I remember really liking BATMAN RETURNS when it came out in 1992, but now I think that this is the best of all the Batman movies (even over Christopher Nolan's terrific 2005 BATMAN BEGINS and definitely over the seriously over-hyped overrated 2008 THE DARK KNIGHT!). I originally remember thinking that the 1st BATMAN w/ Jack Nicholson was the best (and I still love it). But I think that this movie really hits the nail on the head. The 4 main characters (Batman, Penguin, Catwoman, and Max Shreck) are all vivid and memorable. You really get to see what Batman/Bruce Wayne is all about in Keaton's terrific characterization. Keaton is the best Batman, not Kilmer, Clooney, or even the up-and-coming Bale, who was exceptional in BB and could have stolen top honors from Keaton had his character not been destroyed by Nolan's hack film-making in TDK !. <br /><br />Danny DeVito as The Penguin is disturbing, scary, hilarious, and lethal. DeVito is great and doesn't need scenery-chewing to give great performance like Nicholson's Joker. The viewer can actually sympathize with this disfigured outcast and his plight to fit into normal society. I had never really been big fan of Michelle Pfeiffer until this film, but this is definitely my favorite performance of hers. Pfeiffer's Selina Kyle is goofy and odd at first, then when she is transformed into Catwoman, she is simultaneously sexy and scary, a total deadly sexpot! Also, I feel that Keaton and Pfeiffer have more chemistry than Keaton and Basinger from BATMAN; they form a tragic love story. And Christopher Walken as Shreck is, well, as always, Christopher Walken!<br /><br />BATMAN RETURNS, more so than BATMAN, is more confident and focused. It is assured film-making from beginning to end. The way Burton introduces the Penguin's heartbreaking backstory grabs you from the very beginning. The first 5 minutes are among my favorite beginnings to any film: Danny Elfman's music sets an ominous foreboding tone that defines the rest of the film. It is a modification from the original BATMAN and a great one!<br /><br />Then flash forward 33 years to the present day Gotham and we are introduced to powerful businessman Shreck who wants to build new power plant in Gotham. During same scene we meet Shreck's meek, bullied, under-confident secretary Selina Kyle. And not long after all this is the film's exciting opening action sequence as Batman must battle The Penguin's Red Triangle Gang, a fun yet lethal group of outcasts and circus performers. Penguin sets plan in motion to attack the Gotham Christmas celebration, kidnap Shreck in the chaos, and force him to help re-introduce him to society. Meanwhile, Selina discovers Shreck's criminal plans and so he "kills" her by shoving her out his high-rise office, then she is revived by cats. <br /><br />Sound convoluted? Yes, but Burton never claimed to be posing a realistic story. He has created a world where the viewer can accept that things like this can happen, a dark, noirish world comprised of mistreated, deformed outcasts who deep down only want acceptance and to fit in. Confident storytelling if you ask me!<br /><br />The action scenes are few and far in between, but they are all exciting, entertaining, and nail-biting. They aren't there just for show, the way some in BATMAN are. And they all make sense. The climactic scene with Penguin's "army" marching into the center of Gotham with Batman zoning in on Penguin's hideout and sidekick butler Alfred (Michael Gough in a welcome return from the original!) assisting Batman is succinct, solid, heart-pounding fun!<br /><br />I also love the Christmastime, wintry setting, which adds to the super-dark, cold feel of Burton's Batman world. I also love the way Burton slowly introduces to us the Batman "toys" without shoving them down our throats. Each "toy" is appropriate for that moment in the film and we are compelled to accept them for their purpose. And although dark, RETURNS is still a funny film. DeVito's Penguin has many funny lines. So does Walken's Shreck. The Batman-Catwoman exchanges are extremely stimulating and humor-filled as well! A great ensemble! All in all, BATMAN RETURNS is a tightly woven tale of the dark forces at play in Tim Burton's fun, comic book world.