"Too much power? Bruce, shame on you. No such thing."

Tim Burton's first Batman film was a story about masks, about duality. Thus he explored the different approaches two characters took: one, leading a double life, always keeping both personas running, able to flip back and forth at any given moment; and another, descending into full-blown freakish madness, never giving a look back at his previous self. For the 1992 sequel, it was only fitting to pick two more split personalities: the Penguin, who takes the freak approach (though his only other life is an alternate one, had he not been cast aside by his parents), and Catwoman, who juggles her diverse personas, thus identifying with our hero.

I would call this sequel just as good as the original. Between Burton, Danny Elfman's score, and the production design, the exact same foreboding pall hangs over Gotham City. I respect how the script wastes no time setting up Batman's character, since the first film did it so thoroughly: five minutes in, the Batsignal shines through the bay windows of stately Wayne Manor, and he's off to kick thug butt without a word.

Our new rogues gallery is just as much fun. Michelle Pfeiffer as Catwoman is impossibly sexy, a leather vision with a whip just before dominatrixes went mainstream. Her shattered, vulnerable Selina Kyle is equally impressive. Danny DeVito, almost unrecognizable as the grotesque Penguin, runs for mayor of Gotham without having to disguise his murderous psychopathy. And my personal favorite, Christopher Walken as ruthless business magnate Max Schreck (the name comes from the lead actor in Nosferatu). The fact that all his scheming and shooting is done to provide a good future for his son Chip just makes him all the more hilarious.

The romance angle shouldn't be underestimated here either. The push and pull between Batman and Catwoman takes all forms and is much more interesting and complex than Wayne's previous fling with Vicky Vale. The scene where they realize the truth about each other is set at a costume ball which they both have attended without masks (a device lifted from Labyrinth, I always thought). Their normal lives are their disguises. This mismatch is a unique spin on the Hollywood tradition of combining the private quest for love with the public quest for glory.

Michael Gough returns as Alfred Pennyworth, Bruce Wayne's butler and Batman's all-around assistant--Robin would not appear until the next film, which featured Val Kilmer in the title role because Michael Keaton refused to work without Burton. Gough, however, would continue to play Alfred in the remaining two (and much less loved) Joel Schumacher Batman films, Batman Forever (1995) and Batman and Robin (1997). Warner Brothers recently announced that a solo Catwoman feature is in pre-production with Ashley Judd in the title role, probably due to Pfeiffer's current age.

I have to say though. That part where Batman scratches the CD-R as though it's a record? LAME.

Two observations:

1. At the very beginning of the movie, there's a scene where The Penguin, as a young child, is put in a cage because of his freakish appearance. On a wire hanging just outside of the cage is a rubber ducky, which forshadows the giant rubber duck that Penguin uses to attack Gotham City later in the film. The young Penguin also manages to yank an an animal through the bars of his cage and eat it. That animal? A cat.

2. Later in the movie, the Penguin threatens to kill Max Schreck by submerging him into the same toxic filth from his company that has polluted the sewers of Gotham. Penguin makes direct note of this irony. How does Max really die though? By being electrocuted with the tazer that Selina Kyle, ne Catwoman, had stolen off of the circus gang member. If you'll recall, though, the reason that Max killed Selina in the first place was... because she discovered his nefarious plan to suck electricity from the city and resell it. A death just as poetic, then, but totally understated.

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