Why is it better? Because it's true to the dark vision of the comic. Because the imagery is inventive and, unlike the first, there are real moments of fear and pathos in this one. The first one had too much of Jack Nicholson's shtick, too much Prince music, and an awkward "romance." Here, instead of one villain, there are three. No Robert Wuhl, and the leading lady is more than just a pretty face. In fact, Pfeiffer is the #1 attraction of this film. Her transformation is what drives the running theme, teetering on the edge of sanity and insanity, good and evil. She becomes truly fearsome. The costumes and makeup are excellent. Danny DeVito's Penguin is inspired and anguished, not just a nut. His circus gang posse is the one element of comic relief (besides that giant duck). Max Shrek is the only character I'd have toned down, Walken is pretty hammy as the ruthless businessman. Danny Elfman's score is a perfect fit as usual, and the Siouxie and the Banshees song ("Face to Face") is easily the best of any of the songs from any of the films, a perfect match of musical artist and film soundtrack. The least campy of the films, it is macabre, doesn't pander, and demands second and third viewings like an amusement park ride. Bravo Tim Burton and cast!