* ActorAllusion: Creator/ChristopherWalken plays a light-haired CorruptCorporateExecutive named [[Film/AViewToAKill Max]]. His full name is also a reference to Max Schreck, who played Count Orlok in the classic silent movie ''Film/{{Nosferatu}}''. (Also the name Schreck, itself is actually the German word for 'fear'.)
* ActorInspiredElement: Creator/ChristopherWalken came up with the idea of Max Shreck wearing cuff-links made from human molars, having seen it in ''Film/TheGreatGatsby1974''.
* DawsonCasting: Forty-seven-year-old Creator/DannyDeVito as 33-year-old Oswald Cobblepot/The Penguin.
* DVDCommentary: Creator/TimBurton provides a somewhat insightful one, laced with a lot of rambling and giggles.
%% * ExecutiveMeddling:
* MethodActing: Creator/DannyDeVito remained in character between takes.
* MoneyDearBoy: During his appearance on the WTF Podcast with Marc Maron, Creator/MichaelKeaton stated that he has never watched the completed film. He went on to explain that he only took the role because he needed money for a real-estate deal.
* ProductionPosse: Music/DannyElfman doing the score, Bo Welch for production design and Denise De Novi assists in production.
* RebuiltSet: The exterior Gotham City main street set was redesigned, but still retained ''some'' recognisable elements of the set as seen in the previous movie. The 1989 film had been shot over in London, but the sequel was made in Hollywood, hence the need to rebuild several of the sets completely from scratch.
* ReferencedBy:
** The ''[[TheSimpsons Simpsons]]'' episode "Sideshow Bob Roberts" has a plot that [[FridgeBrilliance (unintentionally)]] closely parallels this movie's, with a seemingly reformed criminal running for mayor and a visit to a Hall of Records (albeit by a sympathetic character [[note]] Lisa [[/note]] rather than a villain).
** Sideshow Bob again in "[[Recap/TheSimpsonsS12E13DayOfTheJackanapes Day of the Jackanapes]]", where he uses a spiraling design (in this case an archery target) to hypnotize and brainwash Bart.
** In her music video for "Since U Been Gone", Music/KellyClarkson systematically destroys some of the clothes in her closet while sporting a SlasherSmile. Sound familiar?
* ShowAccuracyToyAccuracy: Kenner's tie-in toy line did have a number of odd gimmick figures and vehicles that weren't in the movie, which is par for many tie-in toy cash-ins. That's not the example here- no, when Kenner made their line, for some reason instead of making a new Penguin figure that looked like the character in the film, they simply used the old "Super Powers" comic-based Penguin tooling they'd made years before.
* WhatCouldHaveBeen:
** Creator/AnnetteBening of all people was Creator/TimBurton's original choice to play Selina/Catwoman, but she turned it down due to her pregnancy at the time. Creator/SeanYoung, still bitter over losing the role of Vicki Vale in 1989's ''Batman'', lobbied hard to secure the role as Catwoman, even going as far as to confront Burton at the Warner Bros. studios, wearing a homemade Catwoman costume... with disastrous results that permanently damaged her career. Other candidates were Ellen Barkin, Jennifer Beals, Creator/LorraineBracco [[note]] She chose ''Film/MedicineMan'' instead. [[/note]], Music/{{Cher}}, Creator/GeenaDavis [[note]] She chose ''Film/ALeagueOfTheirOwn'' instead. [[/note]], Bridget Fonda, Creator/JodieFoster [[note]] She chose ''Film/LittleManTate'' instead. [[/note]], Creator/NicoleKidman, Creator/JenniferJasonLeigh, Music/{{Madonna}} [[note]] Like Davis, she chose ''Film/ALeagueOfTheirOwn'' instead. [[/note]], Creator/DemiMoore, Creator/SusanSarandon [[note]] She was interested, but dropped out to star in ''Film/LorenzosOil'', a role which, ironically, had been vacated by Creator/MichellePfeiffer [[/note]], Brooke Shields [[note]] Burton turned her down because she was no longer a bankable star [[/note]], Creator/MerylStreep [[note]] Burton thought she was too old [[/note]], Creator/SigourneyWeaver [[note]] She chose ''Film/Alien3'' instead. [[/note]] and Raquel Welch.
** Subverted with Nicole Kidman, as she was not a candidate to play Catwoman in ''Returns'', but rather a possible recasting choice for Catwoman's [[{{Film/Catwoman}} solo spinoff]], along with Creator/AshleyJudd.
** The character of Max Shreck was originally written for Harvey Dent (Creator/BillyDeeWilliams), thus explaining the character's political ambitions. The film would have ended on a cliffhanger, with the explosion at the end only scarring him.
** In addition, Dick Grayson was going to have a cameo; he was going to be played by... '''[[RaceLift Marlon Wayans.]]''' He would have been a young mechanic nicknamed "The Kid", who was enlisted to remove the remote control device Penguin had installed on the Batmobile, before helping Batman stop the legion of penguin commandos from destroying Gotham. Apparently, Marlon still gets residual checks for the movie to this day.
** The original script had many, many more members of the Red Triangle Gang. Notable members of the circus in the original script included a ringmaster with poison-tipped gauntlets, included a duo with razor sharp metal blades encrusted into their heads like mohawks, a teenage clown with a neon medallion that read [[XtremeKoolLetterz "CIRKUS"]] who was the original stun gun clown, and a group of clowns dressed like firefighters who operate a fire-engine that happed to shoot napalm (in a possible dark twist on the clown scene from ''Disney/{{Dumbo}}'').
** Sam Hamm's original script for "Batman 2" included a few {{Continuity Nod}}s to the first film, such as Bruce proposing to Vicki Vale, a souvenir store selling scraps of the wrecked Batplane and more insights to the deceased Joker. Catwoman and the non-deformed Penguin were featured, but neither had an origin story, and the Penguin was given the alias "Mr. Boniface" in a MythologyGag (his original alias in the comics; "Oswald Cobblepot" is nowhere to be found). The Penguin enters the film when he is released from prison for previous offenses, Catwoman comes in when he hires her for her burglary skills, and both go off searching for buried treasure. Also, in this script, Selina has already taken on her Catwoman persona before the film's events, and is an out-and-out villain, mutilating street thugs and murdering police officers and millionaires in cold blood. Also, Dick Grayson in this iteration of the script is noticeably darker than most of his other portrayals, chastising Batman for not killing criminals.
** This original script is also, surprisingly, even ''more'' violent than the final product.
** There was talk of having Creator/JackNicholson return as the Joker, despite his fate at the end of the previous film (though it's not exactly unheard of for the Joker to come BackFromTheDead in the comics). All of this was thrown out once Creator/TimBurton agreed to return as director because he didn't want to make a ''direct'' sequel for whatever reason (it helped that he [[CreatorBacklash wasn't too thrilled]] about the first film, plus he dislikes sequels in general), though the film did still reference the previous film's events by mentioning Vicki Vale.
** A later script draft revealed Max Shreck to be Penguin's older brother, the "golden boy" of the Cobblepot family, whereas the Penguin was the deformed outsider. He was supposedly ashamed of his father, after he threw his baby brother into the sewer, and he emancipated himself from the Cobblepot family as soon as he became of age.
** Creator/DustinHoffman was reportedly interested in playing the Penguin. Burton wanted Creator/MarlonBrando, but everyone (including Creator/BobKane) thought he would be wrong for the part. Creator/JohnCandy and Creator/BobHoskins were also considered.
** Burgess Meredith (who played Penguin in the 60's ''Series/{{Batman}}'' series) was considered to play Penguin's father; however, he was unable to appear due to complications resulting from lung cancer.
* WorkingTitle: "Dictel".