Batman Returns



"Batman: You're not the Mayor. The Penguin: Things change. [...] You don't really think you'll win, do you? Batman: Things change."

The first sequel to Batman, which was still a hit, but mainly in terms of box office, not The Merch. Like its predecessor, it was directed by Tim Burton and starred Michael Keaton as the eponymous crime fighter.

Three villains: Oswald Cobblepot/The Penguin (Danny DeVito), Selina Kyle/Catwoman (Michelle Pfeiffer), and Max Shreck (Christopher Walken). Between the first two and Batman, there's plenty of psychological dysfunction and Nightmare Fuel to go around.

While Returns was a substantial hit, many parents, critics, and whatnot objected to the grim, fetishistic, downbeat film. (the marketing was a major cause of this problem, attracting too many families with children). Tim Burton was no longer interested in directing, so Warner Bros. decided not only to bring in a new director -- Joel Schumacher—but to make the subsequent films with less gruesome violence and freaky things in favor of an overall more upbeat, colorful approach. Burton was a producer in name only for Batman Forever and - luckily for him - had no involvement whatsoever in Batman and Robin.

As alluded to above, this film was aggressively merchandised, with the characters appearing on everything from posters to beach towels. It also inspired a beautifully illustrated one-shot comic adapted by DC Comics editor Dennis O'Neill (with a cover painting by longtime Star Wars artist Dave Dorman) and two novel adaptations - one a more innocent and adventurous treatment by Andrew Helfer and the other a much more cynical version by Craig Shaw Gardner. For the sake of thoroughness, tropes based on the comic and the two novels will be allowed on this page as well.

"The Penguin: You flush it, I flaunt it!"
 * Absurdly Spacious Sewer: Young Oswald Cobblepot drifted through some rather large storm drains in his carriage as a child, before being found by some penguins. Several more scenes take in the icy storm drains under Gotham, and it's also apparent the Penguin had scavenged through sanitary sewers to get the material needed to blackmail Max Shreck. In the videogames on the Genesis, the penultimate stage is usually set in Gotham's sewer systems where Batman battles the Red Triangle Gang in sewage, and the toxic waste seemingly created by Max Shreck serves as a hazard.

"Shreck: So he survived. What's the worry? Penguin: He didn't even lose a limb! An eyeball! Bladder control!"
 * Actor Allusion: Christopher Walken plays a light-haired Corrupt Corporate Executive named Max. His full name is also a reference to Max Schreck, who played Count Orlok in the classic silent movie Nosferatu.
 * Adaptation Dye Job: Selina Kyle has black hair in the comics; but, since Michelle Pfeiffer is blonde, so is this version of Selina.
 * This version was even carried over to Batman the Animated Series, produced only a short time after the movie's debut, to capitalize on its popularity.
 * Alas, Poor Villain: After being knocked through a skylight window and nearly drowning, and then weakly emerging from the Arctic World pool burned, bleeding, and literally vomiting up toxic waste,
 * All Part of the Show: When a gigantic red-and-green Christmas gift box appears on the bridge overlooking Gotham Plaza, the Mayor assumes that it's another one of Max Shreck's publicity stunts; after all, he had just said "I wish I could hand out world peace, and unconditional love, wrapped up in a big bow." Hilarity Ensues after the Mayor quietly compliments Shreck on the gimmick and Shreck confirms that he had nothing to do with it.
 * Alpha Bitch: The depiction of the Ice Princess, at least in the shooting script. One scene that was filmed but ultimately cut showed her tearing through Gotham Plaza amidst all the gang violence and shoving an old woman to the ground so that she'd get trampled instead! But these character traits are softened in the finished film, so the Princess just comes off as Spoiled Sweet.
 * Ambiguously Jewish: The Penguin was suspected of being this by a few particularly touchy Jewish groups, owing to his short stature, hooked nose, Moses-like upbringing, and fondness for fish. And according to her tombstone, his mother's name was "Esther" (an exiled Hebrew queen from the Old Testament). Paradoxically, however, the tombstone was also topped by a huge Christian cross which gets a long, lingering closeup as part of the movie's rather unsettling biblical imagery - but, in what may or may not be a significant twist, Penguin can't bring himself to look upon it.
 * A New York Times critic saw anti-semitism in the "Jewish sounding name" of Max Shreck, without explaining how we tell "Jewish-sounding" names from "German-sounding" ones.
 * Anachronism Stew / Retraux: The machines, vehicles, and weapons of Gotham City are all modern, but the clothing worn by most of the characters strongly suggests the late 1940s or even earlier, including the Red Triangle Gang. It would all probably qualify as Retro Universe if there weren't so many jarring references to then-contemporary things, such as Ted Bundy and The Love Connection.
 * An Asskicking Christmas
 * Anger Montage: Selina's breakdown takes the form of her trashing her apartment.
 * Animal Motifs: Very, very prominent and comprising a significant part of the movie's symbolism.
 * The Bat: Bruce Wayne / Batman loves darkness, shrouds himself in mystery, and instills fear in others.
 * The Cat: Selina Kyle / Catwoman can be both cuddly, gentle and tempting—as well as moody, violent and downright mean.
 * The Penguin: Oswald Cobblepot / Penguin is grotesquely misshapen, clumsy and can't help but solicit sympathy—even if he's a bad guy.
 * Arson, Murder, and Jaywalking:
 * Surrounded by Penguin's thugs on the street, Batman's point of view shifts from a clown with a bazooka, to one with some nunchuks, to one with some impossibly long katana blades....to a grown woman in a "Little Bo Peep" style outfit and a little poodle with a pink bow in its fur. The lady and her poodle prove to be the most dangerous of the bunch.
 * After Penguin's plan to rig the Batmobile into a screaming metal death trap failed, he complains that he wasn't able to kill Batman much less injure him.

"Catwoman: Bruce... I would love to live with you in your castle... forever just like in a fairy tale... (scratches Batman's face) But I just couldn't live with myself, so don't pretend this is a happy ending!"
 * Asshole Victim: . Oh, and that mugger in the alley.
 * Badass Bookworm: As violent, sociopathic gang members go, the Red Triangle Gang also has some damn good mechanics.
 * Beautiful All Along: Dowdy secretary Selina Kyle goes through a near-death experience, trashes her apartment, and stitches together a vinyl suit to become the evil and sexy Catwoman..
 * Big Bad Ensemble: Penguin and Catwoman both have largely separate agendas, and work together only briefly. Original character Max Shreck actually manages to hold his own against both of them; in fact, they fight, manipulate, ally and betray each other as much as they do against Batman himself.
 * Big No: Selena Kyle, after coming home from a near-death experience and listening to her messages of her demanding mother and annoying beauty sales.
 * Well it doesn't help that the latter was endorsed by the company, whose head just threw her out the window. Specifically, that it talked about how after she tried the pitch's perfume, her boss would want to arrange 'a private meeting for two...'
 * Bitch in Sheep's Clothing: Max Shreck is a male example.
 * Bittersweet Ending: The ending, which is lampshaded:

"News Reporter: Penguin, over here! Penguin: A penguin is a bird that cannot fly! I am a man! I have a name! Oswald Cobblepot!"
 * Bow Ties Are Cool: Max Shreck always wears them with his suits, often combined with evil black gloves.
 * Break the Cutie: Poor Selina.
 * Brick Joke: Batman unwittingly finds himself playing fetch with a circus poodle... but that's not the end of the story. (See under Chekhov's Gun for more.)
 * When first appearing before Gotham:

"Skinny Clown: Great speech, Oswald! Penguin: *strike him with his umbrella* My name is not Oswald; my name is PENGUIN! I AM NOT A HUMAN BEING! I AM AN ANIMAL! COLD-BLOODED!"
 * Later, after his Engineered Public Confession:

"Selina Kyle: I heard on TV that Catwoman's thought to weigh 140 pounds. [scoffs] I dunno how these hacks sleep at night. Bruce Wayne: It's not even accurate: "Batman Blows It?!" He probably saved millions of dollars in property damage alone."
 * But He Sounds Handsome: Walking down the street, Bruce and Selina comment on the news coverage of Batman and Catwoman:

"Ice Princess: The tree lights up, and I push the button. [double-checks] No, I push the button and then the tree lights up..."
 * Call Back: At one point, Selina drops the lyric of "There'll be a hot time in the old town tonight." The Joker also used this line in the previous film, albeit under more diabolical circumstances.
 * Selina repeats the line she heard (as Catwoman), from Batman, telling it to Bruce, who repeats what he heard from CATWOMAN back to Selina, poetically reversing the line-order.
 * The Cameo:
 * Composer/frequent Tim Burton collaborator Danny Elfman makes a short appearance as one of the people throwing assorted vegetables at Penguin during his Engineered Public Confession.
 * In the teaser, Paul Reubens and Diane Salinger (both from Pee-wee's Big Adventure) appear as Tucker and Esther, the Cobblepot parents.
 * Elizabeth Sanders-Kane, Bob Kane's widow (albeit not at the time, as he would pass away in 1998), appears during the montage of the public's reaction to the Penguin's new found fame. She says the line "He's like a frog who became a prince!"
 * Camp: Okay, the movie is dark overall, but the people saying the later movies were much more campy than this apparently slept through the scene involving an army of rocket-armed penguins marching down the streets of Gotham via mind control. Most of the stuff involving Penguin is a kind of Grotesque Camp.
 * Carnival of Killers: Delightfully, the Red Triangle Circus Gang are a literal example, as they employ a bewilderingly diverse array of weapons.
 * Cats Have Nine Lives: The Movie of the trope. The Catwoman believes she actually has nine lives.
 * Chased by Angry Natives: Batman, after he is framed for murder.
 * Chekhov's Gun:
 * The stungun that was taken off the clown that took Selina hostage is later used.
 * Batman also uses a computerized, Frisbee-like Batarang on the Penguin's henchmen in the street, only for a trained poodle to leap up and catch it in its mouth. The poodle then serves as a Chekhov's Gunman, bringing the stolen weapon to Penguin so that he can knock the Ice Princess unconscious with it and then leave it behind to make it appear as if Batman were responsible for her kidnapping.
 * . "Shit! I picked the cute one."
 * Child-Hater:
 * Circus of Fear: The Red Triangle Circus in the videogames is an actual location and supposedly one of the bases of the gang, featuring dark canvas tents and runaway trains that serve as battlegrounds.
 * Clothing Damage:
 * Catwoman's costume gets progressively damaged as the film wears on; the script even refers to it as being "arousingly-tattered" at one point.
 * Perhaps something of a stretch, but when Penguin flees after being publicly disgraced, he loses his top hat. As he retreats back into the sewers and reverts to savagery, he begins to tear off his fancy clothes. By the movie's big climax, he has stripped down to his filthy long underwear again.
 * Cloudcuckoolander:
 * Selina Kyle lives in Cloudcuckooland, at least some of the time. Most notable in the scene where she leaves unclear to Bruce and Max just how severely she might be suffering from amnesia, rambling her way through irrelevant childhood anecdotes of a pregnant nun and the time she went commando at school and a boy peeked up her skirt. And where, oh where, did the "dirty limerick" idea come from? The amnesia scene may have been Selina employing Obfuscating Stupidity to taunt Shreck.
 * Penguin also displays this trait, especially when running for mayor. When asked for a platform, he proposes fighting global warming by introducing "global cooling" to "make the world a giant icebox."
 * Shreck, too, was one in the shooting script and official comic adaptation. At one point, he jokes that there might be carnivorous reindeer roaming the city streets after dark.
 * Composite Character:
 * The Penguin of this film actually has more in common (a suspiciously lot more) with Killer Croc than he does the Penguin of the comics.
 * Catwoman's nine lives and multiple personality disorder are more reminiscent of Bat-villains Catman and Two-Face, respectively.
 * Catwoman perhaps most closely resembles the Golden Age incarnation. Like in the movie, Selina Kyle was once an introverted blonde (like in Batman #35 and #39) woman who after surviving crash, became Catwoman by releasing her formerly repressed inner-self and all her inhibitions. The ambiguity about Catwoman's nine lives comes from 1946's Batman #35. And often during the Golden Age, Catwoman was portrayed making plans while lying on the bed with a cat on her side.
 * Corrupt Corporate Executive: Max Shreck. He sucks the life out of Gotham like a vampire, as he constructs unsafe buildings or dumps toxic waste into the environment. He has also murdered several people in cold blood, and plans to create a power plant in Gotham so he can drain electricity from its power grid and stockpile it for profit.
 * Continuity Nod: Vicky Vale is mentioned on two occasions. Bruce tells Selina about her during their date. Then, a few scenes later, Bruce calls out Alfred for letting her into the Batcave.
 * Crapsack World: Gotham City in this movie is an impossibly horrific Crapsack World where a white-collar criminal fixes the political process, women can be killed at will with no consequences, the citizenry are fickle and stupid, and the police (who are apparently completely incompetent) rely on an elitist vigilante to brutally punish even the most minor of crimes. Seriously, one is left with the impression that if Heath Ledger's version of the Joker from The Dark Knight would be happier here than that movie's world. In this world those two ferries
 * Creepy Monotone: The Poodle Lady (the Penguin's chief moll) speaks in one as she's counting down to the destruction of Gotham City by penguin-launched missiles - and in a weird Germanic accent for good measure.
 * Dating Catwoman: What else did you expect from a Batman movie with Catwoman in it?
 * Dark Action Girl: Catwoman.
 * Dark Is Not Evil: Subverted. The Penguin manages to pass himself off as this, but if anything he's actually several magnitudes more monstrous than he looks like.
 * Darker and Edgier: Although The Penguin plots murders only to further his agenda or for revenge, rather than "just for fun" in the case of the Joker, the movie still comes off as much more moody, depressing, violent and pessimistic. The film portrays both superheroes and supervillains as tragic figures, tormented by loneliness and teetering on the brink of complete madness. The sexual imagery in the sequel is noticeably more kinky, even if (unlike the first film) nobody actually has intercourse. And, unlike its predecessor, this one wraps up with a Bittersweet Ending (see above entry).
 * Craig Shaw Gardner's novelization is darker still, especially in his description of the Gotham Plaza attack scene, with mental images of people getting killed when they are run over by the Red Triangle Gang's motorcycles or trampled by the panicked crowds. And then there is a hint he drops several chapters later that.
 * Death-Activated Superpower: Apparently how Catwoman is "born".
 * Death by Secret Identity: Once Max finds out who Batman is, it's not long before he lights up like a Christmas tree.
 * Determinator: Catwoman. She may not be the strongest character in the movie, but she is undoubtedly the toughest. This is proven at the climax of the film, when . "Badass" doesn't even begin to cover it. She doesn't even care if she dies at all!
 * Do I Really Sound Like That?: Catwoman was shocked when Penguin accuses her of "sending mixed signals."
 * The Dragon: He doesn't have many lines, but the Organ Grinder (Vincent Schiavelli) is implied to be this to The Penguin in his few scenes. The Poodle Lady is another possible candidate, especially after the OG gets captured by Batman.
 * Dressed All in Rubber - Catwoman's PVC catsuit. Meow.
 * Dumb Blonde: The Ice Princess. Even before her Too Dumb to Live moment below, we see her in her dressing room mentally rehearsing for the tree-relighting ceremony, apparently trying to wrap her mind around the invention of the light switch.

"The Penguin (recording): HEY JUST RELAX! I'LL TAKE CARE OF THE SQUEALING, WRETCHED, PINHEAD PUPPETS OF GOTHAM! (SQUAWKING LAUGHTER) The Penguin: (aside to Shreck) I didn't say that. The Penguin (recording): YOU GOTTA ADMIT! I'VE PLAYED THIS STINKIN' CITY LIKE A HARP FROM HELL! (SQUAWKING LAUGHTER)"
 * Again, this is for a tree-relighting ceremony: She's already done this once before!
 * She also seems to be ignorant of who The Penguin really is when he first meets her, despite all the attention he received for "saving" the mayor's baby/his tragic backstory, as well as for his unusual mayoral campaign.
 * Dysfunction Junction: Every last person in Gotham is bonkers, from the normal citizens to the villains.
 * Elaborate Underground Base: The Penguin's base underneath the abandoned and creepy Arctic World zoo. Among other things, it has large pools of water, some storing toxic waste, many seats, a large dining table, and a huge air conditioning unit.
 * Enemy Mine: The Catwoman and The Penguin reconcile their differences to fight Batman. But.
 * Engineered Public Confession:

"Fat Clown: Killing kids? Uh, Penguin, isn't that a little... Penguin: No. BANG! It's a lot!"
 * Even Evil Has Loved Ones: While his Red Triangle carnies are kidnapping the rest of Gotham's first-born sons, the Penguin crashes Max Schreck's party to personally kill Max's own son. Max protects Chip by pointing out to the Penguin that he was the one who played the Penguin for a sap, and that he's the one the Penguin should logically kill. The Penguin grudgingly admits Max has a point, and takes him instead of Chip.
 * Even Evil Has Standards: One of the Red Triangle Gang's clowns is shocked by the Penguin's plan to kill children:

"I don't know about you, Miss Kitty, but I feel so much yummier..."
 * Everyone Calls Him "Barkeep":
 * The mayor of Gotham City, despite being a reasonably important character, is never referred to as anything other than "Mr. Mayor." (In the original script, his name is "Roscoe Jenkins.")
 * The Ice Princess is nameless as well. Even in the official media report of her kidnapping, nobody calls her anything else.
 * Everyone Join the Party: The Red Triangle Gang is almost two dozen strong when they threaten celebrating Gothamites at the tree-lighting ceremony, but when Batman shows up he manages to kill or incapacitate about a third of them. Then we see them regroup at Penguin's Arctic World hideout, and they've been whittled down to the single digits. By the time Penguin relocates to an abandoned office building that Shreck kindly provides him, the gang is small enough to huddle together in one corner of the room. But the next time they go out to the streets to riot, they've apparently been joined by at least a dozen or so new members, all of them costumed in the appropriate circus motif. For the rest of the movie, the gang then tends to fluctuate in size depending on Penguin's surroundings and whether his schemes are succeeding.
 * It's more likely that those seen in the hideouts are the key members and lieutenants of Penguin, and those appear whenever they commit crimes are the footsoldiers who remain somewhere else. At the end of the movie, the only ones left to abandon Penguin when Batman is coming are Poodle Lady, Thin Clown and a handful of acrobats after Batman cleaned up most of them earlier.
 * Everything Is Better With Penguins: Hooooooo boy. Let's just say that and leave it there.
 * Evil Counterpart: The three antagonists represent the dark opposite of Batman's personas:
 * The Penguin = The orphaned "freak".
 * Catwoman = The masked vigilante.
 * Max Schreck = The billionaire public figure.
 * Evil Makeover: Selina Kyle's transformation into Catwoman, coupled with Evil Is Sexy and Evil Feels Good:

"Bruce: Who the hell are you? Selena: (in tears) I don't know... I don't know anymore."
 * Exactly What I Aimed At: Batman does this with a Bat Grappling Hook to the clown who takes Selina at stungun-point.
 * Executive Meddling: See below -- What Could Have Been.
 * Extra! Extra! Read All About It!: "Today's issue-- the latest penguin sighting! Man or myth?" If you pay attention you'll notice that after a little while the (grown-up) newsboy lowers the price of subsequent issues.
 * Failed Attempt At Drama: Rare non-comedic example.
 * The Farmer and the Viper: Played with, as the Penguin's heart does soften a bit (or, at least, gets purged of its usual misanthropy for a time) after the people of Gotham show kindness toward him and try to elect him mayor. Ultimately played straight: he returns to his evil ways after being rejected, and this time his homicidal rage is even greater.
 * Fat Bastard:
 * Subverted with the Fat Clown. He nervously questioned the Penguin's plan for kidnapping and drowning the children of Gotham, and unfortunately was shot dead by the Penguin himself for doing so.
 * And then there's the Penguin, who steadily loses sympathy as time goes.
 * Faux Action Girl: The Poodle Lady (a grown woman in an "innocent" pink shawl and skirt) stares Batman down coldly during a street fight, but in the end lets her faithful dog engage in the actual combat.
 * Faux Affably Evil: The Penguin in spades, when he successfully wins the towns sympathy vote (and starts to win their actual votes) and presents himself as a miserable victim of fate's hand, who nonetheless is willing to forgive the parents who abandoned him and expresses despair and outrage at the devastation caused by the Red Triangle gang. It's complete bunk and in private he is every bit the petty, vindictive, murderous, depraved, psychotic, hideous monster he looks like. He only put his Evil Plan to murder all the first born children of Gotham on ice because Shreck offered him the chance to be a Villain with Good Publicity, and when both those schemes are foiled by Batman he goes so berserk that he tries to destroy the entire city, just to avenge his own crappy life.
 * Five-Bad Band:
 * Big Bad - The Penguin
 * The Dragon - The Organ Grinder
 * The Brute - The Tattooed Strongman
 * The Evil Genius - The Thin Clown
 * The Dark Chick - The Poodle Lady
 * Sixth Ranger Traitor - Max Shreck
 * For Halloween I Am Going as Myself: An inversion, Bruce and Selina meet at a party as "regular people" and end up discovering each other's Secret Identity. ("Ingenious costume. Let me guess: trust-fund goody-goody?") In their minds, "Batman" and "Catwoman" are their true identities, with "Bruce Wayne" and "Selina Kyle" being the real costumes.
 * Fractured Fairy Tale: We have a knight (Bruce), a maiden (Selina), a wealthy lord (Max), and a dragon (Oswald). And they are all deconstructed. Lampshaded in Catwoman's final speech.
 * Freak-Out: Selina's transformation into Catwoman.
 * Gang of Hats: The Penguin's Red Triangles, who, because the laws of screenwriting demand it, dress up every day in "old-timey," Victorian-era circus costumes. Seriously. It's as if Hamas had a "children's birthday party" faction. Their weapons vary, as normal clowns utilize blades, nunchaku, and machine guns, while some performers use objects they would use in the circus, like firebreathers and jugglers using torches, The Sword Swallower using his shortsword, or the The Knifethrower Dame using her knives. Others are more outlandish, such as the Organ Grinder's gatling gun disguised as a big music box, or a clown strapped with a cartoonish time-bomb. Lampshaded in that Bruce Wayne does research on them and learns that they once really were circus performers, and apparently didn't bother to change their costumes after taking up a life of crime. Hamas really does have a "children's birthday party" faction. As described here.
 * Gilligan Cut: "Our police have the situation well in hand!"
 * The Mayor also has the audacity to proclaim "Last night's violence will never happen again!" - one second before his infant child is kidnapped.
 * Girl of the Film: Selina Kyle.
 * Glass-Shattering Sound: When Catwoman gets dropped through the roof of a greenhouse, she sits up in a daze and lets out a scream that shatters all the glass.
 * Gosh Dang It to Heck: When Selina realizes that Max has left his speech for the tree-lighting ceremony up in his office, all she can think to say is a very calm "Oh, darn." Her language does get cruder as the film goes along.
 * Go Through Me: When the Red Triangle Gang comes looking for Max in the beginning, his son Chip bravely stands up to them and says, "You'll have to go through me!" Subverted when the clowns all pull out an assortment of blades and machine guns with an "Ooooooh!"
 * Grenade Tag: Batman.
 * The Grotesque: The Penguin's plan for revenge on Gotham involves appearing to be merely this.
 * Hammerspace: Averted. To some viewers, it might appear as if Catwoman pulled that tazer from nowhere in her climactic scene. But if you look down at her left foot while she's walking, you can see the tazer strapped down there. She reaches down and pulls it out after she's been hit by the second pair of bullets, and is saying "All good girls go to heaven...".
 * Hand Wave: Literally—Shreck introduces the Penguin to his campaign staff for a mayoral run. The Penguin asks him "Elections happen in November; is this not late December?" Shreck waves his hand and says, "Don't worry about it." After all, it wouldn't be the first time a sitting public official was removed from office.
 * Shreck does mention to the mayor early in the film that he has enough signatures to force a recall election, but doesn't have an issue or a candidate to justify one with. The Penguin provides both of these, by using his gang to make the mayor appear soft on crime, and endearing himself to the people of Gotham.
 * Hannibal Lecture: During their first meeting, the Penguin taunts Batman by suggesting that his habit of wearing a mask is a sign of his cowardice. Later on, however, he comes to believe that Batman wears a mask in order to cope with the fact that he is jealous of Penguin because "I'm a genuine freak!" Grudgingly, Batman admits that his nemesis has a point.
 * Heel Face Revolving Door: Catwoman just can't decide whether she wants to be a villain or....well, if not quite a hero, at least a sympathetic Anti-Villain. Michelle Pfeiffer herself said in an interview that she didn't know whether her character is "a good guy" or "a bad guy". It's this complete ambiguity that largely makes this movie feel darker and more adult and unsettling than even The Dark Knight Saga.


 * He Knows Too Much: Max tries to kill Selina for finding out too much about Shreck's plans for his power plant. It doesn't work, and Shreck promises to Chip that if she tries to blackmail him, he'll drop her out a higher window—meantime, he has badder fish to fry.
 * Heroic BSOD: Selina suffers one of these (complete with psychotic breakdown and terrifying music) upon returning home after Shreck threw her out the window.
 * Hidden Depths: It's interesting that even the most unsympathetic bad guy in the film, Max Shreck, occasionally has moments when his most secret impulses rise to the surface, making him out (at least sometimes) to be more of an Anti-Villain than a Complete Monster. There's his impromptu speech to the crowds at the Christmas tree-lighting ceremony, right after throwing gift-wrapped packages to some of the spectators, which is undoubtedly manipulative but still has some truth to it: "I'm just a poor schmoe. Got lucky. And sue me if I want to give some back." And later, when he is meeting with Bruce Wayne in his office and Bruce accuses him of riding the coattails of a "crime boss" (The Penguin): "Shows what you know, Mister To-The-Manor-Born-With-A-Silver-Spoon. Oswald Cobblepot is Gotham's new golden boy. If his parents hadn't eighty-sixed him, the two of you might have been bunkies at prep school." There is clearly a trace of resentment and poignancy in Max, as he suspects that maybe if he'd had wealthy parents too, he wouldn't have had to become a crook to get ahead.
 * In an early draft of the script, Max was Penguin's older brother who emancipated from his family. Thus likely losing his inheritance and has to make his own fortune the hard way.
 * He also puts his own life in danger to save his son.
 * Hoist by His Own Petard: The Penguin appears to have the Mayoral race in the bag, until Wayne & Alfred broadcast his previous rants over the loudspeakers.
 * Later,
 * It's a double Hoist by His Own Petard if you remember that.

"Fat Clown: Killing sleeping children. Isn't that a little...err...? Penguin: (BANG!) No, it's a lot!"
 * Hot Amazon: Catwoman. (The Penguin's circus girls might also qualify. In Gardner's novelization, Max Shreck even ogles one of them during the plaza attack scene, and it's mentioned that he'd be imagining what she looked like naked if he wasn't so terrified of her.)
 * Hot Dad: Max Shreck, who is quite Pretty Boy-like for a man old enough to have a twentysomething son. He even gets an  French kiss from Selina at the climax - though he doesn't enjoy it.
 * Humiliation Conga: One thing after another goes wrong for the Penguin during the movie's last act, until Batman has all but destroyed his hideout. Shreck gets an even worse conga, complete with a Karmic Death.
 * I Am the Trope: "I am the light of this city - and I am its mean, twisted soul."
 * I Broke a Nail: Parodied. Catwoman snaps one of her claws off on Batman's body armor (ruining it), picks it up, stares at it, and says "Damn."
 * If You Kill Him You Will Be Just Like Him: Discussed and then subverted, or at least defied. Selina presents a handgun to Bruce while they are dancing at the Christmas Eve party and makes clear that she wants to assassinate Max Shreck. Bruce frantically snatches the gun away from her, but before he can say anything she lampshades this very trope by pointing out that it would be good for the city if Shreck were killed - and that, despite his "Santa Claus" benefactor gimmick, everyone secretly knows Shreck to be a Devil in Plain Sight and wishes he were dead, but only Selina is willing to actually go through with the murder, or to threaten to do so.
 * Later explicitly suggested when Selina tears off her mask during her final confrontation with her former boss, revealing that her hair has become very wild and Shreck-like.
 * Insistent Terminology: Selina insists on people calling her an "executive assistant", rather than a secretary. Finally, during her date with Bruce at the manor, she resignedly admits, "Secretary."
 * Iron Butt Monkey: Selina takes this to such extremes that she becomes heroic: pushed out a window to the street below. Burned on the arm by a vial of acid and sent plummeting down into a truck full of sand. Nearly strangled by one of the Penguin's umbrellas and sent crashing through the roof of a glass greenhouse, which rips her costume to shreds. And finally shot four consecutive times in the stomach. But all this just makes her angrier and crazier than before, to the point where (apparently) nothing can kill her.
 * Ironic Echo: See Under the Mistletoe, below.
 * Jabba Table Manners: The Penguin clearly displays these while gobbling down a raw fish.
 * Jerk Jock: Chip Shreck, at least in the shooting script. In the film itself, he's more a case of Daddy's Little Villain.
 * Karmic Death:
 * Kick the Dog: When the Fat Clown objects to his crossing of the Moral Event Horizon, Penguin simply takes out a revolver and shoots him.

"Catwoman: Two lives left... I think I'll save one until next Christmas. But in the mean time... (Turns the gun on) How 'bout a kiss, Santy Claus? ["Kisses" him]"
 * Kiss of Death: Selina, after her identity is revealed to Shreck and has two "lives" left, grabs the stun gun she picked up near the beginning of the film, puts it in between her and Max and kisses him with it, shocking the inside of his mouth.

"Penguin: Why is there always someone who brings eggs and tomatoes to a speech?!"
 * Lampshade Hanging:

"Penguin: She looked pretty scared to me!"
 * Large Ham: The Penguin, complete with Evil Laugh at times. To a lesser extent, Michelle Pfeiffer, quite composed as Selina Kyle, goes over the top as Catwoman.
 * Light Is Not Good: Max Shreck, the white-haired supposed philanthropist who tosses Christmas presents to children in a crowd and who even tries to justify many of his actions by claiming that "I am the light of this city." It's all a put-on.
 * Lone Dalek: The Penguin.
 * Looks Like Orlok: Moreso than he does a penguin, anyway.
 * Loophole Abuse: When Catwoman agrees to help the Penguin frame Batman by kidnapping the Ice Princess, she takes at face value his promise that he is going to scare the girl. Little did she suspect that he intended to scare her to death!

"Selina: I figured that your password was "Geraldo" -- your chihuahua -- and it was."
 * Love Cannot Overcome: Bruce Wayne mentions that Vicki Vale, his love interest from the first Tim Burton movie, couldn't handle being Batman's girlfriend.
 * Manipulative Bastard: Max Shreck.
 * Maybe Magic, Maybe Mundane: Did Selina die and get resurrected by cats when Max pushed her out the window, or did she survive the fall and is simply having delusions? Catwoman seems to believe that she died and has nine lives, but it is left deliberately ambiguous: all of her "deaths" in the film are survivable (her falls all have relatively soft landings, and Max shoots her four times in four non-lethal places).
 * Meaningful Name: Max Schreck, a man who plans to suck the life out of Gotham by draining the electricity and stockpiling it, shares his name with the first man to ever play a vampire on film, in Nosferatu.
 * Messianic Archetype: Addressed when Catwoman points out to Penguin that simply killing Batman would only increase public support for him ("He'd have even more power as a martyr"), and that to truly destroy him they need to turn the people of Gotham against him.
 * Miles Gloriosus: For all his tough talk, Max Shreck isn't above running away and hiding in an alley when the Penguin's gang crashes the downtown Christmas celebration. What makes his cowardice even worse is that he leaves his son standing there on the stage with multiple guns and bladed weapons pointing at his throat. Sure, it's what everyone else is trying to do, and it's what his son wants anyway....but one would have expected more dignified behavior from such an eminent public official.
 * Mood Whiplash: Done intentionally when Schreck corners Selina in his office when she accidentally discovers his power plant plans. He walks up to her menacingly and she stammers out "It's not like you can just kill me." He says "Actually, it's a lot like that." Then, he breaks a big smile and starts laughing, Selina as well, thinking Like You Would Really Do It. He does it.
 * Monster Clown: Some circus members go beyond doing harmless yet threatening acts of vandalism and terrorism, and attempt to hurt people. They include the Terrifying Clown who threatens to taze Selina Kyle, the stilted jugglers with threatening masks who burn an innocent man, and the large and imposing Strongman who knocks out a mall Santa with a toy sled.
 * Moses in the Bulrushes: Oswald Cobblepot's parents, horrified by his appearance and cruelty, put him into a basket and drop him into a river. He is then carried away by murky waters and adopted by... penguins.
 * Mythology Gag: Batman uses a frequency-jamming device to stop the Penguin's missiles, just as he did in the 1966 TV spinoff film.
 * Never Found the Body: The final shot reveals.
 * Noble Demon: Catwoman. She's a Magnificent Bitch, a coward who wins fights by cheating, and can be just as mean as the men who have persecuted her. But Selina takes no pleasure from Penguin's callous murder of the Ice Princess, admits that she loves Bruce Wayne as he loves her, and shows Max Shreck who the real coward is by defiantly coming toward him as he cringes backward and fires bullet after bullet into her body.
 * No Celebrities Were Harmed: Given his media-friendly gimmickry, outlandish hairstyle, and rough-and-tumble upbringing, it's little surprise that many viewers (both in 1992 and now) tend to interpret Max Shreck as a fictional Donald Trump. In fact, Shreck's role as a political kingmaker in this movie eerily predicted what Trump would eventually become! In a Hilarious in Hindsight moment, Shreck even gets to bellow "You're fired!" at one point.
 * Not So Different: A major theme in the movie, Lampshaded several times. Batman, Catwoman and Penguin are bitter enemies, but share many common traits (Animal Motifs, Dark and Troubled Past, loneliness and deep psychological trauma).
 * Not So Harmless Villains: Despite being clowns who once performed in a circus and kept their costumes, the Red Triangle Circus members are still menacing enough to serve as an effective terrorist army for The Penguin.
 * Oh Crap:
 * The Organ Grinder, just after he notices Batman's shadow appearing just above him in a flash of lightning.
 * The Strongman, when he notices that Batman stuffed a Looney Tunes-style time bomb in his cumberbund.
 * Max Shreck when the gun he fires at Catwoman goes turns out to not be loaded.
 * Papa Wolf: The Penguin goes ballistic after Batman has Alfred jam the frequency over which he is sending neurological commands to his pet penguins, which evidently causes them great pain. ("MY BABIIIIES!") Subverted in that he proves to be almost useless in combat.
 * Also, Max Shreck. He's a ruthless, cold blooded thug of a business man, but still loves his son. When Selina finds out the truth about his "power plant," he tries to kill her, because he views it as his legacy to leave to Chip.
 * Parental Abandonment: Disgusted by his deformity, the Cobblepots throw their son in his baby carriage off a bridge and into a river.
 * The Password Is Always Swordfish:

"The Penguin: Why is there always someone who brings eggs and tomatoes to a speech?!"
 * Pet the Dog: Penguin makes it appear this way for himself by "rescuing" the Mayor's son, which he engineered, to generate sympathy.
 * For all their faults, Max and Chip Shreck do indeed seem to care for each other, as when the Red Triangle gang comes for Max, Chip stands in the way, and tells Max to save himself, and in an echo of this scene, later on, when  comes to kill Chip, Max begs him to take him instead.
 * Plot Hole: Just how did Penguin get his hands on the Blue Prints to the Bat Mobile?
 * Plucky Office Girl: Selina, before her transformation.
 * Polar Bears and Penguins: Despite what this film seems to indicate, there are no penguins in the Arctic. Even Michael Singer's Batman Returns: The Official Movie Book got this wrong.
 * Produce Pelting: Happens to The Penguin after he's exposed for what he is by Batman via Engineered Public Confession.

"Penguin: [on recording] I played this stinking city like a harp from Hell! [rewind, replay]"
 * Psychopathic Manchild: From his juvenile sense of humor, to his adult-sized temper tantrums, The Penguin embodies this trope. For a good example, witness his murderous reaction to being turned down by Selina.
 * And both physically and in other significant ways, he comes across as an overgrown baby. He wears pajamas and a bib, is constantly spitting up, has a mobile-like umbrella with pastel children's squeeze toys hanging from it, and travels around in a giant rubber-duck bath toy.
 * Pretty in Mink: Whether the white fox trim on the Ice Princess's costume is this or Fur and Loathing is hard to tell (perhaps both).
 * Selina, too, sports a snowy white faux-fur ensemble in one scene.
 * Punch-Punch-Punch Uh-Oh: Subverted. Batman's punches don't phase the muscular Strongman, but it gives the Dark Knight time to stuff a bomb down his pants.
 * Raised by Wolves: By penguins, to be exact. With a little educational help from a gang of clowns.
 * Reactionary Fantasy: From a certain point of view, perhaps. For example, every female character in the movie gets the short end of the stick in terms of characterization. The most genuinely likable female character, the Mayor's wife, is shown doing nothing but holding a baby. All the rest are bimbos, sluts, victims, or just plain messed up in the head. Even Selina Kyle/Catwoman herself isn't immune: being a Combat Pragmatist, she falls a bit short of true Action Girl status. She also comes off as a lot more emotionally weak than Bruce Wayne/Batman.
 * Reasonable Authority Figure: Commissioner Gordon.
 * Red Right Hand: Some of the Red Triangle Gang members appear just as ugly as Penguin himself (although, unlike him, they are obviously sporting masks and face putty).
 * Refuge in Audacity: Most of the film, but the climax suitably takes the cake, when the Penguin tries to destroy Gotham City with an army of penguins.
 * Resigned to the Call: The Penguin isn't very keen on becoming Mayor of Gotham City, and only agrees to it so Shreck will help him with his own goals. It's later subverted when the Penguin decides that he could actually enjoy being the Mayor, along with all the trappings that would come with it.
 * Rewind, Replay, Repeat: Batman recorded remarks the Penguin made believing he was more or less in private, only to replay them for Gotham City. The gibberish rewind noise was there even though the recording was on compact disk. Going for a cheap laugh, Bruce even did some scratching with the disks, as if they were vinyl records.

"Penguin: My dear penguins, we stand on a great threshold. It's okay to be scared - many of you won't be coming back. Thanks to Batman, the time has come to punish ALL of God's children! First, second, third AND fourth born - why be biased?! Male and female! Hell, the sexes are equal with their erogenous zones......BLOWN SKY HIGH! FORWAAAARRDDD MARCH! THE LIBERATION OF GOTHAM HAS BEGUUUUN!!"
 * Rousing Speech: A completely insane yet awesome one, courtesy of the Penguin post-Villainous Breakdown:

"Selina: Well. The Batman... Batman: [Visible Silence] Selina: Or is it just "Batman"? Batman: [Visible Silence] Selina: Your choice, of course!"
 * Rule of Symbolism: After Penguin has initially turned down Shreck's suggestion that he run for mayor of Gotham City, he starts to retreat back upstairs to his office. Shreck tails him, catching up with him at the foot of the stairs and whispering three temptations into his ear. Penguin responds with: "You drive a hard bargain, Maxie. All right, I'll be Mayor." The two then look out the window over the city: Penguin cries "Burn, baby, burn!" and Max gets a glittery, avaricious look in his eyes. The parallels with the Gospel of Matthew, chaper 4, are eerie.
 * There's also the Moses in the Bulrushes stuff going on in the opening, along with "33 Years Later..." and the Penguin's penultimate plan to kidnap all of Gotham's first born sons and baptise/drown them in the pool of toxic waste.
 * Screw This, I'm Outta Here: Following Oswald Cobblepot's Engineered Public Confession (see above) but before he gets pelted with vegetables, Shreck and his entourage wisely (if cowardly) decide to scram. And at the end of the film, the Penguin's remaining circus mooks abandon him with Batman about to storm their base.
 * Sequel Hook: . Ultimately subverted in that the films never got around to addressing this plot point.
 * In a very early draft, a few of the Penguin's fleeing goons discuss that the Riddler is looking for hired help.
 * Shout-Out: Walken's character was named after Max Schreck, who portrayed Count Orlok in the silent film Nosferatu.
 * The masked ball at Shreck's department store features a replica of the "Red Death" costume from The Phantom of the Opera.
 * The Penguin's appearance has clearly been influenced by Dr. Caligari.
 * The Penguin's "Batarang-ploy" is referenced in the video game Batman: Vengeance—Harley Quinn hurls a Batarang at Commissioner Gordon, and Batman is immediately suspected of throwing it.
 * Shut UP, Hannibal: When Batman confronts Catwoman just as she is about to kill Max Shreck, Shreck steps forward and assures Batman that he's doing the right thing, since in sparing Shreck's life he is guaranteeing that Gotham City will not be robbed of its most influential leader. Batman promptly stiff-arms him in the face and reminds him that he's going to jail.
 * Signs of Disrepair: Selina's "HELLO THERE" sign after she smashes it.
 * Sexy Santa Dress: The outfit the Ice Princess wears.
 * Sir Not-Appearing-In-This-Trailer: Christopher Walken
 * Spiritual Successor: Arguably, to Edward Scissorhands.
 * This is the second of Tim's "Christmas Trilogy". The third is The Nightmare Before Christmas.
 * Spell My Name with a "The": Lampshaded during Selina's first encounter with Batman, after he rescues her from a tazer-happy clown.

"Batman (later Selina): Mistletoe can be deadly if you eat it. Catwoman (later Bruce): But a kiss can be even deadlier, if you mean it."
 * Split Personality: Human/animal duality and double life in general is a major theme in the movie. Bruce Wayne / Batman, Selina Kyle / Catwoman, and Oswald Cobblepot / Penguin are implied to be having serious psychological issues, up to the point of having two different personas inside their minds - one human, and the other animal. This is especially obvious with Catwoman/Selina, as she looks at her reflection at one point and asks herself "Why are you doing this?", and then later admits to Bruce that she doesn't know who she is anymore.
 * Star-Crossed Lovers: Bruce & Selina are just not destined to be, as their masked alter-egos keep interfering, what with Selina's reluctance to date Bruce because it clashes with her Catwoman-schedule, the two being unable to properly make out since they're trying to hide their battle scars from each other (and by extension, their secret identities), Bruce being freaked out by Selina's plans to murder Shreck and get revenge (which is arguably brought on by the new-found aggression of her Catwoman side), their relationship getting turned upside-down once they discover that they've been fighting against the other's alter-ego the whole time, and Selina/Catwoman rejecting Bruce at the end since she couldn't live with herself choosing such a fairy tale ending. Their duality is arguably a big part of why they're attracted to one another, but it's also why they just can't be....
 * Stockholm Syndrome: Played with. The Penguin has his gang abduct Max Shreck and then forces Max (through blackmail) to help him learn his real name and reintegrate him into society. In the Hall of Records scene, it appears as if Max has come to sympathize with Penguin's plight. ("Yes, he's a friend - of the whole city. So have a heart.") It only gradually becomes apparent that Max is actually manipulating Penguin as Penguin had tried to manipulate him, running Penguin as a mayoral candidate in order to oust the mayor that Max has been opposing from the movie's beginning.
 * Stock Subtitle: "Returns".
 * Suspiciously Specific Denial: At his business meeting with Max Shreck, Bruce Wayne makes an offhand comment about "everyone but the bandits....slacking off until New Year's." Max, who is actually stockpiling Gotham City's electrical power on the sly, blurts out: "Not sure I like the inference, Bruce." Bruce never intended to make an inference at all.
 * The Teaser: The birth of Oswald Cobblepot, and his parents' attempt to dispose of him.
 * Tension-Cutting Laughter: Found at the beginning of the film. Max Shreck, a villain, and Selina Kyle, his secretary, break out in this after Max makes like he's going to choke her to death. After the laughter subsides, he pushes her out of the 45th floor window.
 * Tempting Fate: "I wish I could hand out world peace, and unconditional love, wrapped up in a big bow."
 * Terrorists Without a Cause: Subverted in the case of the Red Triangle Gang. On the surface, they appear to fit this trope due to the observation that their acts of arson and vandalism and the bullying of innocent citizens don't appear to serve an ultimate purpose. However, all this anarchic violence does accomplish something: it humiliates Gotham City's mayor, making him appear to be soft on crime and providing a justification for the Penguin to run against him for office.
 * There Are No Police: Well, there are, but in this movie they seem to exist only to turn on the Batsignal. The police also gave chase to Batman after he was framed, and the Penguin after he shot into the crowd after a failed speech, but they didn't get close to catching either one of them.
 * Too Dumb to Live: The Ice Princess. After Catwoman takes her up to the roof of a building and disappears, Batman arrives to find the Ice Princess there alone....standing on the very edge of the roof....just begging to be pushed off.
 * Trojan Horse: The Penguin sneaks his gang into the city square by means of this tactic, with a giant Christmas present.
 * Two Xanatos Pileup: The Penguin and Max Shreck try to manipulate each other for their own ends, Shreck hoping for a mayor he can keep in his pocket so he can build his power plant, and Penguin using Shreck to gain access to the lists of Gotham's first born sons. Their schemes include using criminals to cause chaos in the streets to make the current mayor seem helpless to deal with the situation, exploiting the Penguin's origins as a Tear Jerker to get public support for him to run for mayor, and framing Batman as a kidnapper and murderer.
 * Under the Mistletoe: Which leads to an Ironic Echo:

"Penguin: We're both perceived as monsters. But somehow, you're a well-respected monster. And I am... to date... not."
 * Unholy Matrimony: Averted. The Penguin makes more than one advance towards Catwoman, but she has no physical interest in him whatsoever. When she turns down his marriage proposal, he angrily ends the partnership and tries to kill her.
 * Unresolved Sexual Tension: TONS of it between Batman/Bruce & Catwoman/Selina, what with the way Catwoman keeps sexually manipulating Batman (and it's obvious at one point that he IS into this, but obviously can't act on it since she's his opponent), and, while the relationship between Bruce and Selina fares better, the tension between remains unresolved for various reasons.
 * Vehicular Sabotage: At one point The Penguin manages to install a remote control in the Batmobile.
 * Villainous Breakdown: Penguin has a multi-tier one after the fallout of his campaign. First, he renounces his humanity and tries to kill all of Gotham's first born sons. After, Batman sends him a letter letting him know the children have been saved, he freaks out again and decides to nuke Gotham square with rocket-launching penguins. When Batman and Alfred jam the signal and his goons abandon him, he freaks out again and goes out to face Batman in the Duckmobile. He then use the penguins to bomb his own base in the slim hope he'll kill Batman along with himself.
 * Villain with Good Publicity: Max Shreck is an excellent example of this trope, so much so that he is forced by The Penguin to shape him into this as well. It works quite well for a while.

"Catwoman: You said you were going to scare the Ice Princess. The Penguin: She looked pretty scared to me!"
 * Weaponized Exhaust: During the opening battle with the Red Triangle gang, Batman uses the Batmobile's jet engine to put the torch on the Fire Breather.
 * Western Terrorists: The Red Triangle thugs fit this description reasonably well, being a Type I example (or, given their name, perhaps a Type VI example). One of them is even a suicide bomber!
 * What Measure Is a Mook?: Batman manages to restrain himself from directly killing Penguin (he leaves him to suffer a Disney Villain Death) but has no qualms about executing various Red Triangle Gang members in creatively brutal ways. What makes this even harder to take is that we get hints that at least a few of napped or runaway children who have been raised to be criminals.
 * Where Does He Get All Those Wonderful Toys?: Y'know, wait, where does Penguin get the thousand-plus penguin-scale explosive rockets and penguin mind control gear for his final assault on Gotham? Or all the electronics for hijacking the Batmobile, for that matter?
 * The original script at least did account for the Batmobile sabotage. In Daniel Waters's original treatment, the initial attack on Gotham Plaza is a lot more elaborate, with the thugs invading before the tree-lighting ceremony begins and infiltrating Max Shreck's penthouse office, taking Max, Chip, the Mayor, and Selina hostage. Batman has to fight his way up to the penthouse level to save them, in the process leaving the Batmobile behind in an alley - but forgetting to put the shields down on the car. Even more of the Penguin's thugs then approach the exposed automobile and take photographs of it (though how this would allow them to draw up a set of blueprints for the car which they could analyze for weak points, as shown in the movie and the comic adaptation, does not seem to be explained).
 * White-Haired Pretty Boy: Max Shreck, who looks pretty good for a man in early middle age (see Hot Dad above). At one point, Bruce even wonders (though not very seriously) whether Selina might have been having an affair with Max behind his back.
 * Winter Royal Lady: The Ice Princess
 * Wolverine Claws: Kind of. The Catwoman sports makeshift claws made from sewing implements. They are very long and quite painful.
 * Wouldn't Hit a Girl: Subverted when Batman targets the Poodle Lady on his batarang. Her poodle catches it and they both remove themselves from the fray. Catwoman uses this trope against Batman to get the drop on him. Batman quickly adapts and tells her to "eat floor" by their second encounter.
 * But the most striking (no pun intended) example of a subversion has to be the brutal kidnapping of the Ice Princess. The Penguin barges into her tent just as the girl has finished applying her makeup, and manages to convince her that he is really a talent scout. Then, pretending to prepare to take the faux monarch's picture, he urges her to say "Cheese!" and then throws a stolen Batarang at her face so hard that it knocks her unconscious and causes her to bleed. (We don't actually see the blood, but we do see Commissioner Gordon appearing on the news and holding up the stolen Batarang, which he says had the girl's blood on it when the police found it.) So much for Beauty Is Never Tarnished.... (On the other hand, when we next see the Ice Princess, her gash has completely healed.)
 * You Said You Would Let Them Go: While The Penguin and Catwoman were partners in the plan to kidnap the Ice Princess, Oswald hadn't told her anything about actually killing her.


 * A subversion is that Catwoman was more annoyed than upset by this. She simply didn't know. (Though it's still implied that she dislikes the idea of having the Ice Princess Stuffed Into the Fridge on principle.)
 * You Taste Delicious: While Batman is flat on his back and Catwoman is straddling his chest, she acts like she's going to kiss him but instead licks his chin and lips. Then again, it is a cat-style kiss.

"MEOW"