* ActorAllusion: Jim Carrey as The Riddler shrieks when he hallucinates a giant bat. In the same year, Carrey in [[Film/AceVentura Ace Ventura - When Nature Calls]] played a character who has a bat phobia.
** Jim once performed a standup routine about impulses and how important it is to control them. In this film, the Riddler calls Two Face out on having a serious impulse control problem.
* AllStarCast
* BeamMeUpScotty: Folks, ''nowhere'' in this movie does Batman say "Chicks dig the car"; it's what ''Robin'' says in the CallBack to this movie in ''Film/BatmanAndRobin''. What Batman ''actually'' says is:
-->'''Batman''': It's the car, right? Chicks love the car.
* BreakawayPopHit: Music/{{U2}}'s "Hold Me Thrill Me Kiss Me Kill Me". Inverted with Seal's "Kiss From A Rose" (it was released the year before, but only became a smash hit after [[RevivalByCommercialization its inclusion]]).
* DawsonCasting: Chris O'Donnell is 25 playing a character that, at this stage of the storyline, is supposed to be a tween at the oldest. Bruce Wayne [[LampshadeHanging does suggest he's around college age]], but still...
* ExecutiveMeddling: See WhatCouldHaveBeen below.
* FakeAmerican: Creator/JimCarrey, Canadian by birth, as Riddler. Also, Aussie NicoleKidman.
** Although to be fair, the latter was born in Hawaii.
* GroinAttack: For real. Jim Carrey got a little carried away with his cane-twirling and clobbered co-star Jones right between the legs.
* HeyItsThatGuy: The warden of Arkham Asylum at the end of the film is René Auberjonois from ''Series/StarTrekDeepSpaceNine'' and ''Series/BostonLegal''.
** Creator/DrewBarrymore is one of Two-Face's ladies.
** R&B divas En Vogue also make a cameo when Dick steals the Batmobile and they "affectionately" call him Batboy.
** [[Series/TrueBlood Nan Flannigan]] appears briefly as a TV reporter.
** An unbilled Ed Begley Jr. plays Stickley while Jon Favreau has a small role as one of Bruce's assistants.
** Comedian George Wallace has a brief role as Gotham's mayor.
* OldShame: Only if you read it out of context. Val Kilmer enjoyed working on this film and everyone involved and would have been interested in returning once his schedule cleared up, but (fortunately for him) ''Film/BatmanAndRobin'' continued without him. But he was quoted as saying "I've done an absurdly commercial cartoon and now I'm more likely to get hired for a job I couldn't get hired for before because I hadn't done enough movies. It's so rare when an actor gets hired because he's right for the role, it just doesn't figure into it." (In ''Film/KissKissBangBang'', Kilmer's character Perry shows up and says virtually the same thing to Robert Downey Jr.)
* TheOtherDarrin: Two of them!
** Val Kilmer replaced Creator/MichaelKeaton, who bowed out as Bruce Wayne/Batman after seeing -- and disliking -- the LighterAndSofter treatment.
** Creator/TommyLeeJones replaced Billy Dee Williams as Harvey Dent/Two-Face. The studio had to buy out Williams' contract, as his contract included him playing Two-Face, but the studio wanted to go with Tommy Lee Jones instead.
* PlayingAgainstType: Tommy Lee Jones, who usually plays stoic DeadpanSnarker type characters, here plays Two-Face as an incredibly loony, off the wall villain the 1960s Adam West Batman style.
* SoMyKidsCanWatch: Tommy Lee Jones signed on as Two-Face because it was his son's favourite character.
* WhatCouldHaveBeen: The [[http://www.batman-on-film.com/opinion_scissorpuppy_forever.html original version of]] ''[[http://www.batman-on-film.com/opinion_scissorpuppy_forever.html Batman Forever]]'', before it was edited to make it more family-friendly. Several of the cut scenes (notably "The Bat Must Die!" and Bruce's encounter with a giant bat) would appear in the music videos for the movie, and the comic book adaptation retains the deleted cuts while making it more violent, specifically the large pools of blood around the fallen Graysons.
** The cuts also would have changed the chronology of scenes in the finished cut: The Batsignal seen by Bruce at Wayne Enterprises is being helmed by Chase in the final cut, but it would've originally summoned him to the bank after Dent escaped Arkham in the deleted opener (which would explain the sirens Bruce hears when he sees it), and the scene with Chase on the roof would've been slotted before the Batmobile chase where it climbs the wall.
** Unlike Burton, Schumacher is a [[OneOfUs life-long comic book fan]] and originally wanted to do a film version of ''[[ComicBook/BatmanYearOne Year One]].'' He had '''{{Frank Miller}}'s''' help drafting a screenplay! But the [[ExecutiveMeddling executives at Warner Bros.]] wanted something that could be [[LighterAndSofter sold to kids...]]
** What would have happened had Billy Dee Williams insisted on playing Two-Face?
*** On the DVD featurettes, Billy Dee points out that the chemicals would have made one half of his face lighter than the other, and that this would play into questions of race, or something.
** Before Schumacher took over from Burton, Scarecrow was going to be in this one, and Brad Dourif had been penciled in to play him.
** Another comic book fan lobbied to be director before Schumacher was hired. His name? Creator/SamRaimi.
** Rene Russo was in line to play Chase Meridian when it was still believed that Michael Keaton was going to come back to play Bruce Wayne/Batman, not Val Kilmer. She was replaced by Nicole Kidman because the producers weren't comfortable with the idea of having Batman's love interest be played by an actress rather significantly older than the actor playing him. This in spite the fact Rene Russo is only about five years older than Val Kilmer, who is about eight years older than Nicole Kidman. Plus, Margot Kidder was almost five years older than Christopher Reeve when they played Lois Lane and Clark Kent respectively in the Superman movies.
** Schumacher also initially wanted Sandra Bullock to have a role in this movie.
** Marlon Wayans was originally set to play Robin, having been attached to the role since ''Batman Returns'', but was bought out of his contract. LeonardoDiCaprio and Scott Speedman were some of those who auditioned for the role of Robin.
*** As did [[HilariousInHindsight Christian Bale]]. Notably, when Bale auditioned for ''Film/BatmanBegins'', the Batsuit he wore in his screen test was the one Kilmer wore here. (That's right -- Bale ''has'' sported Bat-Nipples.)
*** Though [[http://www.nowmagazine.co.uk/celebrity-news/267120/christian-bale-i-would-never-have-bloody-auditioned-to-play-robin Bale has denied auditioning for Robin.]]
** Before the helm was turned to Schumacher, Burton supposedly wanted [[Franchise/TheMonkees Mickey Dolenz]] as the Riddler, complete with a question mark [[BloodierAndGorier carved into his forehead]], natch. Carrey was planning on shaving a question mark on his head, but scrapped it because he was due in court for his divorce proceedings.