Meanwhile, Shreck's mousey secretary, Selina Kyle (Michelle Pfeiffer) uncovers information she shouldn't have, and Shreck attempts to kill her. But she bounces back and takes on the after-hours persona of Catwoman, who is as forthright and demanding as her alter-ego is a shrinking violet. A complex character, Catwoman is part hero, part villainess and struggles with her various identities.

Bruce Wayne (Michael Keaton), of course, has a similar problem with his responsibilities as Batman, and we see his struggle as well, along with some quirky examples of his love for theatrical entrances, florid rescues and nick-of-time exits.

Part of what holds all this together, of course, are the excellent performances by the stellar cast. Michael Keaton is just right as the Dark Knight, so good, in fact, that it's hard to remember he was a controversial choice for the role back in 1989. But it is Michelle Pfeiffer who has the most difficult role, going from comically klutzy secretary to uneasy avenger to athletic super-villainess to sensual romantic interest, and she balances all these elements perfectly. DeVito, under tons of makeup as the Penguin, is also great, as both a central joke and a terrifying, evil presence. And Walken is very good as a more subtle presence, the token corporate villain, commanding audience attention with a sense of deep-seeded insanity, vivid in his glazed eyes and framed by a wild mane of gray hair. It's also nice to see Michael Gough back as the paternal, ever-patient Alfred the butler.

It's unfortunate that others get lost in the shuffle, chiefly Vincent Shiavelli (best-known as the subway spirit in "Ghost"), as one of Penguin's henchmen; Michael Murphy, as Gotham's mayor; and Pat Hingle, reprising his role as Commissioner Gordon. None of them has much to do. (Look also

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for brief cameos by Paul Reubens, aka Pee-wee Herman, and Jan Hooks.)

There are lots of in-jokes here (including references to incidents in the first "Batman"), and a few gags that require some thought before the laughter follows. The screenplay, by Daniel Waters ("Heathers," "Hudson Hawk"), also has an oddly unexpected biblical subtext, from an early shot of the Penguin as an abandoned infant floating down the river in a basket, to his later attempt to kill all the first-born sons of Gotham's residents.

Tim Burton, the director and chief designer of both "Batman" and "Batman Returns," as well as "Beetlejuice," "Edward Scissorhands" and "Pee-wee's Big Adventure," once again proves himself an innovator, not to mention one of the most original talents currently at work in the movies.

When you put this film in context with his other work, it's apparent that Burton has that rare ability to capture an audience's imagination with a highly commercial film, while maintaining an eccentric darkness, a unique, offbeat sense of humor and what is the central theme of all of his movies — the loneliness of society's many misfits.

All of this adds up to a mixed bag, but the bottom line is that action fans won't be bored. Even at its most self-indulgent, "Batman Returns" is highly entertaining.

"Batman Returns" is rated PG-13 for quite a bit of violence and mayhem, too many vulgar jokes and a few profanities.