Tucker and Esther Cobblepot, an aristocratic couple, throw their deformed infant child in a river, feeling that Gotham City’s high society would not approve after witnessing their son kill their pet cat. However, a flock of penguins living in an abandoned zoo’s arctic exhibit connected to the sewers rescue and raise him. 33 years later, the child becomes The Penguin (Danny DeVito) and the ring master of the Red Triangle Circus Gang, who appear in Gotham City during the annual Christmas tree-lighting ceremony and cause a riot. As the police and Batman (Michael Keaton) deal with the riot, one of the guests at the ceremony, a prominent businessman named Max Shreck (Christopher Walken), is kidnapped and taken to the Penguin, who desires to become a citizen of Gotham and blackmails Shreck into helping him by threatening to expose evidence of his corporate crimes. Meanwhile, Shreck’s secretary, Selina Kyle (Michelle Pfeiffer), accidentally finds out that the power plant which her employer wants to build will actually drain Gotham of its electricity. When Shreck confronts her after returning from his visit with Penguin, he pushes her out of a window to silence her but a series of curtains break her fall somewhat and a clutter of alley cats revive her by licking her wounds. Selina returns home, suffers a mental breakdown, and designs a black vinyl catsuit to become the costumed vigilante Catwoman. The Penguin sends one of his costumed henchmen to kidnap the mayor’s baby while he “saves” him, becoming a hero to the people of Gotham. However, Bruce Wayne is suspicious of his true motives. After some time in the Hall of Records, the Penguin discovers that his parents are dead and his name is Oswald Cobblepot, though he has secretly been taking notes on the first-born sons that live in Gotham City. Meanwhile, Batman’s alter-ego, billionaire Bruce Wayne, is dealing with Shreck’s persistence in having his new power plant built. As both Bruce and the current mayor will not approve of the power plant, Shreck decides to pull strings and make Penguin the new mayor. To do this, Penguin has the Red Triangle Gang create a riot, causing the citizens to lose all faith in the mayor. During the riot, Catwoman vandalizes Max’s Department Store to gain revenge on him. When Batman and the Penguin confront each other, she intervenes just as the store blows up and she slips away. The Penguin escapes as Catwoman fights Batman and gets pushed off a rooftop, but she is saved when she lands in a dump-truck filled with kitty litter. The Penguin and Catwoman meet and collaborate on a plan to kill Batman out of mutual hatred for the Caped Crusader, but Selina finds herself developing a romantic relationship with Bruce Wayne as the two of them start to spend time together. That night, Penguin and his gang kidnap the actress chosen to turn on the Gotham City Christmas tree lights known as the “Ice Princess”, and frame Batman by leaving one of his weapons on the scene. After a fight with Catwoman, Batman finds the Ice Princess on a rooftop where the Penguin releases a swarm of flying bats and makes her fall to her death, further incriminating Batman. As Penguin and Catwoman celebrate their victory, Penguin tries to make advances towards her, which she rejects. Angered, Penguin ends their alliance and causes her to fall into a greenhouse. Batman escapes to the Batmobile and discovers that Penguin’s henchmen have broken into it and installed a remote control device. The Penguin takes it on a devastating rampage, but Batman regains control and escapes death. He also manages to record part of the Penguin’s taunts, which are being transmitted to the screen on his dashboard. The next day, the Penguin and Shreck are using Batman’s rampage to push for an impeachment of the mayor. Batman turns the situation around by jamming the signal and broadcasting the Penguin’s contemptuous outburst. Enraged, the Penguin takes his notes from the Hall of Records and orders the Red Triangle Gang to kidnap all the first-born sons of Gotham so that he can throw them to their deaths in the sewer like his own parents did to him, and he personally kidnaps Max Shreck as revenge for being manipulated. Batman saves all the children, forcing the Penguin to execute an alternate plan to destroy the entire city with his army of rocket-armed penguin commandos. The plan backfires when Batman lures the penguins back to the Penguin’s sewer base before confronting Penguin directly and knocking him into the sewer water from a great height. Catwoman appears with her costume torn after the greenhouse crash, and again tries to kill Shreck, but Batman stops her and reveals himself as Bruce Wayne. She does the same as Selina. Shreck then shoots Batman, before shooting Selina four times. She survives all the shots, counting out how many of her nine lives she has left, and once Shreck runs out of bullets, she puts an electrical taser between their lips while grabbing an electrical cable. As Batman, who was wearing body armor, regains consciousness, a tremendous explosion is caused that kills Shreck but leaves no trace of Selina. As the dust settles, the Penguin rises from the water and tries one more time to kill Batman, but collapses from his injuries and dies. The emperor penguins hold a funeral procession for their dead master and drag his corpse back into the sewer water, his resting place. Afterwards, Alfred (Michael Gough) drives Bruce home, but Bruce spots a shadow of Catwoman in the alley and has the car stopped so he can check. All he finds is a black cat trying to keep warm, and so Bruce takes her home with him as he exchanges Christmas wishes with Alfred. As they leave, the Bat-Signal lights up in the night sky as Catwoman, with her costume fixed, watches from afar.
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