In Batman Returns, Tim Burton delivers the most audaciously eccentric blockbuster ever made.  After the mammoth success of the first Batman, the pressure mounted for a sequel that matched its combination of arty neo-noir and lucrative pop-culture spectacle.  Burton was initially reluctant to return, and the studio granted him enormous leeway to craft the film as he saw fit.  In an act of sheer ballsiness, Burton responded by doubling down on his devilishly macabre worldview:  This second Batman is even darker and more dour than its predecessor.  Elements of black comedy and outright horror often eclipse its status as a superhero epic.  Make no mistake–this is mass entertainment at its absolute bleakest.

If the first Batman film examined how the loss of Bruce Wayne’s (Michael Keaton) parents stripped away his innocence and humanity, then Returns takes a long, hard look at the devastation wrought by the Penguin (Danny DeVito) being abandoned by his.  This ugly, tragic scene takes place before the opening credits even roll.  In it, young Oswald Cobblepot is born with marked deformities:  Flippers take the place of hands; a raging, bird-like squall fills the air.  His blue-blood parents (Paul Reubens and Diane Salinger) callously place him in a basket and chuck him into the sewers.  It’s a horrible thing to behold, and it sets the tone for everything to come.

Cut to thirty-three years later–Burton and screenwriter Daniel Waters draw several strange parallels to the Bible–the Penguin ascends to terrorize Gotham.  He has assembled a belligerent gang of circus misfits to do his hideous bidding, which basically amounts to blackmailing Max Shreck (Christopher Walken), a soul-sucking tycoon.  Most of the first half of the film is dedicated to their awkward interplay, in which the two villains discover that they have similar enemies and self-interests.  Curiously, Batman is seldom to be found in these awkward, morbidly funny exchanges.  Indeed, there are many moments when this doesn’t feel like a Batman movie at all.

What runtime doesn’t get chewed up by DeVito and Walken is spent on Selina Kyle (Michelle Pfeiffer), Shrek’s wallflower assistant.  She hems and haws her way through life, as Shrek and other assorted pricks casually steamroll her spirit.  At this point, I’ll throw out a mild spoiler alert, for the few who’ve never visited the original Bat-franchise.  Now that’s out of the way, Selina’s story reaches a turning point when Shrek launches her out of a high rise window, her body thudding into the soot-snowy sidewalk below.  Curiously, alley cats arrive and seduce her corpse back to life.  She emerges from death as Catwoman, a completely different human altogether:  Confident, powerful, and motivated to beat on misogynistic assholes everywhere–a proto-avenger for the #MeToo movement.

Even at this point, Bats is still a glorified extra in his own damn movie.  His few scenes feel like filler between saucy villainous monologues.  Keaton spends a few scenes in the Batcave, staring at monitors and slurping vichyssoise.  Every now and then, he gets to slap on some leather gear and roll into the action like an afterthought.  It makes the first fifty minutes of this film a little frustrating to watch:  Keaton is wayyy too good of an actor to get reduced to a cameo, especially when his take on the Dark Knight is so compelling.

In fact, every other big name on the movie poster plays their part to the hilt.  DeVito represents the perfect physical and spiritual vessel for Oswald Cobblepot’s gnarly, nihilistic machinations, even if Burton’s necrotic worldview reshapes the iconic character into something almost unrecognizable.  That goes ditto for Pfeiffer, who infuses Catwoman with the sultriness of a 40s pulp vixen.  This movie is chocked with flaws, but the absence of acting talent isn’t one of them.

Let’s take a look at some of those blemishes.  Burton was granted so much space to make the film as dark as he wanted, it’s almost as if he didn’t know when to quit.  After Shrek’s plan to install Penguin as a puppet-mayor fails, the latter embarks on a grisly, pseudo-Biblical plot to kidnap and murder the first-born babies of Gotham.  When a member of his circus gang questions this, the Penguin picks up an umbrella and murders the man in cold blood.  The film then shows Oswald’s minions cartwheeling onto the streets, ready to pluck infants from their cribs and drown them in the sewers.  This was movie was used to sell Happy Meal toys, y’all.  There were action figures and comic book tie-ins.  Warner Bros. insisted that future movies be kinder and gentler, and I kinda get what they’re saying.  This is darrrk stuff.

That grim attitude extends into the film’s technical aspects, as well:  Cinematographer Stefan Czapsky drains all the warmth out of the movie, resulting in a palate of wintry blues, grays, whites, and black.  I get that this is supposed to be set at Christmas, but this makes Returns look downright frigid and joyless, as if the sun may never shine again.  Famed composer Danny Elfman, returning from his triumphant work on the first film, mirrors his director’s stylistic approach with a score that’s also darker and more haunted.  He sends the orchestra deep into their registers, creating a soundtrack that growls and moans across the speakers.  The Penguin, in particular, gets a sad, painful motif that amounts to the low, slow staccato of what sounds like a clavichord.

All that adds up to a film that’s easy to admire, but difficult to enjoy.  Batman Returns is well-acted and well-crafted, and it’s certainly never boring.  Paradoxically, Burton wins back a few points for the movie’s key flaw:  He was given carte blanche on one of the largest productions in cinema history up to that point, and he used this opportunity to engage in a morbid, fascinating examination of what makes these tortured villains act in horrific ways.  It’s actually a formula that Christopher Nolan would refine into something more palatable and cohesive in The Dark Knight.  With Batman Returns, Tim Burton gave us the ultimate superhero think-piece.  He just forgot to make it any fun.

126 min.  PG-13.  HBOMax.