But Batman Returns, Burton's 1992 follow-up, left studio Warner Bros. itching for a change. While the film was successful, it fell $145 million short of the 1989 film's $411.3 million global gross. Its darker tone and grotesque villain Penguin (Danny DeVito) was far less toy friendly than Jack Nicholson's Joker, with merchandising an ever-growing key to franchise health. Burton and the studio mutually agreed the director would step back and take a producing role for a third Batman film.

Enter Joel Schumacher, a veteran director who would change the course of Batman's onscreen history more than anyone could have imagined (and not just with anatomically correct suits).

With Michael Keaton later dropping out as Batman, Val Kilmer stepped into the cape and cowl as Bruce Wayne/Batman. A slew of notable franchise newcomers rounded out the cast, including Jim Carrey (the Riddler, originally to be played by Robin Williams), Tommy Lee Jones (who took convincing to join as Harvey Dent/Two-Face) Chris O'Donnell (Robin) and Nicole Kidman (love interest Dr. Chase Meridian). Schumacher personally had to meet with distributors around the world to get them to carry the film. Most toy companies turned their noses up at the project.

When Batman Forever hit theaters 20 years ago on June 16, 1995, it was colorful and splashy, like a comic book panel come to life. Defying all expectations, it went on to break the then-record for opening weekends at the box office with $52.2 million on its way to a $336.5 million global haul.

"I DON'T GET IT"

In 1993, Schumacher agrees to direct the film after receiving Burton's blessing. Keaton is still expected to star, with Robin Williams considered the frontrunner to play the Riddler. Schumacher is juggling duties on John Grisham's 'The Client' as he prepares for 'Batman Forever.'

Joel Schumacher, director: I would never do it unless it was OK with Tim. He's always been a gentleman to me. Tim and I had lunch and he said, "Fine. I'm finished Joel, so fine." That having been done, it was a very exciting prospect. I grew up on Batman comics. I was going to get to make a Batman movie.

Lee Batchler, screenwriter: Later on when we wanted to do the Riddler, it was going to be Robin Williams. With the Riddler, we wrote it with Robin's voice. He read our script and loved it, they just didn't make the deal. So when it came to Jim Carrey, he very much did our script. It was just a little less Robin Williams. It was a little more straight. It was very much the same character and the same lines.

Schumacher: Michael Keaton was going to play Bruce Wayne/Batman. That was the constant. I was with my friends watching Tombstone. It's a terrific movie, and Val gave a really scene-stealing performance. When they were all kind of walking down the street together. I said to one of my friends, "God, he'd make a great Batman wouldn't he?" thinking that could never transpire.

Peter Macgregor-Scott, producer: Joel was in the Carolinas shooting The Client. I go to see Joel on set and got Tommy Lee [Jones] and all of his principle actors working. Tommy Lee and I were quite good friends. I'd done Under Siege and The Fugitive with him. And I remind him that he got the Academy Award for The Fugitive. "F— you" he said (laughs). He's a great guy. Difficult but wonderful. Later when we were working on Batman, I said to Joel, "Tommy would be a fantastic Harvey/Two-Face." He said, "Go get him." So I sent Tommy Lee the screenplay down in Texas, and two hours later, he calls me up and he says, "I don't get it." I said "Why don't you reread the f—king thing and remember that the Academy Award-winning actor Tommy Lee Jones is playing the f—king role!" And I hung the phone up. (Laughs.) A few hours later, he calls back and says, "OK, I'll do it." And then he got on a plane and flew into Burbank the next day, and we went to work. No management. No nonsense. The deal was obviously going to be worked out.

Janet Scott Batchler, screenwriter: We originally met with Joel and with Tim, and they told us they wanted to do two villains again, like in Batman Returns. They knew they wanted Tommy Lee Jones as Harvey/Two-Face. We suggested the Riddler. Joel also told us they wanted to introduce Robin.

Schumacher: Chris O'Donnell was perfect in the version we were making. I asked Nicole Kidman to play the heroine because I thought there would be restrained but definite sexuality between Val and Nicole. And they overachieved. Getting Jim to play the Riddler — I don't think I got him to play the Ridder. I think we raced into each other's arms. No one else could wear the suit. I think the audience has to feel with the Riddler that he could outsmart you. We sort of feel that with Jim — that there is a mind like Robin Williams and other great comic minds — where they are just ahead of you. That he could outsmart you. And yet be totally insane. We decided just to do the Riddler on steroids.

Batchler: To solve the two-villain problem, we said, "OK, for this time around, Batman will have his villain. Bruce Wayne will have his own villain." So the Riddler's enmity was against Bruce Wayne, and Two-Face's was against Batman. Each persona has its own villain, structurally.

Scott Batchler: We really wanted to explore the duality of the characters. When we met with Tim, we pointed out that in a role like Superman, Superman has an alternate identity, but he's the only one. Lex Luthor is Lex Luthor. Lois Lane is Lois Lane. In Batman, everybody has a dual identity.

Schumacher: I asked Drew Barrymore to play one of Harvey/Two-Faces girlfriends, Sugar. Debi Mazar, whom I knew as Madonna's makeup artist, had been in Goodfellas. I didn't know she could act, and she sent me pictures that had been taken of her as Bettie Page. The original characters were called Leather and Lace. The studio felt that was a little — you know — so they became Sugar and Spice, the PG-13 version. They were great.

"WHERE ARE WE GOING TO SHOOT IT?"

With casting complete and a first draft to guide them, preproduction begins as the screenwriters continue to make revisions.

Macgregor-Scott: The first question was, where are we going to shoot it? Warner Bros., as big as their stages are, they were absolutely insignificant to be able to put in Wayne Manor or the Batcave.

Barbara Ling, production designer: For the Batcave, it was incredibly challenging to get the scale. I didn't want it to be a little Batcave. The Howard Hughes Spruce Goose Dome in Long Beach was the only place I could have ever built the Batcave, because you really needed the height. There's no soundstage that had enough scope that you could go up and look down. It was very difficult to work in there because that was really just a big umbrella. So you had to build a structure inside to hold everything up. That was extremely challenging, building it. But it was thrilling to finally see it work. When you have the car on the turntable, that was six stories high. You couldn't have done it on a soundstage.

Warner Bros. made a deal to build sets inside the Spruce Goose hanger, built to house Howard Hughes' famed flying boat. Many of the crew stayed on the nearby Queen Mary during production.

Macgregor-Scott : With [costume designer] Bob Ringwood, we had to create our own manufacturing warehouse to make the suits, using large and expensive pieces of equipment. It's an oven to actually heat up the rubber and create the shapes — these very unusual shapes. We made probably something like 75 suits. It's a significant investment.

Ling: We had early discussions with [Alien designer H R.] Giger about the Batmobile. He had these insane, fabulous, weird scribbles that were very like Alien. It was exciting that this strange mind briefly touched upon us, but it didn't work out. We hired this fabulous team of builders, this young team who had never done a movie before, Trans-FX. From our drawings, we went in to doing little 3D clay and shaping that. It's amazing how much the design of that morphs. As it becomes more 3D, you go back in and keep redesigning. Drawing a car is one thing, but it doesn't ever really look like that. Once you 3D that, it's like "Oh my God. That fender looks gigantic." TFX said, "We'll build everything from scratch. We won't try to work this onto a Ford chassis." And you couldn't have.

"A ROCK 'N' ROLL COMIC BOOK LOOK"

With the cast assembled and the script in good shape, filming begins in September 1994. It would look different than any superhero movie before it.

Stephen Goldblatt, cinematographer: Joel wanted to literally make it comic book looking. He was very happy as soon as he saw bright colors and homoerotic posing and all of that stuff. He was as happy as the day was long.

Ling: Unfortunately, the first day the stunt guy drove the Batmobile, he actually had an accident. The fins acted as a very big wing. For a stunt guy getting used to that, when you go to make a turn, it's the weight value of how that wing created a flow to the back tires. He tried to do a 360 and that wing flipped him around. That was the first day and we saw the driving and we said "Oh great! Repair." Then they got the hang of it. It's not a normal car.

Goldblatt: Jim was magnificent and funny and improvisational. He was just tremendous, at the top of his form. Tommy Lee, of course, in his prosthetic makeup, which he had to endure — it didn't put him in the best of tempers at all times — having to be in makeup at 4 or 5 a.m. for three hours. Val Kilmer was the most beautiful Batman. The perfect face for that mask. Those lips.

Schumacher: The nice thing is [Batman creator] Bob Kane was alive, and he would come and visit at least two times a week. He definitely enjoyed the beautiful women.

Goldlbatt: For the lights, I didn't use normal rigging. It was all rock 'n' roll rigging. I had a concert lighting guy and his crew. Now what that means is I could adjust the color and the intensity, the direction and the diffusion of each lamp without having to go to each lamp. They were all fed down to consoles on the stage floor. We could move very, very quickly. The conventional way could have taken days. It gave it that rock 'n' roll comic book look.

Macgregor-Scott: It's difficult to understand the scale that movies like that require and the enormous amount of work that goes into it. You can't just wake up one morning and say, "Oh, I'm just producing a Batman movie." It takes a great deal of preparation. I'd shot all over the world, but not on the scale of this. Our sets on Batman — a small set would be 30,000 square feet.

Goldblatt: We went to New York and we lit the entire length of Wall Street, up to about 20 or 30 stories, physically. Then we had an old-fashioned crane and the camera rises as the Batmobile is coming toward the lens — or as it was going away; I can't remember now — and at the end of the shot, CGI filmed it over. I imagine nowadays they would create a computer-generated Batmobile. They'd never go to New York and light for two weeks. But that's what we did. It's probably the biggest lighting setup we ever had to do. It was very, very beautiful. That really sticks out because that was near the beginning of the movie, too.

Scott Batchler: Things like the Batmobile going up the side of a building was not in either of our scripts. Joel used to chew us out and say we were his reality police. We would have been saying, "OK, the Batmobile goes up the side of the building. How does it get down?" Because story logic is always very important to us. While you get to have fun and play in a big playground when you're writing a comic book movie, that is something we would not have written, simply because of the story logic elements.

Goldblatt: Don't forget this was early visual effects CGI. We didn't have an enormous amount of greenscreen at all. A lot of the stuff I did old-style analog. When Batman is diving down into the Riddler's lair and all those question marks are spinning behind him, that was a drum, like they used in the 1920s. Except we built a nice big one. We mounted the camera upside down, so Val is standing and his arms are above his head. He's not diving, but the camera is upside-down so it looks the exact reverse. And in the background is spinning and that was all done in-camera. The vast majority of the film was done without the use of computer-generated graphics, except for the Batmobile chases.

Ling: It's a year and a half of seven days a week of never stopping working. There's so much. On a Batman movie, everything is designed. You can't just have normal furniture. You're designing everything. It's kind of a nonstop world of pure adrenaline. The most design you'll ever do is on movies like these.

"SOMEBODY SAID IT MIGHT DO $30 MILLION"

The film opens June 16, 1995, to more than $52.7 million, then the biggest opening weekend of all time. The hit would go on to gross more than $336.5 million worldwide, topping 'Batman Returns' by $60 million, though falling short of the original 'Batman.'

Schumacher: It was not expected to be the success it was. Nobody really wanted another Batman movie. I had to go all over the world and try to sell it to distributors. That was new. I'd never had to do anything like that. For the merchandising, not a lot of people signed on. The ones that did, Hasbro and Walmart and a lot of the people who did hold their nose and jump, cleaned up.

Macgregor-Scott: Somebody said, "It might do $30 million." And we said, "That person needs to go to an insane asylum."

Scott Batchler: At the end of the weekend, we're wondering what the numbers were. Did we make $30 million? We ended up making something like $52 million. Of course we didn't know that until Sunday night. You didn't have a Friday night forecast that basically told you what the numbers were going to be.

Schumacher: I was in Australia when I got the call that opening weekend. I was nervous of course. I remember calling my friend who was vice president of the studio and I said, "What's happening Friday night?" And he said, "We think it's going to break a record." I was going out for a run. I remember running in the wilds of Australia raising my hands up going "Yes!"

BATMAN AND ROBIN BEGINS

With 'Batman Forever' a hit, a sequel was immediately greenlighted. Schumacher wanted to go dark with a sequel, but eventually made 1997's 'Batman & Robin' after receiving pushback from the studio. The poorly received sequel would change the course of Batman history, sending the studio into a period of years spent reevaluating what to do with the Dark Knight.

Schumacher: After Forever's success, I wanted to do The Dark Knight. It was going to be very dark. I remember going to the set of Face/Off and asking Nic Cage to play the Scarecrow. The studio, and I'm not sure the audience, was in a frame of mind to go too dark with Batman at that time. It's interesting how our culture has changed. How the socioeconomic, political culture makes it absolutely palatable to see Chris [Nolan]'s Batman — for instance, The Dark Knight Rises, which is such a comment on exactly what's happening. You might be able to track that on all the movies. Maybe Batman is one of those things like pi. It's the center of the universe.

Macgregor-Scott: Storage after a movie like Batman Forever becomes a real element. A lot of the sets get folded and held so they are available for the next picture if need be. We didn't keep the cave, because the cave is so unwieldy. You had to make the cave each time. All the unused bat costumes. All the wardrobe saved. The actors would like to walk off with pieces, and we have to be very careful that that happens to an absolute minimum. Arnold Schwarzenegger wanted a costume of Mr. Freeze. It went all the way up to the top of the studio. He had to sign a contract, and I think he pays $1 per year to borrow the costume. The lights in those costumes last 9,000 hours. He doesn't have them on all day long, but he does turn them on quite frequently.