Batman Returns (Elfman, 1992)

     A few years after Danny Elfman's explosive and gothic score to "Batman", he returned with director Tim Burton for "Batman Returns".  Another major musical triumph, the recording was ably orchestrated by Steve Bartek and conducted by Jonathan Sheffer.  In the sequel the Caped Crusader/Dark Knight's theme returns, of course, and in this outing he shares equal time with themes for the Penguin (Oswald Cobblepot) and Catwoman (Selina Kyle).  As noted in John Takis' very informative liner notes to the Lala-Land Limited Edition release, all 3 themes are closely based on a minor scale, though they are often developed towards different endings and are characterized by very different signature instruments.

     Plot-wise, the film mostly follows the character of the aquatically-deformed Oswald Cobblepot and his sinister plan to wreak vengeance on "surface" society.  Along the way, corrupt entrepreneur Max Shreck creates his own machinations and manipulates the players in a more conventional, "patriotic" manner.  A byproduct of Max's criminal activities is the creation of Catwoman (Max's secretary, Selina Kyle), and during the film she and Batman struggle to find out whether or not there are real people beneath the freak costumes.


     As mentioned, Batman's fanfare march/gothic theme returns, and is pitted against new themes for the Penguin and Catwoman.
  • Batman theme: Opens with a 5-6 note fanfare motif (4 rising, 1-2 falling) which is then treated to variations, mostly played in brass.  The entire score is riddled with this theme and its variants, but it never wears out its welcome.
  • Penguin motif: A rising-falling ostinato figure with a floating quality.  It first appears in the female choir part of the first track and can be heard in harp in "Penguin Spies".
  • Pengiun theme: Developed from the Penguin motif into a broader, somewhat more grotesque/comic theme, often on low winds or low harp ("Shadow of Doom").
  • Selina (Catwoman) theme: A child-like theme (like a nursery rhyme), usually on celeste or high strings and ending with a repeated 4-note rising motif.  A sub-theme of Selina's is the string glissandi/hand percussion (bongos) texture which sound like violin "meows" and also evoke a beatnik "kool kat" lounge vibe.
  • Penguin Army theme: March-canon based on a mixture of Penguin and Selina themes.  This only really occurs in the "War" cue.
     Originally released in 1992 in a slightly-abridged "suite-based" CD, in more recent years  Lala-Land Records has reissued the complete score in a couple of limited editions (2014 being the most recent).  The 1992 score release can also be found on the 2011 Burton/Elfman 25th Anniversary Music Box with additional demos.  Below is the track rundown of the 1992 original release, followed by a rundown based on the Lala-Land complete score release.


Original 1992 Album
TrkDurTitleFilm Sequence, Themes
12:27Birth Of A Penguin
I
0:00: Logos (organ, Batman theme)
0:11: During a snowy evening, Oswald Cobblepot is born to his parents' horror (Penguin motif in female choir/violins, organ/brass, developed on strings, organ solo).
0:43: Oswald is kept in a cage (Penguin theme in strings with celeste ornaments, rising/falling accents).
1:04:  Oswald captures and eats a cat (Variations in low winds/celeste/brass, low brass/timpani, etc.)
1:24: The Cobblepots take Oswald to the zoo and then dump him into the river (Penguin theme variations in choir/sleighbells, etc).
1:53: His baby carriage floats into the darkness (slow processional march with choir/strings, celeste, ending with Penguin motif in harp).
23:09Birth Of A Penguin
II
0:00: Credits as Oswald's carriage floats into a cavernous tunnel (harp arpeggios/rhythmic strings/choir accents/low wind ostinati, Batman theme joins).
0:38: Main title as bats fly towards the viewer (full Batman march and theme).
1:28: The carriage continues floating through various sewer tunnels (soft texture with choir accents featured).
2:26: It finally ends up at the foot of some giant emperor penguins (joined by hand percussion/low wind ostinati).  Cut to Gotham 33 years later (harp/flutter-tongued flutes into gong crash).
30:57The Lair
I
0:00: Max falls into a trap door (harp glissando).  The camera pans over Gotham Zoo and ends at the Arctic World display (rhythmic strings, choir/swirling strings/brass and wind fanfares/organ).
0:37: Max wakes up and finds himself surrounded by the Circus Gang and penguins (Penguin motif and theme developed over comical wind/brass march).  Oswald Cobblepot appears.
44:49The Lair
II
0:00: Max wakes up and finds himself surrounded by the Circus Gang and penguins (Bell, Penguin theme developed throughout this cue).  Oswald Cobblepot appears.
0:47: Oswald tries to find common ground with Shreck.  Oswald opens his hypno umbrella (saw/celeste/tremolo figures, celeste/wind/harp).
2:12: Oswald tells Max that he wants to ascend to the surface and rejoin humanity, learn his real name (plaintive Penguin variation in cor anglais, strings, flute, winds, etc).
3:15: Oswald begins showing incriminating evidence to pressure Max into helping him (comical pizz string rhythm featured with high and low figures).  Max greets the severed hand of his old partner (tremolo strings/celeste).
51:11Selina Transforms
I
0:00: Selina lies lifeless in the snow.  Cats converge and begin nibbling at her and she has seizures (low drum pulse with swirling string glissandi, ethnic percussion).  Selina's eyes suddenly snap open.
64:16Selina Transforms
II
0:00: Selina returns home in a deranged state (string glissandi/harp pulse, Selina theme begins to surface).
1:22: Selina begins tearing apart her apartment (Selina theme in strings, developed into a macabre march).
2:22: Selina finds a vinyl dress and begins making a cat costume.  She eventually stretches out in front of her window (Selina theme joined by brass, winds, rhythmic strings, etc...ending with bongo roll).
"I don't know about you, Miss Kitty, but I feel...so much yummier."
72:54The Cemetery0:00: Bruce reads missing childrens reports centered around the circus (vibraphone, tremolo strings).
0:28: Batman cruises the streets and suspects Oswald of ulterior motives (Penguin motif developed in harp).
1:21: Oswald visits his parents' gravesite (rhythmic strings/organ/oboe/etc, Penguin theme).
2:28: Oswald bids farewell to the grave and heads towards the exit (flute/harp, wind/horn fanfare cadence).
85:41Cat Suite0:00: Cobblepot ascends in his umbrella-copter (comic string/wind figures).  Catwoman attacks Batman (Selina string gliss/bongos vs Batman brass and piano).
1:11: After Batman saves Catwoman from a fall, they flirt (heavy Batman theme fragment becoming light winds).  She ends up falling into a kitty litter truck (falling brass/harp).
1:51: Catwoman threatens Oswald's pet bird.  Oswald retaliates by threatening her cat (string glissandi, wind ornaments).  They decide to work together against the Batman (Penguin themes/string gliss,/Selina theme fragment in flute/vibraphone).
3:25: Catwoman saunters down the street and then cartwheels through a department store.  She practices using her whip (string glissandi/ethnic percussion/winds/pizz strings/etc).
4:22: Security guards arrive (low figures).  She scares them off.
4:37: Batman confronts Cobblepot (brief Batman theme into Penguin motif developed on harp).  Catwoman approaches them just before her bomb goes off (swelling figures/snare, string gliss).
"Meow."
92:34Batman
vs.
The Circus
0:00: The Batsignal is lit and Bruce Wayne sees it (Batman in low brass/strings/organ/harp).
0:31: The Red Triangle Gang causes chaos in the streets (2nd time).  Batman intervenes (gothic Circus action music intercut with Batman theme fanfares).
101:40The Rise And Fall From Grace
I
0:00: Max visits Oswald and notices his circus friends (low pizz. figures, Penguin motif, Penguin theme, calliope, etc).  He lures Oswald downstairs with some fish (low wind figures).  At the bottom of the stairs he is greeted by a crowd of election supporters (brass fanfare).
114:08The Rise And Fall From Grace
II
0:00: Bruce opens the entrance to the Batcave from Wayne Manor (an iron maiden) (string accents/vibraphone, Batman theme, tremolo strings/bass/harp, etc).
0:49: Oswald makes a speech (grand fanfares).  Bruce hijacks the signal and exposes Oswald for the criminal he is (muted brass/vibraphone/strings/harp/timpani rolls, string and brass dialogues).  The crowd turns against him (celeste, low brass).
2:46: Oswald opens fire on the crowd and runs to the zoo with police in pursuit (brass accents, swirling figures, Penguin theme in choir).  He jumps into the river and then pilots a duck back to his lair.  After he arrives, he greets his faithful penguins and some of his gang (Penguin theme over string march ending in harp ornaments).
122:15Sore Spots0:00: Bruce and Selina talk by the fire.  They talk about identity and past relationships.  When they kiss they are distracted by the injuries they suffered as their alter egos (poignant strings/harp, Batman and Selina themes blend and duel).
134:19Rooftops/
Wild Ride
I
0:00: Catwoman drags the Ice Princess up to the roof (aggressive low piano figures).  The circus gang finishes sabotaging the Batmobile (comical winds).  Batman approaches the Ice Princess on the roof (Batman theme).  Oswald appears and causes the girl to fall (and framing Batman) (fanfares/falling figures into Penguin theme variation).
0:58: Bats swarm around the plaza (choir/organ Penguin theme fragment).  Batman is knocked off his feet by patrolmen, after which Catwoman gets on top of him and licks his face (high string tremoli/glissandi, Selina theme fragments).  Batman throws her off and flies away in his Batcape (Batman theme, choir accents).
2:53: The circus gang leave the Batmobile (warped Batman theme in organ).  Oswald tries to flirt with Selina but she rejects him (Selina and Penguin motif duel in violins/harp).
3:44: He tries to kill her with his umbrella-copter (frenetic winds/harp/choir).
143:34Rooftops/
Wild Ride
II
0:00: Batman lands at the Batmobile.  Oswald prepares to take control of the Batmobile (Penguin theme developed, Batman fragments).
0:46: The Penguin uses remote control to cause the Batmobile to wreak havoc (Batman march vs Penguin circus variation theme with calliope/low winds texture).
2:36: Batman identifies the foreign control device and works to get rid of it.  He stops just before running over an old woman.  The Penguin becomes frustrated.
3:08: Batman narrowly escapes the police through a small alley in the now-Batmissile (Batman theme).
151:47The
Children's Hour
0:00: Source music: The Penguin opens up a carousel umbrella and explains to Max how he lures the children.  He describes how he will then drown them (Penguin theme developed in glockenspiel).
0:23: A circus train rolls through the night, with the circus gang gathering children in cages (low brass Penguin theme over march/Penguin motif in muted trombones, organ).  Batman intervenes.
1:04: Back at the Penguin's lair, a monkey delivers a note from Batman to the Penguin (low brass, Batman in glockenspiel).  The Penguin screams (dissonant bent brass moans).
165:12The Final
Confrontation
I
0:00: The Penguin rallies his penguin rocket army with a speech (snare rolls/rhythmic strings and brass accents/low Penguin theme, building fanfare).
0:56: The penguin army begins diving into the water (Penguin army theme/march canon with Batman theme elements in high winds).
1:20: The Bat-ski-boat flies through a sewer tunnel, intercut with the penguins marching through the streets (Batman theme march vs Penguin march).
2:03: The Penguin monitors his army's progress in his lair (organ/snare, etc).  Batman tracks the penguins.  Penguins launch rockets at the Bat-ski-boat but Batman spins out of the way (harp glissando).  Penguins on the street surface continue towards Gotham Square as Cobblepot has a snack (low winds).  The penguin army reaches the Square and the Penguin begins a launch countdown (Penguin march theme).  Batman and Alfred jam the penguins' control signal (mission strings with harp/snare).
3:46: The penguins disperse and are seen running back to the Penguin's Lair (comical low winds/muted brass), intercut with reactions (and themes) from the Penguin, Batman and Alfred.
4:14: The Penguin's gang begins to slowly sneak away (low winds/pizz/low pulses).  The Penguin gets into his duck-mobile and makes for the surface (Penguin theme).  The Bat-ski-boat alters course to intercept (Batman action accents).
174:54The Final
Confrontation
II
0:00: Batman shows Penguin the jamming device (muted brass).
0:17: The Penguin sees that they are surrounded by his penguin army (Penguin army theme).  He starts slashing at Batman and gets the control device.  He starts the missile launches, as bats from the Bat-ski-boat cause the Penguin to fall back into his lair.  The Missiles destroy Arctic World (Penguin theme).
0:55: Max gets the keys to his cage and escapes (pizz strings/winds), intercut with more destruction on the surface from the missiles (fateful brass figures).  Catwoman causes Max to fall into the water, but he manages to grab a gun (celeste).  More destruction ensues on the surface.  Batman arrives as Selina threatens Max.
1:38: Bruce unmasks and tries to convince Selina that they are the same (string glissandi/vibraphone).
2:18: (Selina theme in harp/celeste, suspense figures in winds/low strings).
3:29: Max shoots Batman (string tremoli/brass swells).  He shoots at Selina but she manages to get to him and kill him amidst a generator explosion (string glissandi, Selina theme fragment in fateful brass/timpani).
182:40The Finale
I
0:00: The Penguin rises from the water (anvil slam) and slowly approaches Batman, but finds that the umbrella he tries to shoot him with is non-lethal (pathetic/solemn Penguin theme variations).
"Shit.  I picked a cute one."
He drops dead from his injuries.
1:32: Giant emperor penguins come out and escort his body into the water (fateful Penguin theme developed in cor anglais, brass, strings, low Penguin motif variation).  Cut to Alfred driving Bruce on the street.
192:19The Finale
II
0:00: When Bruce sees a Catwoman-like shadow, he tells Alfred to stop the car.  He only finds a black cat, which he brings back to the car (curious Batman fragments with string glissandi, poignant strings/harp, etc).
1:26: Bruce gets in his car and Alfred continues driving (Selina theme in celeste).  The camera pans up to the Gotham skyline.  The Batsignal is lit, and Catwoman's head rises into view  (Batman theme in brass).
204:44End Credits0:00: Batman march theme.
0:59: Low Penguin theme, Penguin motif in harp, developed on choir, cor anglais.
2:10: Slow processional variation/patriotic fanfare of Penguin theme.
2:44: Choral/string interlude on Penguin theme.
3:12: Selina theme variation on flute, strings.
4:01: Selina theme in strings, ending with theme fragments blended.
214:17Face to Face
(Siouxsie And The Banshees)
Source music for Max's costume party.  Bruce sees Selina on the stairs.  They dance.  Selina tells Bruce that she plans to kill Max (uses a few fragments of Batman theme and Penguin motif)


Limited Edition 2 CD Complete Score
Trk Dur Title Film Sequence, Themes
1.1 5:39 Birth of a
Penguin
0:00: Logos (organ, Batman theme)
0:11: During a snowy evening, Oswald Cobblepot is born to his parents' horror (Penguin motif in female choir/violins, organ/brass, developed on strings, organ solo). 
0:43: Oswald is kept in a cage (Penguin theme in strings with celeste ornaments, rising/falling accents).
1:04:  Oswald captures and eats a cat (variations in low winds/celeste/brass, low brass/timpani, etc.)
1:24: The Cobblepots take Oswald to the zoo and then dump him into the river (Penguin theme variations in choir/sleighbells, etc). 
1:53: His baby carriage floats into the darkness (slow processional march with choir/strings, celeste, harp, etc.).
Main Titles 2:28: Credits as Oswald's carriage floats into a cavernous tunnel (harp arpeggios/rhythmic strings/choir accents/low wind ostinati, Batman theme joins).
3:04: Main title as bats fly towards the viewer (full Batman march and theme). 
3:55: The carriage continues floating through various tunnels (soft texture with choir accents featured).
4:53: It finally ends up at the foot of some giant penguins (joined by hand percussion/low wind ostinati).  Cut to Gotham 33 years later (harp/flutes into gong crash).
1.2 1:09 Penguin Spies 0:00: A shadowy form looks out from in between sewer bars (Penguin motif in harp intercut with celeste.)
0:15: Alfred encounters a newspaper boy talking about the Penguin (comical winds/strings).
0:51: Scene pans up to Max Shreck's building (swirling brass/string figures).
1.3 5:01 Shadow of
Doom
0:00: The Penguin's shadow is seen in the sewer tunnel (Penguin theme in harp).
Clown Attack 0:06: A giant gift box rolls out into the crowd (Penguin theme in bass clarinet, bass, tuba). 
0:37: It erupts with the Circus Gang (Penguin variation in calliope/drums/brass/xylophone/organ).
Introducing
the Bat
1:32: The Batsignal is lit and Bruce Wayne sees it (Batman in brass/strings/organ).
2:02: Back in Gotham, Max is threatened by one of the clowns (comical winds/brass).  The Batmobile speeds towards the scene (Batman march).  Max tries to escape (comical winds, perc. etc.), the Penguin walks through the sewer tunnels (Penguin in harp/low winds), etc.
3:00: Batman arrives and fights the clowns (Batman theme).
4:14: Selina is held hostage by a clown, but Batman comes to her rescue.
1.4 6:00 Intro 0:00: Walking in a dark alley, Max falls into a trap door (harp glissando).  
The Zoo 0:15: The camera pans over Gotham Zoo and ends at the Arctic World display (choir swirling strings/brass/organ).
The Lair 0:49: Max wakes up and finds himself surrounded by the Circus Gang and penguins (Penguin themes developed throughout this cue).  Oswald Cobblepot appears.
1:55: Oswald tries to find common ground with Shreck.  Oswald opens his hypno umbrella (saw/celeste/tremolo figures).
3:08: Oswald tells Max that he wants to ascend to the surface and rejoin humanity, learn his real name (plaintive cor anglais, strings, flute).
4:00: Oswald begins showing incriminating evidence to pressure Max into helping him (comical pizz string rhythm featured with low winds).  Max greets the severed hand of his old partner (tremolo strings/celeste).
1.5 1:58 Caught in
the Act
0:00: Max notices Selina looking at files.
0:21: Max questions Selina (unused, bass, sinister low piano figures).
Uh-Oh Max 1:44: Max threatens Selina and then pauses, before pushing her out the window (col legno strings/winds cadence).
1.6 5:30 Kitty Party 0:00: Selina lies lifeless in the snow.  Cats converge and begin nibbling at her and she has seizures (low pulse with swirling string glissandi, ethnic percussion)
Selina Transforms 1:09: Selina's eyes snap open and she returns home in a deranged state (string glissandi/harp pulse, Selina theme begins to surface).
2:31: Selina begins tearing apart her apartment (Selina theme in strings, developed into a macabre march).
3:35: Selina finds a vinyl dress and begins making a cat costume.  She eventually stretches out in front of her window (Selina theme joined by brass, winds, rhythmic strings, etc...ending with bongo roll).
"I don't know about you, Miss Kitty, but I feel...so much yummier."
1.7 1:50 Penguin's
Grand Deed
0:00: During the Mayor's address, a clown appears and steals a baby (Penguin themes in low strings/winds, calliope interlude).
0:39: The clown is heard talking with "the Penguin man".  Oswald emerges from a sewer hole with the baby and returns it to the mayor (Penguin theme in victorious fanfare variation, ending in reverent organ).
1.8 0:45 The List Begins 0:00: Oswald takes notes at the city records office (Penguin themes).
0:26: Bruce studies old newspaper clippings about the Red Triangle Circus (Batman fragment).
1.9 2:56 The Cemetery 0:00: Bruce reads missing childrens reports centered around the circus (vibraphone, tremolo strings).
0:28: Batman cruises the streets and suspects Oswald of ulterior motives (Penguin motif in harp).
1:21: Oswald visits his parents' gravesite (rhythmic strings/organ/oboe/etc, Penguin theme). 
2:28: Oswald bids farewell to the grave and heads towards the exit (flute/harp, wind/horn fanfare cadence).
1.10 2:03 Catwoman
Saves Joan
0:00: Oswald forgives his parents.  The news spreads (Penguin theme).
0:20: A woman is threatened in an alleyway.  Catwoman appears and saves her (string glissandi/ethnic percussion).
The New Woman 1:22: Selina meets Bruce during a meeting with a surprised Max (string glissandi/flute/harp/bass).
1.11 1:43 Penguin's Surprise 0:00: Max visits Oswald and notices his circus friends (Penguin theme, calliope).  He lures Oswald downstairs with some fish.  At the bottom of the stairs he is greeted by a crowd of election supporters (fanfare).
1.12 5:42 Bad, Bad Dog 0:00: Oswald agrees to have his gang tear apart the city so that a new mayor can be appointed (Penguin theme in tremolo textures/tolling bells/etc).
Batman vs. Circus 0:45: The Red Triangle Gang causes chaos in the streets.  Batman intervenes (Circus music intercut with Batman theme).
Selina's Shopping
Spree
2:25: Catwoman saunters down the street and then cartwheels through a department store.  She practices using her whip (string glissandi/ethnic percussion/winds/pizz strings/etc).
3:21: Security guards arrive.  She scares them off.  Batman dispatches a few more henchmen (Batman theme).
4:17: Catwoman prepares a microwave bomb (string glissandi/ethnic percussion/harp/pizz strings/etc).  Batman confronts Cobblepot (brief Batman theme into Penguin motif developed).  Catwoman approaches them just before her bomb goes off (swelling figures, string gliss).
"Meow."
1.13 2:12 Cat Chase 0:00: Cobblepot ascends in his umbrella-copter (comic string/wind figures).  Catwoman attacks Batman (Selina string gliss/bongos vs Batman brass and piano). 
1:30: After Batman saves Catwoman from a fall, they flirt (heavy Batman theme fragment becoming light winds).  She ends up falling into a kitty litter truck (falling brass/harp).
1.14 0:58 Candidate Cobblepot 0:00: Back at the Batcave, Batman thinks about Catwoman (string glissandi).
0:08: Oswald greets his supporters in his new outfit and makes a speech announcing his run for mayor (fanfare, patriotic brass).
1.15 2:32 The Plan 0:00: Catwoman threatens Oswald's pet bird.  Oswald threatens a cat (string glissandi, wind ornaments).  They decide to work together against the Batman (Penguin themes/string gliss, Selina theme fragment in flute/vibraphone/string harmonics).
Kidnapping 1:39: Bruce and Selina make a dinner date (Selina theme fragment).  Oswald kidnaps the "Ice Princess", a pretty Christmas host (low Penguin theme into sinister brass accents).
1.16 3:22 Sore Spots 0:00: Bruce and Selina talk by the fire.  They talk about identity and past relationships.  When they kiss they are distracted by the injuries they suffered as their alter egos (Batman and Selina themes blend and duel).
Batman's Closet 2:22: Bruce gets into his Batman suit (Batman theme) intercut with Selina driving to the kidnap scene while preparing her own costume (frenetic low winds/strings).  When Batman arrives he "locks up" the Batmobile (bass, brass accents).
1.17 1:15 The Plot Unfolds 0:00: Red Triangle circus gang members approach the Batmobile (calliope/harp).  Batman sees the Ice Princess and grapples over (Batman theme).
0:41: The Batmobile is taken apart by the gang (comic wind/calliope interlude).  Batman frees the Ice Princess but Catwoman drops in (Batman theme, harp gliss).
1.18 4:49 Roof Top Encounters 0:00: Catwoman drags the Ice Princess up to the roof (aggressive piano figures).  The circus gang finishes sabotaging the Batmobile.  Batman approaches the Ice Princess on the roof.  Oswald appears and causes the girl to fall (and framing Batman) (falling figures into Penguin theme variation).
0:58: Bats swarm around the plaza (choir/organ Penguin theme fragment).  Batman is knocked off his feet by patrolmen, after which Catwoman gets on top of him and licks his face (high string tremoli/glissandi, Selina theme fragments).  Batman throws her off and flies away in his Batcape (Batman theme with choir).
2:53: The circus gang leave the Batmobile (warped Batman theme in organ).  Oswald tries to flirt with Selina but she rejects him (Selina and Penguin motif duel).
4:11: He tries to kill her with his umbrella-copter (frenetic winds/harp/choir).
1.19 4:19 Batman's
Wild Ride
0:00: Batman lands at the Batmobile.  Oswald prepares to take control of the Batmobile (Penguin theme developed, Batman fragments). 
0:46: The Penguin uses remote control to cause the Batmobile to wreak havoc (Batman theme vs Penguin theme circus calliope texture).
2:36: Batman identifies the foreign control device and works to get rid of it.  He stops just before running over an old woman.
3:08: Cobblepot becomes frustrated after he loses control.  Batman narrowly escapes the police through a small alley in the now-Batmissile (Batman theme).
1.20 4:17 Fall from Grace 0:00: Bruce opens the entrance to the Batcave from Wayne Manor (an iron maiden) (string accents/vibraphone, Batman theme, tremolo strings, etc). 
0:49: Oswald makes a speech (grand fanfares).  Bruce hijacks the signal and exposes Oswald for the criminal he is (muted brass/vibraphone/harp/timpani rolls/etc).  The crowd turns against him (celeste, low brass/timpani).
2:55: Oswald opens fire on the crowd and runs to the zoo with police in pursuit (brass accents, swirling figures, Penguin theme).  He jumps into the river and then pilots a duck back to his lair.  He greets his penguins and some of his gang (Penguin theme march ending in harp ornaments).
1.21 3:18 Revealed 0:00: Bruce and Selina realize each others'  true identity (low Batman/high Selina in strings).
Party Crasher 0:38: An explosion throws everyone to the ground.  The Penguin rises on a duck mobile with his rocket penguins (Batman theme in low strings/brass accents, Penguin theme fanfare).
1:21: Oswald explains that his troops are kidnapping children around town. (unused, Penguin theme in brass, winds).
1:52: Max convinces Oswald to take himself instead of his son (organ, ending in slow march).  The scene cuts to the Penguin's lair beneath Arctic World, with Max in a cage.
2.1 7:53 Umbrella Source 0:00: Source music: The Penguin opens up an umbrella and explains to Max how he lures the children.  He describes how he will then drown them (Penguin theme developed in glockenspiel).
The
Children's
Hour
0:23: A circus train rolls through the night, with the circus gang gathering children in cages (low brass Penguin theme/Penguin motif in muted trombones).  Batman intervenes.
1:04: Back at the Penguin's lair, a monkey delivers a note from Batman to the Penguin (Batman in glockenspiel).  The Penguin screams (dissonant brass moans).
War 1:44: The Penguin rallies his penguin rocket army with a speech (snare rolls/string and brass accents/low Penguin theme). 
2:40: The penguin army begins diving into the water (Penguin army theme/march canon with Batman theme elements).
3:08: The Bat-ski-boat flies through a sewer tunnel, intercut with the penguins marching through the streets (Batman theme vs Penguin march).
3:52: The Penguin monitors his army's progress in his lair (organ).  Batman tracks the penguins.  Penguins launch rockets at the Bat-ski-boat but Batman spins out of the way (harp glissando).  Surface penguins continue toward Gotham Square as the Penguin has a snack (low winds).  The penguin army reaches the Square and the Penguin begins a launch countdown (Penguin march theme).  Batman and Alfred jam the penguins' control signal (mission strings with harp/snare).
5:35: The penguins disperse and are seen running back to the Penguin's Lair (comical low winds/muted brass), intercut with reactions (and themes) from the Penguin, Batman and Alfred.
6:19: Max tries to get the key to his cage from the monkey (string pizz), intercut with the Bat-ski-boat approaching the Lair (Batman march).  The Penguin's gang begins to slowly sneak away (low winds/pizz/low pulses).  The Penguin gets into his duck-mobile and makes for the surface.  The Bat-ski-boat alters course to intercept (action accents).
2.2 9:15 Final Confrontation 0:00: The Penguin attacks Batman (piano ostinato, Penguin theme in strings).  Batman shows Penguin the jamming device (muted brass).
0:37: The Penguin sees that they are surrounded by his penguin army (Penguin theme fragment).  He starts slashing at Batman and gets the control device.  He starts the missile launches, as bats from the Bat-ski-boat cause the Penguin to fall back into his lair.  The Missiles destroy Arctic World (Penguin theme fragment).
1:32: Max gets the keys to his cage and escapes (pizz strings/winds), intercut with more destruction on the surface from the missiles (fateful brass figures).  Catwoman causes Max to fall into the water, but he manages to grab a gun (celeste).
2:15: Max is pulled out of the water by Catwoman (string glissandi).  She threatens Max.  Batman grapples down and tries to stop Catwoman (Batman theme).  More destruction above occurs.  Bruce unmasks and tries to convince Selina that they are the same (string glissandi, Seline theme in harp/celeste, flute etc.).
5:00: Max shoots Batman (string tremoli/brass swells).  He shoots at Selina but she manages to get to him and kill him amidst a generator explosion (string glissandi, Selina theme fragment in fateful brass/timpani).
Finale 6:34: The Penguin rises from the water (slam) and slowly approaches Batman, but finds that the umbrella he tries to shoot him with is non-lethal (pathetic/solemn Penguin theme variations).
"Shit.  I picked a cute one."
He drops dead from his injuries.
8:06: Giant emperor penguins come out and escort his body into the water (fateful Penguin theme developed in cor anglais, brass, strings, low Penguin motif variation).  Cut to Alfred driving Bruce on the street.
2.3 6:15 A Shadow
of Doubt
0:00: When Bruce sees a Catwoman-like shadow, he tells Alfred to stop the car.  He only finds a black cat, which he brings back to the car (curious Batman fragments with string glissandi, poignant strings/harp, etc).
1:27: Bruce gets in his car and Alfred continues driving (Selina theme in celeste).  The camera pans up to the Gotham skyline.  The Batsignal is lit, and Catwoman's head rises into view  (Batman theme in brass).
End Credits End credits.
2:19: Batman march theme.
3:18: Low Penguin theme,Penguin motif in harp, developed on choir, cor anglais.
4:30: Slow processional variation/patriotic fanfare of Penguin theme.
5:03: Selina theme develeloped on flute, strings.
5:31: Selina theme in strings, ending with theme fragments blended.
2.4 4:18 Face to Face (Siouxsie And
The Banshees)
Source music for Max's costume party.  Bruce sees Selina on the stairs.  They dance.  Selina tells Bruce that she plans to kill Max (uses a few fragments of Batman theme and Penguin motif)
ALTERNATES & ALBUM CUES:
2.5 1:00 The Zoo
(alternate)
0:00: Max falls into a trap door (harp glissando).  The camera pans over Gotham Zoo and ends at the Arctic World display (hihat/choir/swirling strings/brass/organ).  Max wakes up and finds himself surrounded by the Circus Gang and penguins (Penguin theme developed over comical wind/brass march).  Oswald Cobblepot appears.
2.6 0:45 The List Begins
(alternate)
0:00: Oswald takes notes at the city records office (Penguin themes).
0:26: Bruce studies old newspaper clippings about the Red Triangle Circus (Batman fragment).
2.7 2:13 Cat Chase
(alternate ending)
0:00: Cobblepot ascends in his umbrella-copter (comic string/wind figures).  Catwoman attacks Batman (Selina string gliss/bongos vs Batman brass and piano). 
1:30: After Batman saves Catwoman from a fall, they flirt (heavy Batman theme fragment becoming light winds).  She ends up falling into a kitty litter truck (Batman theme in hesitant low strings, falling brass/harp).
2.8 4:49 Rooftop Encounters
(original)
0:00: Catwoman drags the Ice Princess up to the roof (aggressive piano figures).  The circus gang finishes sabotaging the Batmobile.  Batman approaches the Ice Princess on the roof.  Oswald appears and causes the girl to fall (and framing Batman) (falling figures into Penguin theme variation).
0:58: Bats swarm around the plaza (choir/organ Penguin theme fragment).  Batman is knocked off his feet by patrolmen, after which Catwoman gets on top of him and licks his face (high string tremoli/glissandi, Selina theme fragments).  Batman throws her off and flies away in his Batcape (Batman theme with choir).
2:53: The circus gang leave the Batmobile (twisted Batman theme in organ).  Oswald tries to flirt with Selina but she rejects him (Selina and Penguin motif duel).
4:11: He tries to kill her with his umbrella-copter (frenetic winds/harp gliss/etc).
2.9 4:17 Fall from Grace
(alternate ending)
0:00: Bruce opens the entrance to the Batcave from Wayne Manor (an iron maiden) (string accents/vibraphone, Batman theme, tremolo strings, etc). 
0:49: Oswald makes a speech (grand fanfares).  Bruce hijacks the signal and exposes Oswald for the criminal he is (muted brass/vibraphone/harp/timpani rolls/etc).  The crowd turns against him (celeste, low brass/timpani).
2:55: Oswald opens fire on the crowd and runs to the zoo with police in pursuit (brass accents, swirling figures, Penguin theme).  He jumps into the river and then pilots a duck back to his lair.  He greets his penguins and some of his gang (Penguin theme march ending in harp ornaments, sad cor anglais).
2.10 0:57 The Lair
Part I
0:00: Max falls into a trap door (harp glissando).  The camera pans over Gotham Zoo and ends at the Arctic World display (choir/swirling strings/brass/organ).  Max wakes up and finds himself surrounded by the Circus Gang and penguins (Penguin theme developed over comical wind/brass march).  Oswald Cobblepot appears.
2.11 4:51 The Lair
Part II
0:00: Max wakes up and finds himself surrounded by the Circus Gang and penguins (Penguin theme developed throughout this cue).  Oswald Cobblepot appears.
0:47: Oswald tries to find common ground with Shreck.  Oswald opens his hypno umbrella (saw/celeste/tremolo figures).
2:12: Oswald tells Max that he wants to ascend to the surface and rejoin humanity, learn his real name (plaintive cor anglais, strings, flute).
3:15: Oswald begins showing incriminating evidence to pressure Max into helping him (comical pizz string rhythm featured with low winds).  Max greets the severed hand of his old partner (tremolo strings/celeste).
2.12 1:12 Selina's Transformation
Part I
0:00: Selina lies lifeless in the snow.  Cats converge and begin nibbling at her and she has seizures (low pulse with swirling string glissandi, ethnic percussion).  Selina's eyes snap open.
2.13 4:15 Selina's Transformation
Part II
0:00: Selina returns home in a deranged state (string glissandi/harp pulse, Selina theme begins to surface).
1:22: Selina begins tearing apart her apartment (Selina theme in strings, developed into a macabre march).
2:22: Selina finds a vinyl dress and begins making a cat costume.  She eventually stretches out in front of her window (Selina theme joined by brass, winds, rhythmic strings, etc...ending with bongo roll).
2.14 2:35 Batman vs.
the Circus
0:00: The Batsignal is lit and Bruce Wayne sees it (Batman in brass/strings/organ).
0:31: The Red Triangle Gang causes chaos in the streets (2nd time).  Batman intervenes (Circus music intercut with Batman theme).
2.15 5:43 Cat Suite 0:00: Cobblepot ascends in his umbrella-copter (comic string/wind figures).  Catwoman attacks Batman (Selina string gliss/bongos vs Batman brass and piano). 
1:11: After Batman saves Catwoman from a fall, they flirt (heavy Batman theme fragment becoming light winds).  She ends up falling into a kitty litter truck (falling brass/harp).
1:51: Catwoman threatens Oswald's pet bird.  Oswald threatens a cat (string glissandi, wind ornaments).  They decide to work together against the Batman (Penguin themes/string gliss, Selina theme fragment in flute/vibraphone/string harmonics).
3:25: Catwoman saunters down the street and then cartwheels through a department store.  She practices using her whip (string glissandi/ethnic percussion/winds/pizz strings/etc).
4:22: Security guards arrive.  She scares them off. 
4:37: Batman confronts Cobblepot (brief Batman theme into Penguin motif developed).  Catwoman approaches them just before her bomb goes off (swelling figures, string gliss).
"Meow."
2.16 7:02 A Shadow of Doubt
(alternate)
0:00: When Bruce sees a Catwoman-like shadow, he tells Alfred to stop the car.  He only finds a black cat, which he brings back to the car (curious Batman fragments with string glissandi, poignant strings/harp, etc).
1:27: Bruce gets in his car and Alfred continues driving (Selina theme in celeste).  The camera pans up to the Gotham skyline.  The Batsignal is lit, and Catwoman's head rises into view  (Batman theme in brass).
End Credits (alternate) End credits.
2:19: Batman march theme.
3:18: Low Penguin theme,Penguin motif in harp, developed on choir, cor anglais.
4:30: Slow processional variation/patriotic fanfare of Penguin theme.
5:03: Choral/string interlude on Penguin theme.
5:31: Selina theme variation on flute, strings.
6:20: Selina theme in strings, ending with theme fragments blended.
2.17 3:23 Superfreak 
(Rick James &
Alonzo Miller)
Source music for Max's costume party.

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