Director Joel Schumacher was fresh off a surprise hit with 1995's Batman Forever, and most of his team was returning. Though Schumacher lost star Val Kilmer as Batman, George Clooney, the promising star of TV's ER, quickly stepped in to don the cape and cowl. Arnold Schwarzenegger, one of the world's top box-office draws, came aboard as the villainous Mr. Freeze. And talents like Batman Forever's Chris O'Donnell (Robin), Clueless breakout Alicia Silverstone (Batgirl) and Oscar nominee Uma Thurman (Poison Ivy) rounded out a star-packed cast.

What could go wrong?

To find out what did go wrong, Heat Vision caught up with Schumacher and eight other people who labored over the film.

It's hard to pinpoint why the movie didn't shape up as hoped. What's clear: the film was a victim of franchise-mania. Competing corporate interests helped push Batman & Robin to becoming a very, very expensive toy commercial rather than a movie in its own right. At the same time, there's plenty of good in Batman & Robin, and that's covered here too.

Some of the tidbits you'll find below include a look at Schwarzenegger's larger-than-life presence on set (complete with Cuban cigars hand-delivered by Jon Bon Jovi), the double standard Alicia Silverstone faced after accepting the role (including an insensitive drawing that circulated during preproduction); and a look at some of Batman & Robin's most enduring rumors (including the one Star Trek fans will be crushed to learn isn't true).

Arnold signed on for a cool $25 million — and no, Patrick Stewart was not up for Mr. Freeze.

Those who worked on Batman Forever weren't particularly surprised that Kilmer opted not to return, as he and Schumacher didn't quite get along.

"Batman Forever, when we were on the world tour, it just really went to his head," says Schumacher of Kilmer's exit, before stopping himself. "I'm not going to get into that. He wanted to do Island of Doctor Moreau because Marlon Brando was going to be in it. So he dropped us at the eleventh hour."

Warner Bros. exec Bob Daly suggested a handsome rising star from the TV world to step in.

"I went to the Valley, where George lived with his pig and his great friends, and we said, 'Let's do it,'" recalls Schumacher.

One of the most enduring myths about Batman & Robin is that Patrick Stewart was up for Mr. Freeze. Not so, says Schumacher.

"It's a wonderful idea. But no one ever suggested him," he says. "I had met with Arnold several times, because he was always interested in working together."

(Here's something extra for all of you Batman & Robin conspiracy theorists out there. Storyboard artist Tim Burgard remembers working from an earlier script in which Mr. Freeze's lines were written for someone more like Stewart than Schwarzenegger: "All the dialogue was for Mr. Freeze, you could tell it was meant for somebody who would deliver it in a Shakespearean fashion. It was hysterical; in my head, I was reading Freeze's dialogue as Schwarzenegger." As Burgard recounts it, subsequent versions of the script swapped out Freeze's original lines for the puns that made it into the film.)

Schwarzenegger received top billing, and a hefty $25 million payday (about $1 million per day he spent on set).

"The cast ate the money up," says producer Peter MacGregor-Scott. "It's tough when you wake up in the morning and just spent $25 million! Oh dear. But he was great."

Luckily for the bottom line, Clooney wasn't commanding the salary one would need to cough up to land him today. ("He was a bargain," says MacGregor-Scott.)

As for Poison Ivy, Julia Roberts is often rumored among the actresses who were up for the role. Nope, though Schumacher says a number of other actresses' reps did reach out.

"Julia and I did two movies together back to back. We're friends. She would have picked up the phone and called me," says Schumacher, who decided to cast Thurman after seeing a Vanity Fair photo shoot by Annie Leibovitz while he was flying back from Mississippi after shooting the John Grisham adaptation A Time to Kill.

Weightlifter Jeep Swenson was enlisted as Bane after one of the stuntmen on Batman Forever suggested him.

"I think he had the biggest biceps on record at that time. He was a sweet guy with a young family," says Schumacher of the actor, who died shortly after the film opened. "He was a dream to work with, and I think we were all crushed by that."

Paparazzi photos of Schwarzenegger in costume were going for $10,000.

The production of Batman & Robin inspired a type of hysteria that's common today, but was quite unusual 20 years ago. Media and fan interest was intense throughout its production, leading to a security issue.

"I had the security people all over the stage. Clearing people who out who had cameras on them, " says MacGregor-Scott. "They were getting $10,000 for a picture of Arnold. And we had a fabric tent around him, when he would walk from his trailer to the stage."

Access Hollywood aired audition tapes of men vying to play the small role of Antonio Diego, aka Bane before he's bulked up. "I just threw myself against the wall and screamed, the top of my lungs," recalls Michael Reid MacKay, who won the part.

And celebrities were coming in and out of the set, mostly to visit Schwarzenegger.

"Jon Bon Jovi came by and he brought Cuban cigars for Arnold. So Arnold had them color it white so he could smoke it in the scenes," says Stogie Kenyatta, who played a thug working for Mr. Freeze.

"Jesse Ventura had a cameo as well," says composer Elliot Goldenthal of the future Minnesota Governor. "You can run government, you can have a dramatic career, but no one is too high and mighty to do just goofy comic characters."

Clooney was the lead, but he didn't quite yet have the star wattage of Schwarzenegger on set. While the small-time character actors were wowed to see the Terminator in person, Clooney didn't loom as large, though he did enjoy humorously talking about his uncomfortable costume.

"He definitely has a great game of basketball. Because they would always be playing pickup basketball games," recalls Joe Sabatino, who played Frosty, another Mr. Freeze thug.

Clooney wasn't the only one whose costume put a cramp in his style. Sabatino once walked out on to the Warner Bros. lot during his lunch break to hit the gym for a light workout, only to notice the woman working out next to him was Cindy Crawford.

"At the time she was single, and was like, 'I'd really like to talk to you, but I look like a monster!' " he says. "She laughed and was really nice. I was like, when you get to meet Cindy Crawford, and you're looking like a monster, not that great a thing."

Schwarzenegger suffered to play Freeze — and even had battery acid leak in his mouth.

Schwarzenegger was filming the Sinbad comedy Jingle All the Way when he informed Jeff Dawn, his longtime makeup artist, that he would be starring in Batman & Robin. Just a few years earlier, Dawn had won an Oscar for Terminator 2: Judgment Day, where he'd worked on the frozen T-1000 (Robert Patrick), which involved spraying the star with a can of Christmas tree flocking.

"This is back in the days when you kind of look at the can and there's no major skull and crossbones on it. So you think, 'This is OK to spray on someone's face.' Nowadays it's a whole different ballgame when it comes to safety and safety data sheets and all that. But back then, you'd smell it and go, 'It's extremely flammable, and there's some smoke skull and crossbones down here, but I think we'll be OK.' "

After months of work (and testing some perhaps unsafe materials on extras), the Mr. Freeze look was perfected, with safe-for-humans acrylic paint applied to Schwarzenegger. Mr. Freeze had an entire 11-person unit dedicated just to him for a prep that took four hours in the morning.

That long makeup time limited how much the production could shoot with Schwarzenegger, whose contract had a strict 12-hour policy.

"He'd always have tons of people around him," says Dawn of those long makeup sessions. "One person would be massaging his hand. He'd have an assistant there talking, he would be eating. I would have one or two people assisting me. It's a lot of bodies in a very small area around a big guy."

Dawn had convinced Schwarzenegger to shave his head for the role, telling his star that wearing a bald cap would add an extra hour and 45 minutes to his day in the chair and wouldn't look as good. Schwarzenegger agreed to go bald, and even booked an EPK crew to film his head getting shaved.

But on the appointed day, the star balked.

"He goes, 'I changed my mind. I want to wear a bald cap for the film,' " recalls Dawn, who reacted with horror. "Oh my God! That's a big deal."

Dawn reached over to his electric hair trimmer anyway, and turned it on. The trimmer buzzed. The men stared at each other.

"I'm looking at Arnold. He's looking at me with this big shit-grin smile, like, 'Jeff, go ahead! I dare you,' " says Dawn. "And I turned it off and put the shaver back, thinking, OK, I'm not going to go this route. I'm glad I didn't to this day."

The bald cap it was.

The final touch for close-ups was an LED light for Mr. Freeze's mouth. It made delivering lines a challenge, but even worse, it proved to be a serious danger.

"When you put it in Arnold's mouth, Arnold's saliva would creep into the seams of this thing and attack the batteries. The batteries would immediately start disintegrating and start putting out battery acid into Arnold's mouth," says Dawn.

The actor was not happy, shouting, "It tastes like shit! What's in my mouth?"

Dawn created a workaround, packing the whole device into a tiny balloon. But another problem emerged: the light only lasted about 20 minutes before the batteries died, prompting frequent stops during a production already pressed for Schwarzenegger's time by the makeup demands.

"Arnold is sitting there in this incredibly uncomfortable suit and it's costing us $5,000 a minute to wait," says Dawn.

The costume was so convincing that even his young son didn't recognize him.

"The nanny brought him in, and Arnold, dressed as Mr. Freeze walked over to his son, and his son started crying," recalls production supervisor Jacqueline George. "He was smoking a cigar after we cut. He's like, 'It's daddy!' And [his son is] like, 'No it's not!' And it was so cute, because he was just a little boy. I thought how strange that must be to see your dad in a Mr. Freeze costume."

Silverstone was the victim of body shaming in the press, and even got grief from the production office.

Silverstone's character was introduced as a way to bring in a younger, female audience to the franchise, but the actress faced intense media scrutiny after being cast that her male co-stars never did.

Silverstone, then just a teenager, was criticized by fashion commentators after presenting at that year's Oscars. (Those critics "thought she looked more Babe than babe," read an April 1996 EW article). Schumacher and Silverstone’s spokesperson issued a statement in her defense and to assure the press she was training hard for the role of Batgirl.

In the production office, she also became the target of a joke after rumors circulated that Silverstone was having trouble in costume fittings. Storyboard artist Burgard drew a cartoon of Batgirl that nearly got him in trouble (though he notes, it was of the comic book character and was not meant to look like Silverstone).

"I heard that she was in the costume department being synched into a corset to fit into what they were going to try to do the costume," says Burgard. "So I did a cartoon of what I thought that looked like. … I did it as a movie poster, Clueless 2: The Casting of Batgirl. It was a private joke, just the guys in the art department."

But the joke got out when a production assistant made a copy.

"He put it up by his station, whereof course Bob Ringwood, the costume designer saw it — and had a shit fit. I think the quote was, 'She is trying so hard!' Luckily for me, I never signed it. So I got to keep working."

For Schumacher, his goal with Silverstone's Barbara was to make her more than "just this little blond girl in a boarding school costume."

"So that she would have a secret life, and she and Robin would have more in common and be very competitive with each other," he says of her interest in motorcycle racing. "Then I thought, why not do a set piece and make it fun for the audience? Then we made up groups. I think there was a Clockwork Orange group and there were British dandies and powdered wigs. There were all kinds of groups of they all had their own identities."

There were a lot of Batmen, Robins and Mr. Freezes.

There was literally a Batman for every occasion — including that infamous bat ice-skating scene.

"We had to have people for the ice skating, we had to have drivers, we had to have all the guys that could do the acrobatics," says George. We had several doubles for both Batman and Robin, because each guy brought a different skill set. One guy had to do all the incredible skating, one guy had to do the areal gymnastics."

The same went for Mr. Freeze.

"We would have a couple of other Arnolds, standing around ready to get in their suits at any one time," says Dawn. "It was so easy to hide the real Arnold with all of that stuff on. It's really important to the close-ups, and that's about it. Everyone else could be a double or a stunt person. It's so time consuming and uncomfortable that we'd only use Arnold for what we needed Arnold for."

Screenwriter Akiva Goldsman expressed worries to Schumacher early on.

There were early warning signs that Batman & Robin might be in trouble. Schumacher had resisted sequel overtures from Columbia Pictures on 1985's St. Elmo's Fire ("I couldn't see a sequel"), but went against that policy in this case. He and screenwriter Akiva Goldsman went straight from Batman Forever to A Time to Kill right back to Batman & Robin.

"Akiva was very leery about Batman & Robin. We had a couple of very serious discussions about it, and he was right about it in the long run," says Schumacher.

And while toy companies and other corporate partners had wanted nothing to do with Batman Forever, everyone wanted in for the sequel. Schumacher learned what it means to make a movie toy-etic: "when you have something in the movie they can make toys out of." Perhaps the production went too heavy in that direction.

Warner Bros. was also insistent on carving out a date two years after Forever. The train was leaving the station, no matter what.

"Suddenly you're carrying what's called the tentpole movie of the year. Which means that's going to carry all the other movies," he says. "So you are going to open whether you have something or not. Because those spots in the summer are so sought-after and so juggled around that you've got to piss on your ground or you're not going to have dates in the summer. And then it's like, "Oh my God, I'm opening. But now I have to make something to open with.' "

As Goldenthal puts it: "It seems like you never have enough time, and seeing the posters all over Ventura Boulevard or Sunset Boulevard or the subways in New York, you are reminded how few days you have left to complete the project."

If there's blame to be had, Schumacher accepts it all. But he also feels bad that he may have let down his cast and crew, who he feels did strong work.

"All I'm going to say is I was a big boy. I chose to do it. I don't think I did my best job. That really bothers me," Schumacher says.

Fans have pounced on the director saying what he really wanted to do was make Frank Miller's Batman: Year One, but he says it's not like he had another movie ready to go and Warner Bros. forced him to make this one instead.

"I remember a few journalists calling me and saying, 'There's a rumor that you felt you never got to make your Batman movie and that you had a secret script. And that you were going to shoot that.' Well that's all fantasy," he says.

But there are a few hints as to other directions the movie, or perhaps at least the series, could have gone had Schumacher continued or had his drothers. A scene in which Bane and Poison Ivy break out Mr. Freeze from Arkham Asylum is one of those breadcrumbs, with the scene featuring costumes for the Riddler and other villains.

"I always wanted to do a whole Arkham movie, and did a scene at the end of Batman Forever when Jim is in a straitjacket and Nicole [Kidman] comes to see him. And it was just a nod to back to Arkham asylum which I love, and I thought it would be fun to put the other villains up there," he says.

***

At the premiere, fans were treated to icicle pops, and the cast and crew were in good spirits.

Then came the reviews.

Still, Batman & Robin opened at No. 1 on June 20, 1997, with $42 million on its way to $238 million worldwide on a $125 million budget. It ended its box office run nearly $100 million short of Batman Forever's haul.

"It was such a scandal! It was like I had murdered babies or something, and in hindsight, I'd say wasn't it an innocent world where a Batman movie, which was from comic books could be —," Schumacher says, before changing course, remembering one of the film's most controversial additions to the Batman mythos. "The nipples! That was the greatest! That was the absolute greatest. That two rubber things, the size of pencil erasers would be a big f—ing deal."

Warner Bros. scrapped plans for a third Schumacher-directed Batman, and spent years going through directors and screenwriters before finally settling on Christopher Nolan's pitch for Batman Begins.

The film has inspired an entire cottage industry of internet videos and articles pointing out its flaws. Yet in a way, it continues to entertain people through those very articles and videos. The continued interest is something that surprises Schumacher.

"Is it popular for all the wrong reasons?" he asks with a laugh.

Sometimes it's obvious why a movie didn't work. Perhaps the production was rushed, or a director wasn't up to the challenge, or the film spends too much time focusing on the franchise rather than the movie. Do any of the above apply to Batman & Robin? It was too franchise-focused and it certainly was fast-tracked too quickly for its own good, but even though for years Shumacher has taken the blame (and apologized again and again), it's hard to argue that he wasn't up for the challenge. The movie came in on time and on budget. There was no runaway production. There were no expensive reshoots.

Schumacher, now 77, says it's nice to have a career to look back on, because for so many years he spent hustling — in wardrobe departments, as a writer, as a director of TV movies — it was never apparent he would have a career.

"I think I'm one of the luckiest people that ever lived. I got my dream. I got it so much bigger than even I could have dreamed it," he says. "You know, I'm just a kid whose parents died very young who was on his own and grew up behind a movie theater before TV, and I wanted to tell those stories, and look what happened."

Haven't had enough from Gotham City? In 2015 we did an oral history on Batman Forever. Here's an in-depth look back at Batman Returns. And here's what it took to rehab the Dark Knight for a post-Schumacher world.