7.4/10. *Batman Returns* is a firm step up from the *Batman* film that precedes it, but it’s also a firm step away from the character’s source material and toward Burton’s ethos and aesthetic. Batman’s no killing code has been scrapped; his enemies’ backstories and personalities have been changed, and major foils are invented for the film out of whole cloth. But at the same time, Burton creates his own imaginative world from these comic book inputs, one that fits with his penchant for collections of oddballs, gothic imagery, and protagonist and antagonists who are equally fractured in their own ways. It produces an enjoyable and original film, albeit one that is more Burton than *Batman*, and which can’t sustain its unique energy through the third act.

The film’s greatest success is the relationship it portrays between Batman and Catwoman. True to Burton’s style, both Bruce Wayne and Selina Kyle carry their own particular damage, and that makes them attracted to each other, in-costume and out. *Returns* not only has the decency to take the time to write off Vicki Vale from the last film, but does so in a way that dovetails nicely into why Catwoman makes more sense for Batman as a love interest. Bruce describes the problem with his past relationship as stemming from there being “two truths” to him, with those being hard to reconcile. But though Bruce doesn’t know it, Selina is uniquely positioned to understand that, to be able to reconcile the idea of who he is in the boardroom and on the rooftops of Gotham.

So when the two of them make reciprocal excuses to Alfred for why they have to cut their date short, while attempting to smooth things over out of fear of losing someone electrifying, the point is clear -- these two people are insane, each racing off to confront in The Penguin’s maelstrom of terror, but it’s the same type of insanity, one that makes them enemies in one world and inexorably attracted to one another in the other. The film uses the dramatic irony of the audience knowing Bruce and Selina’s alter egos, while the characters do not, to blur those lines nicely.

The peak of this is the charged moment when Bruce and Selina are dancing together at the masquerade ball, and as is appropriate for such a gathering, the masks start to slip. A line of repeated dialogue changes their sharp-edged flirtation to a revelation of who each of them becomes when the sun goes down. The push-and-pull of that, whether Bruce Wayne can have a real life, a real love, apart from his Dark Knight mission, and whether anyone who would love or understand him would be healthy, or whether it would just further fuel his own issues, is a venerable area to explore with the character. For all that Burton departs from the source, his realization of that idea here gives *Returns* a complexity and a tragedy that warrants inclusion in the pantheon of examinations of The Bat.

*Batman Returns* is also, somewhat oddly for its genre, a very sexual film. The obvious fulcrum for that quality is Catwoman herself, who slinks around in a skintight outfit, trades innuendos with Batman, and isn’t shy about getting physical in her own feline way. Though Selina Kyle starts out timid and unlucky in love, her trauma and cat-transformation turns her into a confident, powerful, sexual being. It’s hard to tell how much of Catwoman’s persona works as liberation and how much of it is mere titillation, but it’s a distinctive ingredient in the film.

But she’s not alone. Danny Devito’s Penguin is every bit the antithesis to Michelle Pfeiffer’s Catwoman in terms of conventional standards of attractiveness, and yet he too is (at least an attempted) sexual being here. Oswald Cobblepot is a letch, groping supporters, lusting after Catwoman, and turning bitter when his advances are rejected. There’s an undercurrent of sexual desire, even in the comparatively repressed Batman, that’s firmly present throughout.

Even when he’s not making offhand comments about female staffers, Devito’s penguin vamps it up with reckless abandon. Taking a page out of Nicholson’s book from the prior installment of the franchise, Devito goes full ham as the menacing former circus freak, abandoned to the sewers by his parents. There’s a mild tragedy to Penguin, a child of privilege left to neglect by the people who should have cared for him. Despite the loving farewell he receives, there’s little humanity in this version of The Penguin, a character who is instead filled with snarling threats and duplicitous come ons. Occasionally, it’s too much, but for the most part, the performance fits with the outsized world Burton has full control over in this sequel relative to its predecessor.

Penguin is just one of the four main characters of the film who are emblematic of the theme of duality that runs throughout the film. For him, that comes to the fore in his mayoral campaign. The political commentary of *Batman Returns* is mild and shallow--only stooping so far as to note that politicians may not always be on the up-and-up and that the public can be swayed by propaganda--but it’s in keeping with the motif of the idea that people are different in public than in private.

Penguin is a magnanimous media darling in the papers, but is exposed for being the brutish wretch he truly is, full of resentments and anger at a city he feels is his birthright denied. Max Shreck (Christopher Walken, in his natural habitat) is a generous Gotham magnate when in the public eye, but behind closed doors, he conspires with Penguin and attempts to strongarm the political machine to favor his business interest, even resorting to casual murder when necessary. And both Batman and Catwoman lead double lives, destined to struggle to serve each of them and have some semblance of normalcy in the balance.

All that thematic intrigue, however, falls apart in the third act when Burton, having realized he’s thrown so much into the air, can’t quite figure out how to make everything land properly. Instead, he offers a bizarre climax with rocket-strapped penguins, a thematically appropriate but odd Moses-inspired revenge scheme, all four major characters converging and disappearing at convenient moments, with deaths, fake outs, and explosions that feel straight off the standard Hollywood assembly line. The narrative choices are strange at best, and incoherent at worst, and the whole thing is an unsatisfying capper to a film that otherwise manages to hold the audience’s attention throughout.

It all feels very Burton-y though. The combination of a yuletide setting and a gothic aesthetic would be further realized by Burton and *Returns* composer Danny Elfman in *The Nightmare Before Christmas*. The fractured oddities, looking for acceptance or peace in a world that doesn’t quite know what to make of them, is a recurring motif in his work. And even the film’s arch sense of humor, though sometimes cheesy, feels true to his other films. *Batman Returns* is more of Burton grafting the Batman mythos onto his own sensibilities than the other way around, a choice that both helps and hurts the film, but which makes it unique among superhero movies, offering an off-kilter holiday classic for the mildly deranged child in all of us.