Danny DeVito was forbidden to describe the Penguin's makeup to anyone, including his family.

Annette Bening was cast as Catwoman, but was replaced by Michelle Pfeiffer when she became pregnant. Pfeiffer's $3 million salary was $2 million more than was offered to Bening.

The primary antagonist is named Maximillian Shreck. In addition to the fact that "schreck" is the German word meaning "terror," the actor Max Schreck played the first-ever vampire depicted on film in the silent-era classic Nosferatu, eine Symphonie des Grauens (1922).

Sean Young very much wanted the role of The Catwoman. During preproduction she arrived at the studio in a Catwoman costume to confront the makers of the movie. She used other people scouting the studio grounds, using walkie-talkies to communicate, to track down the producers. Tim Burton hid behind his desk so as to avoid seeing her. See also Batman (1989).

Composer Danny Elfman was one of the off-screen tomato and lettuce throwers during the Penguin's botched speech.

Christopher Walken, remembering a film he'd seen previously, requested from director Tim Burton cuff-links made from human molars for his character, Max Shreck. The movie in question is The Great Gatsby (1974), in which an unsavory friend of the title character, who had been involved in the 1919 World Series Black Sox scandal, sports a pair of molar cuff-links.

Paul Reubens and Diane Salinger from Pee-wee's Big Adventure (1985) reunite briefly at the beginning of the film as The Penguin's father and mother.

The Batman costume weighed 55 lbs.

The first film made in Dolby Digital.

Neither Tim Burton nor Michael Keaton had been signed up in advance for a sequel; Burton came on board only after the script met all his demands (he hadn't been entirely happy with the first film's screenplay), whilst Keaton only agreed to do the second film after a serious hike in salary.

Sam Hamm's original screenplay draft had the Penguin and Catwoman going after hidden treasure. Dissatisfied with that, Tim Burton brought in Daniel Waters, writer of Heathers (1989), who came up with the concept of an evil business mogul backing a bid for the Mayor's office by the Penguin.

At least 50% of the Warner Brothers lot was taken up with Gotham City sets.

The set for the Penguin's decrepit underground lair at the abandoned Gotham City Zoo was filled with a half-million gallons of water and a simulated ice floe island.

Danny DeVito spent two hours a day in make-up.

The massive Gotham City sets were all constructed to be mobile, and were often shifted between days of filming. Michelle Pfeiffer routinely got lost on her way to filming each day.

The crew had a hard time getting the shot where the monkey delivers the letter from Batman to the Penguin. Evidently, Danny DeVito's make-up terrified the animal.

Security was so tight on the production that even Kevin Costner was refused permission to visit the set. Warner Brothers employed a private investigator firm when some shots of Danny DeVito in costume made it into the tabloids.

Michelle Pfeiffer got through 60 catsuits during the 6 month shoot, at a cost of $1,000 a time.

The production wanted to use King Penguins but the only tame ones in captivity were at a bird sanctuary in the Cotswolds deep in the English countryside. So the birds were flown over to the States in the refrigerated hold of a plane, they were given their own refrigerated trailer, their own swimming pool with half a ton of fresh ice every day, and had fresh fish delivered daily straight from the docks. Even though the temperature outside frequently topped 100 degrees, the entire set was refrigerated down to 35 degrees. The birds also had a round-the-clock bodyguard. Clearly the birds enjoyed the experience as, following their stint in Hollywood, most of them had mated and produced eggs - the sure sign of a contented penguin.

In the US, McDonald's were forced to cancel a Happy Meals promotion with the film, after parents protested about its violent and

Continuity

(at around 55 mins) As Batman's batarang is headed towards the "Poodle Lady", it's headed towards her head. However, when her dog intercepts it, it's down by her knees.

(at around 1h) Catwoman engages Batman in a rooftop fight minutes after she destroys Shreck's Department store. But Shreck's Department store - in perfect condition - can be seen behind Batman while he is hanging from Catwoman's whip after falling over a ledge.

(at around 1h 29 mins) When Bruce plays the CD, the Penguin's dialogue is spoken differently than when it was first recorded in the Batmobile.

(at around 59 mins) During the 'Meow' Scene Catwoman is wearing flat shoes. After the store explodes and she climbs up the building she's wearing high heels.

(at around 39 mins) When The Penguin is in the Hall of Records, we see him through a window and it's snowing outside. In the next shot we see the Batmobile come around the corner and it's not snowing, but in a shot of Batman from inside the Batmobile, it's snowing again.



Factual errors

(at around 1h 6 mins) When the Penguin makes the shadow of a bird on the ceiling, he is lying on a bed with his hands directly above his chest. So where is the light that causes the shadow?

(at around 55 mins) If the guided Batarang had enough inertia to knock out the previous targets, the poodle that jumped up to intercept it before hitting the "Marie Antoinette" gang member would have just become part of the projectile.

(at around 35 mins) When the Penguin rises from the sewer to return the mayor's baby, there's no way the mechanical duck he was on would have been able to go high enough to lift him all the way to the surface.

(at around 2h) In the closing credits, Mike Edmonson's job in the film is listed as "Special Eefects Foreman" (all in caps.)

(at around 2h) The conductor of the music score Jonathan Sheffer is credited as Jonathon Sheffer.



Incorrectly regarded as goofs

(at around 1h 30 mins) When Bruce plays the CD, just for fun he "scratches" it back and forth like a record a few times, and it sounds just like record scratches. Although the technology to do so in real life was not invented until much later, Batman is shown having several pieces of advanced technology that was impossible for the time (for example, the self-propelled Batarang and the Batmobile's armor). There is no reason to believe Wayne did not invent it himself.



Revealing mistakes

(at around 41 mins) The tombstones in the graveyard wobble when touched by the Penguin's coat (although this may be deliberate).

(at around 17 mins) When the Mayor of Gotham City says, "Where is that insufferable son of a bitch?" you can see Commissioner Gordon mouthing his line.

The snow floats on water.

(at around 1h 24 mins) When the Penguin drives the Batmobile remotely, the cars it smashes are damaged just before it hits them.

(at around 34 mins) When the baby is stolen during the press conference and the thief jumps down the man hole into the sewer you see the fake stone just beneath the surface of the manhole shake. This would suggest that it is made of plastic or rubber.



Audio/visual unsynchronized

(at around 1h 6 mins) When Penguin holds Catwoman's cat to the bed, hisses and meows are heard from it but it never opens its mouth.



Crew or equipment visible

(at around 58 mins) Just prior to the explosion of Shreck's, Catwoman famously back flips her way toward Batman and Penguin, who are directly in front of either side of the camera. On the VHS version, you can clearly see Michelle Pfeiffer, in catsuit, hunched down at the bottom of the screen, ready to jump up and "meow" for the camera once her acrobatic stunt double is out of the shot. Although the film's final editing didn't require the scene to be shot this way, Ms. Pfeiffer and her double still ended up in the same frame.

(at around 1h 23 mins) When the Penguin is controlling the Batmobile, a mechanical lifting arm can be seen extending from the side of the building, moving a police car that the Batmobile smashes into.

When Batman is shot off the roof by police, a hand is visible helping him onto the floor.

(at around 1h 23 mins) A split second before the Batmobile hits the front of the police care when the Penguin is controlling it remotely, you can see a cable attached from outside, back corner of the police car to the building. You can see it just before the sparks fly, and you can also see that the police car starts moving and lifting before the Batmobile supposedly hits it. It's easiest to see when watching in slow motion or frame by frame.

When the penguin hands out the lists, the floor is gray and clean. However, the penguin kills the fat clown and he fell on the floor, you can see that there is a specially hidden gray huge rag under the mattress so as not to harm his body.



Plot holes

(at around 1h 9 mins) The Ice Princess sees the Penguin come up to her and asks who he is, and he says he's a talent scout, which she readily accepts. As she is a Gotham celebrity herself, it's odd that she doesn't recognize the deformed circus freak whose shocking discovery was recently publicized, and who is running a very in-your-face campaign for mayor.

It is never explained why Catwoman hates Batman enough to attack him during their first encounter. A day or two earlier, when she was just Selina Kyle, Batman had actually saved her from one of the thugs rioting in Gotham City, so there is no reason for her to be so aggressive towards him (other than the fact that the audience expects them to be enemies, which is no explanation at all).

Bruce Wayne has giant automated mirrors stationed up around the top of Wayne Manor that brightly reflects the Bat signal directly through the gigantic window of his study. It would be a huge understatement to say that it risks exposure.

During Batman's first fight with Penguin's Red Triangle Gang, he rescues Selina from a taser-wielding clown who, after seeing the Batmobile pull up somewhat near him, holds her hostage to compel Batman from attacking him. This makes no sense. The clown could have easily avoided a confrontation with Batman had he just kept running.



Character error

The penguin exhibit at the closed zoo is called Arctic World. Penguins are Antarctic creatures.

The Penguin, raised by penguins, knows how to talk and read. The movie never mentions who taught him these, as penguins can't teach such things.