Batman Returns, released June 19, 1992, featured less kid-friendly characters than its predecessor. Gone was Jack Nicholson's The Joker, and in his place were the grotesque Penguin (Danny DeVito) and a sexy Catwoman (Michelle Pfeiffer), whose costume bore a striking resemblance to something that could be purchased at a BDSM shop.

These bold characters helped make the movie a classic, but also alienated corporations such as McDonald's that had a newfound interest in the movie franchise business via promotional tie-ins — and complained loudly about the film's darker tone.

Here, the film's key players — Burton, Keaton, Pfeiffer, DeVito, Christopher Walken, composer Danny Elfman and screenwriter Daniel Waters — look back on the insane sets (complete with temperamental penguins), script changes (Batman shouldn't talk so much) and a costume so hard to fit into that it was vacuum-sealed.

Michelle Pfeiffer was crushed when another star was cast as Catwoman.

Pfeiffer may be the definitive big-screen Catwoman, but it was a role she almost missed out on.

"As a young girl, I was completely obsessed with Catwoman. When I heard that Tim was making the film and Catwoman had already been cast, I was devastated," says Pfeiffer. “At the time, it was Annette Bening. Then she became pregnant. The rest is history. I remember telling Tim halfway through the script that I'd do the film, that's how excited I was."

Determined to make the most out of her time as Catwoman, Pfeiffer threw herself into mastering the whip and kickboxing.

"I trained for months with the whip master. On our first day together, I caught his face with the whip and it drew blood. It completely shattered me," she says.

Pfeiffer would go on to perform all of her own stunts with the whip, but found performing on set was infinitely more challenging than at practice.

“I was very nervous on my first day of shooting. I'd gotten pretty good with the whip, but when you show up…you don't anticipate all the lights everywhere," she says. "They were set up in places that prevented me from hitting my marks with the whip. So we had to rework the lighting again and again.”

Michael Keaton cut more than half of his Batman lines from the script.

Screenwriter Daniel Waters envisioned a chattier Batman. Keaton had other ideas.

"My version of the script had more a lot more Batman and Bruce Wayne speeches. Michael Keaton would go through the script and say, 'Hey, that's a great line, but you gotta cut it. This is a good speech, but you gotta take it out.' He wanted to have very minimal dialogue, especially in the Batsuit. When I saw the final film, I realized he was exactly right."

Keaton preferred to let the suit do most of the talking.

"Once I realized how powerful the suit was in terms of an image on screen, I just used it," says Keaton.

Keaton’s Batsuit wasn’t without its faults. His trademark full- body turns were born out of necessity, mainly the fact that he couldn’t turn his head.

“It was a practical move early on to move in a certain way because they hadn't refined the suit and it wouldn't function properly, " says Keaton. "I got around that by making bigger, bolder and stronger moves from the torso up, and it worked."

Batman Returns was a victim of franchise-mania.

When Burton made his first Batman movie, he wasn't thinking about corporate synergy or selling toys. That all changed with Returns.

"At the time with the first Batman, you'd never heard the word franchise. On the second one, you started to hear that word," says Burton. "On the second one, we started to get comments from McDonald's like, 'What's all that black stuff coming out of the Penguin's mouth?' So, people were just starting to think of these films in terms of marketing. That's the new world order."

Speaking of that black Penguin saliva, McDonald's had DeVito to thank for that.

"The black saliva was a concoction that I came up with after working with the makeup and the special effects people. Basically, it's kind of like mild mouthwash with food coloring in it. We had it in a jar with a nozzle on it. Before every scene, I'd squirt it into my mouth," says DeVito. "Luckily the taste wasn't that bad."

The Catwoman suit was unspeakably hard to work in.

"It was the most uncomfortable costume I've ever been in. They had to powder me down, help me inside and then vacuum-pack the suit," says Pfeiffer. "They'd paint it with a silicon-based finish to give it its trademark shine. I had those claws, and I was always catching them in things. The face mask was smashing my face and choking me…we had a lot of bugs to work out."

One of those bugs?

"Originally, they didn't leave me a way to use the restroom in the suit, so that also had to be remedied as well," says Pfeiffer.

DeVito didn't have it much better as he transformed into the Penguin.

"It was four-and-a-half hours of makeup and getting into the costume. We got it down to three hours by the end of the shoot," says DeVito. "I had pounds and pounds of face prosthetics and body padding, and the prosthetic hands, which were hard to use. I kept them on about half the time."

The real-life penguins had their own dressing rooms.

Working with penguins is harder than it looked, and required those sets be kept much too cold for human comfort.

"I'm the kind of guy that loves being on set, but it was cold as shit because we had real penguins and they had to keep the water really cold. They had these massive air conditioners," says DeVito. "I was the only one really comfortable, because I had pounds and pounds of face prosthetics and the body padding, not to mention the heavy coat."

But animal lovers need not worry for the well-being of DeVito's adorable co-stars.

"They had their own area on the studio lot with a swimming pool and refrigerated dressing rooms. They were very well taken care of," recalls Walken, who played sinister industrialist Max Shreck.

And like human actors, some penguins were more approachable than others.

"There were three different kinds of Penguins. There were the big ones, the Emperors. They were very docile and sweet. They would walk up to you and you could pet them like a cat. Then there was a middle size, who were a little more active. The smallest ones were very busy and aggressive, they'd give you a peck," Walken says.

DeVito was so committed to the role that he didn't break character on set.

“Once he was in that costume, he was the Penguin. He was always in character, using the menacing voice. I saw Danny after the movie, never during production," says Walken.

For DeVito, the Penguin role is something he carries with him today — quite literally.

"When I met with Tim, he gave me a painting of this little creature on a yellow ball with red and white stripes," says the star. "The caption is 'My name is Jimmy, but my friends call me the hideous penguin boy.' I'm staring at it right now. I carry it around with me wherever I go."

There was nothing fake about that memorable bird-in-mouth scene.

Viewers still speculate that movie magic aided in Catwoman holding a live bird in her mouth. Was the bird sedated? Was it CGI? Nope.

"I don't think I've ever been so impressed. She had a live bird in her mouth while the camera was rolling," says Burton. "It was four or five seconds, and then she let it fly out. It was before CG, it was before digital. It was so quick, it seems like it was an effect."

Pfeiffer says she didn't stop to ponder potential danger.

"I look back and say, 'What was I thinking? I could've gotten a disease or something from having a live bird in my mouth,'" says Pfeiffer. "It seemed fine at the time. I don't think the bird was drugged or anything. We did that scene in one take. I think Tim likes to torture me a bit, it's like a little brother [or] brat kind of thing."

Burton says part of what made her performance great was the unexpected physicality to it.

"Michelle is a great actress, but she also does these funny physical things. Almost fluttering her eyes in the scene where she comes back to life. Her eyes look like a special effects, but that was all done by her," says Burton.

Another larger-than-life aspect of Catwoman — her nine lives — is something one of the film's screenwriters says he never intended.

"To me, the whole nine lives thing was just a piece of dialogue and vague artistic license. It was never something I considered literally. In my script, and even in the movie, Selina Kyle dies at the end. She's completely dead after the electric kiss with Walken," says Waters. "The final shot of her head coming into foreground, that was literally done two weeks before the movie came out. Test screenings showed that people responded positively to the Catwoman character, so the studio wanted a more concrete glimpse that she was still alive.”

A controversial Batman kill wasn't in the screenplay, according to Waters.

"My friends always asked, 'How can you have Batman kill somebody?' To me, Batman not killing Heath Ledger at the end of The Dark Knight after proving he can get out of any prison, it's like 'Come on. Kill Heath Ledger,' " says Waters.

But he's not thrilled with how Batman Returns' Batman handled capital justice.

"Batman killing the clown by throwing his bomb back at him, that wasn't in my draft. I know how uptight people are about Batman killing people in the first place," he says. "To me, if he's going to kill somebody, it better be worth it. It should mean something. So, when he's killing people in a devil-may-care way, it's a little grating."

Burton recalls the violence this way: "At the time, it felt like we were exploring new territory and it's probably quite tame compared to now."

He doesn't recall the studio pushing back.

"I think that everybody was on board with the fact that these were going to be a different type of superhero movie. Because it felt new at the time, they really didn't know what to say about it," says Burton.

That memorable Danny Elfman score almost never happened.

After being hired for 1989's Batman, Elfman was horrified to learn the producers wanted a pop-heavy score that'd feature the music of the likes of Prince, Michael Jackson, and George Michael. He promptly quit.

"I didn't wanna end up being just an orchestrator for someone else's tunes, which is what would've happened if I went along with that," says Elfman. "That process didn't appeal to me very much. There are plenty of people more qualified to orchestrate for a pop artist than me."

But as fate would have it, he got the call to return to London just a few weeks later.

After an inspiring set visit, Elfman wrote the majority of the score on his flight back. He was desperate to record it all before the flight crew’s landing music erased the score from his brain.

"I was hearing the whole theme in my head, the A section, B section, French horns, first strings, second strings.… I was really breaking it all down on this incredibly loud 747. Since I was sitting next to somebody, I didn't want to yell into my tape recorder. So I kept running into the restroom, which was even noisier. I guess the bathrooms were close to the engines or something," he says. "It was getting weirder and weirder, because I kept going back every 10 minutes with new ideas. Every time I came out, there were more and more concerned flight attendants asking me if everything was OK. This was 'pre-heavy terrorism,' otherwise I'm sure I would've end up in some type of handcuffs or restraints. Everyone was like, 'What the f— is this guy doing every 10 minutes?!'

For Batman Returns, he used much of his same work, building on those themes, and he has fond memories of his work with the Penguin.

"There was this great sequence of the basket flowing down the river and into the sewers. That was very close to my heart," says Elfman. "The abandoned baby. The Penguin's death at the end. As silly as it is, I loved that. The Penguins carry his body into the water, I'm a huge sucker for that kind of sentimentality."

Burton's Batman team was as efficient as a NASCAR pit crew.

“When we first met, Tim showed me a photograph of Vincent Price in an older film," says Walken of creating his character. "Tim was fascinated with his costume and his hair, he wanted Max to have that kind of look.”

Walken also remembers how quickly ideas became reality when working with Burton.

"I remember in my office, I had a scene with Michael Keaton and there was a reference to the power plant I was building. I said in rehearsal one day, 'You know, it would be interesting to have some sort of blueprint or mock-up of what this power plant would look like,' " says Walken. "Within an hour, there was a model of this power plant next to my desk. I remember saying to Tim one day, 'Maybe Max should have a certain kind of cuff links,' and in an hour they had those cuff links. The people who built things on that movie were just remarkable."

That attention to detail went all the way down to the side characters in the film.

"I can't say enough for the cast, even the smaller players like Pat Hingle, who played Commissioner Gordon. Michael Gough, my Alfred, I really miss him," says Keaton, who had a special bond with the British actor, who played Alfred for nearly 10 years through 1997's Batman & Robin.

Burton says the studio pushed him out of the franchise.

Batman Returns was an undeniable hit, earning $266 million worldwide, but it fell short of the original by more than $145 million and led to Warner Bros. to push for a much more toy-friendly direction for the franchise. Director Joel Schumacher entered the franchise, with bosses at Warner Bros. telling him the studio had received thousands of letters from parents complaining the movie had scared their children. The new director put his own toyetic stamp on Batman Forever (1995) and Batman & Robin (1997), changing the course of the Caped Crusader's big-screen destiny.

"I don't know if any ideas made it in," says Burton of the subsequent film. "I realized halfway through my meeting with Warner Bros. that they didn't really want me to do the movie. They kept saying, ‘Don't you wanna go back and do a movie like Edward Scissorhands? Something smaller?' I said, 'You don't want me to do the movie, do you?'

Keaton exited the franchise soon after, unimpressed with the script for the follow-up. This version of Batman was done, but it remains a bright light in the history of the Dark Knight.