"We got to be back home [filming in Burbank] so that made me happy. It was quite the cast with Michelle Pfeiffer and Danny DeVito and everyone. It wasn't as satisfying to me when I saw it, but maybe that’s because the bar was set so high on the first one. I think I only watched it one time. I knew we were in trouble in talks for the third one when certain people started the conversation with 'Why does it have to be so dark?' 'Why does he have to be so depressed?' 'Shouldn't there be more color in this thing?' I knew I was headed for trouble and that it wasn't a road I was going to go down."

"I think the studio just thought it was too weird — they wanted to go with something more child or family-friendly. In other words, they didn't want me to do another one."

"I think I upset McDonald's. [They asked] 'What's that black stuff coming out of the Penguin's mouth? We can't sell Happy Meals with that!'"

"I just have all these memories of her — letting a live bird fly out of her mouth and learning to use the whip and jumping around rooftop sets in high heels. The work and just the performance were very, very impressive."

"Cristi Conaway - the Ice Princess"

"Andrew Bryniarski - Charles "Chip" Shreck"

"Vincent Schiavelli - the Organ Grinder"

"Michael Murphy - the Mayor"

"Pat Hingle - Commissioner James Gordon"

"Michael Gough - Alfred Pennyworth"

"Christopher Walken - Max Shreck"

"Michelle Pfeiffer - Catwoman/Selina Kyle"

"Danny DeVito - The Penguin/Oswald Cobblepot"

"Michael Keaton - Batman/Bruce Wayne"

"The Bat. The Cat. The Penguin."

"[when she and Bruce Wayne realize each other's secret identities] Oh my God...does this mean we have to start fighting?"

"[falls into the back of a dump truck filled with gravel.] Saved by kitty litter... [looks at the burn mark left by Batman] Bastard."

"[after saving a woman from a mugger] You make it so easy, always waiting for some Batman to save you. I am Catwoman. Hear me roar."

"I don't know about you, Miss Kitty, but I feel so much yummier."

"[to crowd] But it's human nature to fear the unusual."

"[fighting Batman] You're just jealous because I'm a genuine freak, and you have to wear a mask!"

"They wouldn't put me on a pedestal, so I'm laying 'em on a slab!"

"[addressing his penguin army] My dear penguins, we stand on a great threshold! It's okay to be scared; many of you won't be coming back. Thanks to Batman, the time has come to punish all God's children! First, second, third and fourth-born! Why be biased?! Male and female! Hell, the sexes are equal, with their erogenous zones BLOWN SKY-HIGH!!! FORWAAAARD MARCH!!! THE LIBERATION OF GOTHAM HAS BEGUN!!!!! [the penguins start deploying]"

"You gotta admit, I've played this stinkin' city like a harp from Hell!"

"[after Catwoman rejects him] Ya lousy minx! I oughta have you spayed! You sent out all the signals! And I don't think I like you anymore! [catches her neck in his helicopter umbrella and sends her flying] Goodbye, my unintended. Go to Heaven."

"Hey, why should I trust some cat-broad, anyway? Maybe you're just a screwed-up sorority chick who's gettin' back at her daddy for not buying her that pony when she turned sweet sixteen!"

"[to a crowd of voters] I may have saved the mayor's baby, but I refuse to save a mayor who stood by, helpless as a baby, while Gotham City was ravaged by a disease that turned eagle scouts into crazed clowns and happy homemakers into catwomen!"

"[about his parents] I was their number one son, and they treated me like number two."

"[to Shreck] I wasn't born in the sewer, you know. I come from... [indicates to a broken skylight, then turns to Max] Like you! And like you, I want some respect! A recognition of my basic humanity! But most of all...I wanna find out who I am. By finding my parents, learning my human name. Simple stuff that the good people of Gotham take for granted!"

"[to Shreck] Odd as it may seem, Max, you and I have something in common: we're both perceived as monsters. But somehow, you're a well-respected monster, and I am, to date, not!"

"[to Max Shreck, after kidnapping him] Hi. I believe the word you're looking for is "AAAAAAAAHHHHHHHHHH!!!!!!!!" Actually, this is all just a bad dream. You're at home in bed, heavily sedated, resting comfortably...dying from the carcinogens you personally spewed in a lifetime of profiteering. Tragic irony, or poetic justice? You tell me."

"Justice is always Darkest before the Dawn."

"Edwin Craig - Antoine Rotelli"

"William Hootkins - Lt. Max Eckhardt"

"Lee Wallace - The Mayor"

"Tracey Walter - Bob the Goon"

"Jerry Hall - Alicia Hunt"

"Jack Palance - Carl Grissom"

"Michael Gough - Alfred Pennyworth"

"Billy Dee Williams - Harvey Dent"

"Pat Hingle - Commissioner James Gordon"

"Robert Wuhl - Alexander Knox"

"Kim Basinger - Vicki Vale"

"Jack Nicholson - The Joker/Jack Napier"

"Michael Keaton - Batman/Bruce Wayne"

"Only one will claim the night."

"I really wanted desperately to obviously do Two-Face… I wanted to see what I could do with it. It would have been different from Tommy Lee's. I've got my own kind of madness."

"I'll always stand by the first Batman. Even for its imperfections, people will never know how hard that movie was to do. A lot of that still holds up."

"We're standing there at one point, I'm in my bat suit, Jack is in Joker get-up and I just looked at him and said, 'We're grown men, right?'tq5 125325"

"There was no guarantee that any of this was going to play correctly when it was all said and done. There had never been a movie like it before. There was a lot of risk, too, with Jack looking the way he did and me stepping out in this new way. The pressure was on everybody. You could feel it."