Batman Returns is an even darker cinematic poem. Tim Burton's sequel explored issues of fear, greed, and adult resentments about childhood. The director introduced several new characters in the second instalment, including The Penguin (Danny DeVito) and Catwoman (Michelle Pfeiffer).

The theme is first heard over images of a bassinet floating down a river into the sewers of Gotham City. The bassinet contains a deformed baby that was deposited by its parents on a snowy Christmas evening. The baby is retrieved by penguins in the sewers, who proceed to raise it as one of their own. In his 'Birth of a Penguin' prologue, Elfman presents his view of The Penguin as a theatrical, grotesque figure who yearns to be treated like a normal human being. Some three decades after being abandoned, The Penguin decides it is time to resurface and learn about his heredity.

His first step is to enter into a partnership with Max Shreck (Christopher Walken), a megalomaniac with a plan to build a power plant that will actually drain the city of its energy and deliver Gotham City into his hands. Since the incumbent mayor (Michael Murphy) is not receptive to the plan, Shreck launches a campaign to have The Penguin elected mayor. His plan involves a public relations campaign against Batman, as well as an effort to portray The Penguin as a sympathetic figure, even as he privately executes his circus of crime. Variations on the Penguin material are heard when he visits the gravestone belonging to his parents in 'The Cemetery'. It is here where he learns that his name is Oswald Cobblepot.

The plan begins to unravel when Shreck's mousy secretary Selina discovers his true intentions. His response is to murder her, but Selina is licked back to life by alley cats. She then transforms herself into Catwoman. Unlike her secretarial alter ego, Catwoman is a strong person with a diabolical sense of humor. During the daytime she resumes her life as Selina, much to the surprise of Shreck. The daytime/ nighttime, Selina/ Catwoman dichotomies led Elfman to think of her musical profile in terms of schizophrenia ('Selina Transforms'). Batman does not stay silent forever, mobilizing his arsenal of weapons and defence systems to bring an end to the myriad injustices perpetuated by Shreck, The Penguin, and Catwoman. Only Batman and Catwoman survive this chapter ­ although even she loses eight of her nine lives in the fight.