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Things Only Adults Notice In Batman Returns

If there's one constant in this world, it's that kids love Batman. They'll play with his action figures, wear his emblem on their pajamas, or, failing that, tie a blanket around their necks and pretend to swing from rooftop to rooftop.

So there's a good chance many of you got to see Batman Returns pretty young. You should count yourself lucky you did. According to EW.com, director Tim Burton had to make extensive cuts to knock the rating down to a PG-13 from an R — a death sentence for a crowd-pleasing comic book movie in the pre-Deadpool world.

Even in its finished form, Batman Returns wasn't kid-friendly enough for a lot of folks. McDonald's was the center of a firestorm from parents' groups for promoting the movie with their Happy Meal toys. "Has McDonald's no conscience?" asked one concerned parent. 

Looking at Batman Returns again as an adult, it's easy to see what all the fuss was about. Hidden beneath all the kid-pleasing superhero action, there's a wealth of horrific imagery and dark psychological and psychosexual themes. Most of it probably sails right over kids' heads the way the Penguin does in his umbrella-copter. Some of it may be difficult to recognize even through adult eyes without a guide. Fortunately, we happen to have one for you right here.

The stars of Pee Wee's Big Adventure cameo as the Penguin's parents

Batman Returns comes from the twisted mind of Tim Burton, who graduated from lowly Disney animator to feature film director in 1985 with Pee Wee's Big Adventure. Based on Paul Reubens' stage and TV appearances as a parody of kids' TV show hosts (who later became an actual kids' TV show host with Pee Wee's Playhouse), the movie sends Reubens' weird man-child on a cross-country journey to retrieve his stolen bicycle. Waiting for him to return is his true love, Dottie, played by Elizabeth Daily.

The success of Pee Wee and Burton's follow-up, Beetlejuice, inspired Warner Brothers to hand him the keys to the Batman franchise. But he never forgot where he came from, and he opened Batman Returns with a cameo by the stars who gave him his big break. The prologue introduces us to the Penguin's parents, Tucker and Esther Cobblepot, as they discover their son was born with a hooked nose and flipper-like hands and eventually abandon him by throwing him into the river.

Pay close attention and you might recognize them as Reubens and Daily — giving us the appropriately bizarre image of Pee Wee Herman trying very hard to look stiff and dignified in a tuxedo and monocle. Reubens would have some fun with his Batman connection decades later when he dubbed every character in the Dark Knight Rises trailer with the voice of Pee Wee Herman for Late Night with Jimmy Fallon.

You couldn't play this fast and loose with a comics adaptation today

Superhero movies are Hollywood's bread and butter now, but they were still relatively uncharted territory when Batman Returns opened in 1992. Now that superheroes are everywhere, superfan sites obsessively pore over the details of comics adaptations before they're even finished to see how closely they match their expectations.

But that wasn't the case in 1992, and Batman Returns shows it. In the comics, the Penguin has always been one of Batman's most normal enemies (relatively speaking), a level-headed underworld businessman in sharp contrast to the psychopaths and monsters Batman normally deals with.

Danny DeVito's Penguin, meanwhile, is a freak inside and out, from his pointed teeth to his three-fingered hands. He has a very different backstory that gives him a whole new motivation: abandoned by society, raised in the sewers and the circus, he's so fanatically devoted to making society pay that he'd scare the snot out of his comics counterpart.

Catwoman is also reinvented to better explore Returns' themes of trauma and nonconformity. Instead of a glamorous master thief, she's an ordinary secretary who's driven to crime after surviving a murder attempt by her boss. Her suit's vaguely comics-accurate, but the most striking aspect of it — the rough, Frankenstein-like stitches — is all new.

Watching a hideous bird-man leer at a woman in skin-tight PVC licking herself, it's hard to remember you're watching a big-budget superhero blockbuster at all.

Gotham is the city of nightmares

Tim Burton's biggest change to the world of Batman, and one that made its way back to the comics, is his reinvention of Gotham City from a thinly-veiled stand-in for New York into a world all its own. Designer Anton Furst's sets for Burton's first Batman are a hideous dreamscape, looking less like a real-world city than the inside of a clanging Victorian factory, with gigantic buildings crowding out any trace of sunlight.

After Furst's death, Bo Welch continued his work in the sequel, taking Gotham even further into the realm of fantasy. Batman Returns exists outside time, with Art Deco skyscrapers and medieval architecture that puts the Gothic in Gotham sitting uneasily side by side. Angular, blocky signage looks like it could have come from Soviet Russia or Fascist Germany.

Burton and Welch also look to the past at the ultimate cinematic cityscape to create Gotham's skyline. If you ever wondered where Burton's singular style, with all its crooked, abstract shapes and bold makeup, comes from, look no further than the German Expressionist movies of the '20s. You can see the influence of the movement's greatest film in the matte paintings of Gotham City, which, with their searchlights and bridges sending cars midair between buildings, comes straight out of Fritz Lang's future world in Metropolis.

Max Shreck took his name from a silent star

One of Batman Returns' many departures from the comics is introducing a new villain in the form of Max Shreck. Christopher Walken makes such an impression as the ruthless tycoon behind Shreck's Department Store that it's easy to believe he's always been there. Batman Returns finds sympathy for its villainous freaks and outsiders, while the real evil subversively comes from the man who has the power to decide what's normal.

Of course, he's only normal in the weird world of Gotham. This is Christopher Walken we're talking about. But the character can be especially hard for audiences to take seriously when the name (spelled slightly differently) now belongs to a cartoon ogre. Yet the well-read adult viewer should be able to find some deeper significance to it. "Shreck" is actually German for "fear," and before Dreamworks' animated hero got hold of it, it belonged to a German Expressionist icon. It was probably inevitable Max Schreck would play a vampire, but at least he had the good fortune to play one of the earliest and most influential ones in the landmark silent horror movie Nosferatu. Following the plot of Dracula closely enough that Bram Stoker's widow tried to have the negatives destroyed, Nosferatu is so full of long shadows and dark-ringed eyes that it's easy to see how it would have inspired Tim Burton.

The Penguin was inspired by Dr. Caligari

Danny DeVito's version of the Penguin, a.k.a. Oswald Cobblepot, looks a lot different from the version in the comics. He rarely uses his trademark monocle and outright refuses to smoke from a cigarette holder. As you'd expect for a respectable mob boss, the comics-based Penguin has short, slicked-back hair. As you'd imagine for a sewer dweller, the movie Penguin has long, greasy, unkempt hair, at least up to his receding hairline.

This suggests a totally different source for the film's Penguin. Burton went to the Expressionists once again as a tribute to the film that started it all, The Cabinet of Dr. Caligari. Robert Wiene's 1920 silent horror classic imagined an odd-angled nightmare world to tell the story of the titular hypnotist, who sends a sleepwalker to do his murderous bidding. The sleepwalker's white face, black lips, and black-ringed eyes could be the blueprint for many of Burton's characters. Caligari specifically makes his influence felt in the Penguin's hunched posture, oversized top hat, heavy overcoat, balding but long hair, and gloves, even though Caligari wears white cloth ones instead of the Penguin's black leather.

This wasn't the last appearance of a Caligari-like figure in a Burton joint either. You can see three little Caligaris, each living in another one's hat, in The Nightmare Before Christmas, and Danny DeVito wore an even bigger topper as the ringmaster in Big Fish.

What's that black stuff leaking out of the Penguin's mouth?

One of the creepiest aspects of DeVito's very creepy performance is the thin, dark goop that's constantly leaking out of his mouth, turning his lips and teeth black. Watching Batman Returns as an adult, it's hard not to wonder just what that stuff is and what it's doing there.

That question helped cost Batman Returns its Happy Meal tie-ins and exasperated Tim Burton. "People would pick on certain things, like, 'What's that black stuff coming out of the Penguin's mouth?'" he says in Burton on Burton. "I would say to them, 'I don't know, but I can send it and have it analyzed. He's filled with bile, he's a dark little character and he got a lot of things inside him, but I can get a chemical breakdown if you like.'"

It's a snappy answer, but also an insightful one. There's no literal answer because Batman Returns isn't a literal movie. You might as well ask how the sewer-dwelling Oswald got all his trick umbrellas, or the sci-fi tech to work penguins or the Batmobile by remote control. You might as well ask how true love's kiss could wake up Snow White. Like Burton says, the Penguin is full of bile, and the literal bile he coughs up is a visual representation of that hatred. Kids understand this kind of storytelling — maybe, even with all the inappropriate content, they're the perfect audience for Batman Returns after all.

Catwoman's S&M subtext is front and center

Batman Returns is packed full to bursting with inappropriate material. Michelle Pfeiffer's iconically campy performance as Catwoman was probably responsible for more than one sexual awakening, and that's no accident. The comics character has always favored skin-tight apparel, but Burton and his crew take it one step further. Their Catwoman wears a skintight PVC suit that could have come right off the rack in a sex shop. Look closely, and you can spot other fetish-wear elements, like her lace-up corset and ankle-punishing high heels.

It's a radical reinvention, but then again, this is a character who always carries a whip around. It's a fan favorite look, but it took a while to make it back to Catwoman's original medium — the comics finally adopted the hair-covering mask and replaced the purple color scheme with black in 2002.

Batman Returns imagines Selina Kyle as a woman who tried desperately to fit into the "square" world until it ate her alive and she rejected it entirely. S&M practitioners often describe it as an empowering fantasy, an escape from their ordinary life and real identity. Sound like anyone we know? Critics weren't a fan of Burton's handling of action sequences, but take another look at some of Catwoman's fights with Batman. They look less like fighting and more like erotic role play.

The dialogue is 90% innuendo

Critics often complain modern superhero movies are too sexless, but that's not a problem Batman Returns ever had to deal with. Most of it will go right over kids' heads (or at least their parents hope so), but Danny DeVito's version of the Penguin is every bit as perverted as his character on It's Always Sunny in Philadelphia.

How else can you explain his decision to greet Catwoman with, "Just the pussy I've been looking for"? He's not always so blunt, though. Even with years of adult experience, you might miss why he's so excited to offer Catwoman some lotion when she describes Batman as "the fly in our ointment." Max Shreck seems to understand his desires — after getting repeatedly stonewalled in his attempts to get the Penguin to run for mayor, he says the magic words when he promises "Unlimited poontang."

Michelle Pfeiffer's smoky, sultry voice as Catwoman makes everything she says sound dirty, but a lot of her dialogue doesn't need the help: "Men. Always confusing your pistols with your privates." "Be gentle, it's my first time." "The thought of busting Batman makes me feel all ... dirty. Maybe I'll give myself a bath right here."

None of this is for the kids, but it's hard to imagine even the ones who haven't gotten the "talk" yet missing some of them, especially when the Penguin suggests he and Catwoman have "raw sexual charisma."

The Penguin recreates his own origin upon his arrival

Tim Burton has always identified with freaks and monsters, and that's just as true for Batman's rogues' gallery, more monstrously freakish here than ever. "I never see these people as villains," he says, which seems a generous description in particular for Penguin, who's out to murder truckloads of babies. Born to parents who immediately rejected him, locked in a box, and finally abandoned in the sewers, Penguin — like Batman witnessing the death of his parents and Catwoman surviving a murder attempt by her own boss — is a character deeply warped by trauma.

You can see how Penguin acts out that trauma in his grand debut to the people of Gotham. He convinces them he's a hero by hiring one of his Red Triangle clowns to kidnap the mayor's baby son and (badly) pretend the Penguin rescued him. The clown takes the baby into the sewers, just like his parents threw the Penguin into the sewers when he was a baby. The Penguin puts on this show to get the city that abandoned him to love him. Could he have also been trying to rewrite the beginning of his tragic story with a happy ending?

This isn't the first or last time the Penguin ran for mayor

The Penguin's campaign for public adoration works so well that Max Shreck sees an opportunity to get himself a ruler by running the bird-man for mayor. To kids, this would be as surreal as anything else in the movie. But to adults who grew up on TV's first Batman, Adam West, it should all seem familiar.

The 1966 series starred a rotating cast of character actors and celebrity guests as Batman's colorful enemies. That included Rocky star Burgess Meredith as the Penguin, who ran for mayor of Gotham in the two-part episode "Hizzoner the Penguin/Dizzoner the Penguin." Sadly, the movie didn't adapt the series' plotline of Batman running against Cobblepot, but there are some other similarities, including a scene where the Penguin wins over voters by rescuing a baby.

The idea must have struck a nerve with Batman writers, because this wasn't the end of the Penguin's mayoral career. After Batman: The Animated Series wrapped, a new volume of the comics spinoff Batman Adventures picked up its storyline after a time skip in which the Penguin was elected mayor and Batman was on the run. In the alternate universe of Batman: Earth One, the Penguin has been mayor since before Batman put on the cape and was even involved in his parents' death. And in the prequel TV series Gotham, he launched another mayoral campaign, and this time he actually won.

Wait, did Batman do a DJ record scratch on a CD?

Batman scuttles the Penguin's plans for political glory after secretly recording the rant Oswald goes on while remote controlling the Batmobile: "Just relax. I'll take care of the squealing, wretched, pinhead puppets of Gotham! You gotta admit I played this stinkin' city like a harp from hell." As you might expect, the pinhead puppets of Gotham aren't too happy to hear Batman and Alfred broadcast the Penguin's candid thoughts over one of his speeches.

Bruce Wayne can't resist having a little fun with his moment in the spotlight, looping the CD around and scratching it like a DJ. CDs were new enough in 1992 for this scene to go over, but I'm sure some of you are wondering just how the heck that's supposed to work. It's true DJs play with their records by rotating them back and forth to move around in the song and make that "SKRRT" sound you're always hearing in rap songs and cruddy comedy trailers. Thing is, those are vinyl records and not CDs. Old-school record players work by transmitting sonic information through a needle that reads whatever's directly underneath it. CDs use lasers, which don't work that way at all. Then again, kids watching it today are less likely to be concerned about that than they are to ask what a CD is in the first place.

The soundtrack at the masquerade is subtly fitting

At the same time they're tangling as Batman and Catwoman, Bruce Wayne and Selina Kyle are getting more intimately entangled in their everyday identities. They almost discover each others' secrets when they find the scars they'd given each other in their last battle, but they're called away to stop and help the Penguin, respectively, before anything can come of it. Bruce tries to find Selina again by attending a Christmas masquerade. He doesn't bother with a costume, but why should he? After all, isn't Bruce Wayne already a disguise for Batman?

Bruce is right to suspect Selina will be there, and since kids aren't likely to know the classics of funk, they're likely to miss the way the in-house entertainment comments on the scene by playing Rick James' "Super Freak." It's hard to think of a better fit for this movie's combination of kink and superheroics. It's also fitting in another way, since Rick James came out of the same '80s funk scene that gave the world Prince, who in turn gave Burton's previous Batman movie its soundtrack (we almost called them friends, but that is, uh, very much not the case).