Batman Forever and Batman & Robin. It towers over them in terms of quality, the performances are more effective, the psychological implications more fascinating, and the special effects and set design are dark, cool and mysterious and not dominated by overblown, glitzy neon. Yet, the flaws are more frustrating because they are affixed to an otherwise superior movie, and it probably wouldn't have taken much to address those issues. Oh well.
Crooked businessman Max Shrek (Christopher Walken) hatches a scheme to build a giant power plant to drain Gotham City of its power when he's blackmailed by The Penguin (Danny DeVito), a grotesque crime boss raised by penguins after his parents dumped him in the sewer as a baby. Shrek convinces the Penguin to run for mayor and in a masterstroke of public relations, generates public sympathy for him. Meanwhile, Shrek's secretary Selina Kyle (Michelle Pfeiffer) discovers her boss's scheme and is tossed out a window to her death. Resurrected, she becomes the vengeful Catwoman, a schizophrenic leather-clad whip expert and gymnast. Catwoman and Penguin eventually team up in a plot to frame and kill Batman (Michael Keaton) at the same time Bruce Wayne and Selina develop an attraction for each other.
There are other touches that had they been done by Joel Schumacher instead of Tim Burton, I think they would be more widely criticized: the Penguin drives around on a little motorized duck mobile, Selina Kyle goes from mousy secretary to Catwoman by being licked and bitten by a swarm of stray cats after falling out of a tall building, Penguin goes rather quickly from subterranean troglodyte in the public's eye to rabble-rousing candidate, and even much of the Penguin's back story (raised by sewer penguins as a baby yet speaks rather eloquently) and ultimate plan against Gotham (an army of missile-toting penguins) is a bit silly. Also, I didn't care for the Max Shreck character. Walken does his usual weird performance, but his scenes take up too much time, and his power plant scheme just kind of evaporates by the end without mention.
Perhaps it's best to consider Batman Returns a comic book fairy tale. The Christmas setting gives an almost Dickens-like atmosphere, and Burton's direction gives everything a nice Gothic, film noir feeling. Batman Returns could probably be seen as something of the class struggle between rich and poor, more specifically how the upper class creates monsters of reckoning. We witness two monsters created: Penguin, rejected by his rich parents who can't accept that their son is different, and Catwoman, killed by her boss to cover up his crime. They both re-emerge with vendettas.
We also see the legacy parents leave their children and how it can create dysfunctional individuals. There's Batman, inspired to be a super hero after watching his parents get gunned down. Penguin, rejected by his parents, is goaded by Shrek to "reclaim his birthright" and seeks to make others suffer as he has. Penguin's later plot is achieved when all the parents of the children he tries to kidnap are away partying. Catwoman, based on a couple of nagging messages on her answering machines, has a domineering mother she wants to break off from; what better way to show your not mommy's little girl anymore than to don skin tight black leather, blow up a department store, and flirt with a mysterious man in black? Even Shrek is concerned about his son. The power plant, he declares, will be the legacy he leaves Chip (future Leatherface Andrew Bryniarski) and in a rare moment of humanity volunteers to take his son's place when Penguin vows to kill him.
There's a recurring theme with masks. In a nice touch, Bruce Wayne arrives at masquerade hosted by Shrek without a mask, a subtle reminder that Wayne is the disguise and Batman the true identity. Batman and Catwoman express a desire toward unmasking to each other and finding the people beneath the facade, and when Batman does so, it's a bittersweet moment because as touching as it is, Catwoman, the schizophrenic, doesn't know who she is anymore. Penguin, a spiteful and vengeful person, hides his true agenda from the public with a mask of humility and later righteousness, and Shrek, called the "Santa Clause" of Gotham City for his contributions to the city, is really a corrupt, power-hungry monster himself.
Batman Returns contains much more thematic richness and compelling villains than its successors, but there are a few things holding it back. Batman does not figure into the proceedings enough, and the plot is overcrowded to a degree. Maybe if the story had been streamlined and given more focus to Batman, it would have turned out better. Still what works works really well.