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Batman Returns is a 1992 American superhero film directed by Tim Burton  and produced by Denise Di Novi and Burton, based on the DC Comics  character Batman. The sequel to the 1989 film Batman, it is the second  installment of Warner Bros.\' initial Batman film series, and stars  Michael Keaton, Danny DeVito, Michelle Pfeiffer, Christopher Walken,  Michael Gough, Pat Hingle, Michael Murphy, and Vincent Schiavelli. In  Batman Returns, Batman faces the Penguin, who plots to kill all of  Gotham City\'s firstborn sons, while dealing with Catwoman, who seeks  vengeance against Max Shreck, a corrupt tycoon who allies with the  Penguin to bring Gotham City under his control.

Burton originally did not want to direct another Batman film. Warner  Bros. developed a script with Sam Hamm which had the Penguin and  Catwoman going after hidden treasure. Burton agreed to return after they  granted him more creative control and replaced Hamm with Daniel Waters.  Wesley Strick was later chosen to do an uncredited rewrite shortly  before filming. This included normalizing dialogue, fleshing out the  Penguin\'s motivations and master plan, and removing scenes due to budget  concerns. Strick continued working as the on-set writer through  filming. Annette Bening was originally cast as Catwoman, but became  pregnant and was replaced with Pfeiffer.

Batman Returns was released on June 19, 1992. It grossed $266.8 million  worldwide on a total budget of $80 million and received positive  reviews. Critics praised its action sequences, performances, Danny  Elfman\'s score, effects and villains, but its PG-13 rating was  criticized due to the dark tone and violence. The film was nominated for  two Academy Awards: Best Visual Effects and Best Makeup, as well as two  BAFTA awards. A stand-alone sequel, Batman Forever, was released in  1995, with Val Kilmer replacing Keaton as Batman.