The storyline is pretty basic. The "Red Circus Gang," unknowly led by the "Penguin," is wrecking havoc on Gotham. Batman sets out to protect the city from this mayhem. In the meantime, three other storylines develop. In one, we see secretary Selina Kyle's metomorphis into the Catwoman. The second sees businessman Max Schreck trying to build the ultimate power plant. And in the other, The mysterious Penguin, somewhat of a cult hero to Gothamites, is running for mayor--with the help of Schreck. "Huh!?" That is exactly what I thought. This mess then progresses to a storyline in which we see the Penguin and Catwoman become allies and set out to frame Batman. Then there is the mandatory love story involving Bruce and Selina/Batman and Catwoman.

The fact that this movie has too many characters and storylines is just one of several flaws with this film. Basically, Batman is reduced to a supporting character. He has nothing going on except chasing after the Penguin and rollicking with Catwoman. Again, Keaton does a good job in the role despite what the script gives him. Pfeiffer is excellent as the Catwoman and really stands out. Along with the Joker, this is probably the only Bat-villian done right in all four movies. DeVito does a good job in the role that was written for the movie; but this is not the Penguin. His whole origin is idiotic: having been raised by Penguins in the sewers of Gotham--yeah, right. This character is way too "Burton" and just does not fit into a Batman film. And again, Batman is shown killing.

There are some good parts in this film. Again, Keaton did a good job playing a "dark" Dark Knight. The Catwoman role was written well and Pfeiffer's performance was excellent. However, I would have liked to see her as the semi-hero/cat-thief she is portrayed in the comics. The role of Alfred was expanded a bit and done quite well. The sets were good, but again, a bit too dark and awkward. The Bat-costume was an improvement from the first film.

In 1992 I was had just finished my third year coaching. I was eagerly waiting for this film all during '91-'92. So, the night of the premire in June of '92, I again stood in line for the 7pm feature. As the movie started and we got the scenes with with freaking "Pee-Wee Herman," I started to think, "something is not right here." Then as the credits rolled and the familier music started playing, I thought all might be well.

The movie immediately sucked. I thought "what the HELL?" when I saw the Red Circus Gang appear. It was stupid as hell! Then the shot of Bruce at Wayne Manor followed by Batman arriving in Gotham. This whole scene was a mess. Bizzare characters running around, Batman catching clowns on fire--just stupid. I knew then that this film was going to be a complete mess.

And this whole Penguin deal? What was up with that? Living in sewers. Being raised by Penguins. Spewing bile left and right. Plain dumb. What was Daniel Waters thinking when he wrote this garbage? On the other hand, the Catwoman was pretty damn good. Pfeiffer did a great job, although I would have prefered to see the role more closely resembling the comic version. Nevertheless, it was the bright spot of the film.

Anyway, I walked out of the theater dissatified and pissed! This was totally NOT what I wanted to see. I am sure that film-gurus and Burton fans will say that I "just don't get it." I get that it sucked. That is was not Batman. That my kids will not watch it. It SUCKED and that is why. You know, the original and the 3rd film are for adults, but I can watch them with my kids--not this one. No wonder WB decided to go a different direction with the next film.

Now, of course I bought this film when it came out on video. But I have not come close to seeing it as many times as the original and this one's sequel. As I said in my review, it was as much over-the-top Burton as the last movie was too much Schumacher. Oh well, WB got the message and made some much needed changes to the series in the 3rd film.