding Shreck's proposed power plant. While innocently pulling relevant documents, Selina accesses Shreck's protected files, uncovering compromising information, revealing that the plant will drain Gotham's power supply. Realizing Selina knows too much, Shreck pushes her out of a window, leaving her for dead on the ground many stories below. Selina survives the fall after being revived by alley cats. She returns to her apartment, then suffers a psychotic break and reinvents herself as Catwoman, a catsuit-clad burglar dedicated to getting revenge on her boss.

Shreck then hatches a plan to recall Gotham City's current mayor (Michael Murphy) and elect the Penguin in his place, in order to cement his control over the city and complete his power plant project. The Penguin's gang of circus performers cause chaos around Gotham to create bad press for the Mayor. Meanwhile, Bruce's alter-ego Batman tries to defend Gotham from Catwoman and the Penguin's gang.

Selina falls in love with Bruce, a situation complicated by Catwoman's teaming with the Penguin in an effort to rid Gotham of Batman. They kidnap The Ice Princess (Cristi Conaway), a woman chosen to turn on the Gotham Christmas Tree lights, and frame Batman for the crime. Finding The Princess balancing precariously on the ledge of a high building, Batman tries to save her, but to no avail; the Penguin unleashes an umbrella full of bats which frighten The Princess into plunging to her death, and makes it look like Batman killed her. When a shocked Catwoman rejects his advances, the Penguin tries, unsuccessfully, to kill her. When Batman returns to the Batmobile, he finds that the Penguin has sabotaged it; as the Penguin takes the Batmobile on a remote-controlled rampage through Gotham, he gloats about fooling the entire city. Batman ultimately escapes the Penguin's trap, however.

When Bruce exposes the Penguin's plans to dupe Gotham, thereby ruining his election chances, the Penguin initiates a plan to murder all of Gotham's first-born sons by kidnapping and taking them into his lair to drown them in a pool of water that has been contaminated with Shreck's toxic waste. He personally attempts to take Max's son, Charles "Chip" Shreck (Andrew Bryniarski), but agrees to take Max instead. Batman foils the Penguin's large-scale infanticide scheme, whereupon the Penguin then decides to launch missiles around Gotham using mind-controlled penguins. However, Batman is able to jam the frequency used to control the penguins and has missiles launched at the Penguin's base. Batman confronts the Penguin, which culminates in the Penguin falling into the toxic waters in his lair.

Batman tries to persuade Catwoman to turn Shreck over to the police, even unmasking himself in the process, but Shreck draws a gun. Catwoman claims that she still has six of her nine lives left, and remains standing after Shreck shoots her four times. Catwoman uses a taser to cause an explosion, electrocuting Shreck and apparently sacrificing herself (using up her "eighth life"). The Penguin then emerges from the toxic water and tries to kill Batman, but he succumbs to his wounds. His penguins then take his body into the sewer waters as a final resting place.

Later, Bruce is being driven around the city at night with butler Alfred Pennyworth (Michael Gough) and thinks he sees Selina's shadow on a wall. Alfred stops the car, and Bruce finds a cat, which he takes with him and leaves. As the Bat-Signal lights up the night sky, a silhouette of what appears to be Catwoman is seen gazing at it.

Critical reception
Based on 53 reviews collected by Rotten Tomatoes, 79% of reviewers enjoyed the film, and the consenus: "Director Tim Burton's dark, brooding atmosphere, Michael Keaton's work as the tormented hero, and the flawless casting of Danny DeVito as The Penguin and Christopher Walken as, well, Christopher Walken, make the sequel better than the first."

Janet Maslin in The New York Times thought that "Mr. Burton creates a wicked world of misfits, all of them rendered with the mixture of horror, sympathy and playfulness that has become this director's hallmark." She described Michael Keaton as showing "appropriate earnestness", Danny DeVito as "conveying verve", Christopher Walken as "wonderfully debonair", Michelle Pfeiffer as "captivating... fierce, seductive", Bo Welch's production design as "dazzling", Stefan Czapsky's cinematography as "crisp", and Daniel Waters's screenplay as "sharp."

Peter Travers in Rolling Stone wrote: "Burton uses the summer's most explosively entertaining movie to lead us back into the liberating darkness of dreams." He praised the performances: "Pfeiffer gives this feminist avenger a tough core of intelligence and wit; she's a classic dazzler... Michael Keaton's manic-depressive hero remains a remarkably rich creation. And Danny DeVito's mutant Penguin—a balloon-bellied Richard III with a kingdom of sewer freaks—is as hilariously warped as Jack Nicholson's Joker and even quicker with the quips."

Desson Howe in The Washington Post wrote: "Director Burton not only re-creates his one-of-a-kind atmosphere, he one-ups it, even two-ups it. He's best at evoking the psycho-murky worlds in which his characters reside. The Penguin holds court in a penguin-crowded, Phantom of the Opera-like sewer home. Keaton hides in a castlelike mansion, which perfectly mirrors its owner's inner remoteness. Comic strip purists will probably never be happy with a Batman movie. But Returns comes closer than ever to Bob Kane's dark, original strip, which began in 1939." He described Walken as "engaging", DeVito as "exquisite" and Pfeiffer as "deliciously purry."

Todd McCarthy in Variety wrote that "the real accomplishment of the film lies in the amazing physical realization of an imaginative universe. Where Burton's ideas end and those of his collaborators begin is impossible to know, but the result is a seamless, utterly consistent universe full of nasty notions about societal deterioration, greed and other base impulses." He praised the contributions of Stan Winston, Danny Elfman, Bo Welch and cinematographer Stefan Czapsky, and in terms of performances, opined that "the deck is stacked entirely in favor of the villains", calling DeVito "fascinating" and Pfeiffer "very tasty."

Conversely, Roger Ebert of the Chicago Sun-Times gave the film two stars, writing: "I give the movie a negative review, and yet I don't think it's a bad movie; it's more misguided, made with great creativity, but denying us what we more or less deserve from a Batman story. No matter how hard you try, superheroes and film noir don't go together; the very essence of noir is that there are no more heroes." He compared the Penguin negatively with the Joker of the first film, writing that "the Penguin is a curiously meager and depressing creature; I pitied him, but did not fear him or find him funny. The genius of Danny DeVito is all but swallowed up in the paraphernalia of the role."

Jonathan Rosenbaum called DeVito "a pale substitute for Jack Nicholson from the first film" and felt that "there's no suspense in Batman Returns whatsoever". Batman comic book writer/artist Matt Wagner was quoted as saying: "I hated how Batman Returns made Batman little more than just another costumed creep, little better than the villains he's pursuing. Additionally, Burton is so blatantly not an action director. That aspect of both his films just sucked."

Ty Burr in Entertainment Weekly gave the film a B-; he wrote that "Burton still hasn't figured out how to tell a coherent story: He's more interested in fashioning pretty beads than in putting them on a string.... Yet for all the wintry weirdness, there's more going on under the surface of this movie than in the original. No wonder some people felt burned by Batman Returns: Tim Burton just may have created the first blockbuster art film."