It’s been over 25 years since Batman Returns landed in theaters. Though Tim Burton has gone on to direct some of the most unique (and often bizarre) movies in Hollywood, it’s hard to forget how close he came to visiting Gotham for a third time.

After his surefooted introduction of the Caped Crusader in Batman, to his utterly insane sequel in Batman Returns, Tim Burton was primed for greatness on his third go around. As fate would have it, of course, Warner Bros. decided that Batman needed a new creative direction. Less interested in artistic integrity and more fascinated by the merchandising potential of DC Comics’ most popular character, Warner Bros. eschewed Burton’s dark approach for the campy, child-friendly, toy-ready vision imagined by Joel Schumacher.

Though the studio made a killing with Batman Forever, they also killed the franchise. Left in the wake of the brutally bad puns and strained performances was a nostalgia for Tim Burton’s magic touch. He had all of the ingredients for an incredible final act: Robin Williams as The Riddler, Brad Dourif as Scarecrow, and Michael Keaton at the top of his game. We can only guess at the greatness of what might have been.

Here are 15 Things You Didn’t Know About Tim Burton’s Failed Third Batman Movie.

15. It Was Allegedly Titled “Batman Continues”

Michael Keaton as Batman in Batman 1989 Grapple Gun 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

From Tim Burton to Christopher Nolan, Batman has encountered some rather unfortunate titles. Batman Begins was a bit on the nose, Batman Forever had a stage-five clinger vibe, and The Dark Knight Rises just seemed stale.

These problems were apparently also present for the naming of Tim Burton’s final crack at the Caped Crusader. Though the exact title is likely buried deep in the vaults of Warner Bros., rumor has it that Burton’s failed trilogy bookend was dubbed Batman Continues. It’s not the worst title in the world, but it’s still remarkably obvious. Any movie that picks up after the events of Batman Returns is obviously a continuation, right? Considering Tim Burton seemed intent on making his darkest Batman yet, something like Batman Descends could have been a bit more effective.

14. Michael Keaton Wanted A Batman Begins-Like Origin Story

34 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Christopher Nolan’s first Batman movie was so enthralling that it had collective fans wondering: “Where was this movie 10 years ago? And how did it take this long to get made?” 

Michael Keaton felt the same way after Batman Begins descended in theaters. Years later, he admitted that it was exactly the kind of movie he hoped to make with Tim Burton. As he revealed on the WTF podcast with Marc Maron:

The guy who’s doing them now, Chris Nolan, he’s so talented, it’s crazy…You look at where he went, which is exactly what I wanted to do when I was having meetings about the third one. I said you want to see how this guy started. We’ve got a chance here to fix whatever we kind of maybe went off. This could be brilliant.

Though Keaton might have led the vanguard of the Batman origin story, his creativity ultimately fell on deaf ears at Warner Bros.

13. Marlon Wayans Was Cast As Robin (And Still Gets Residual Checks)

Marlon Wayans Robin concept art for Batman 3 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

It’s the job that keeps on giving. Though Marlon Wayans never officially suited-up as Boy Wonder, he still gets paid for a movie he didn’t even make. As the actor revealed, he was set to star in Batman Returns, but due to the amount of characters in the overstuffed story, Tim Burton kept Wayans on the bench and intended to use him for his third Batman movie.

Though Wayans’ contract continued at Warner Bros., the unexpected ousting of Burton left the actor in the lurch. When Joel Schumacher came aboard to make his neon-wonderland take on Batman, Wayans was replaced by Chris O’Donnell. Given the amount of legal red tape with the casting, however, Wayans received a hefty buyout and still gets paid for his involvement with the Batman franchise of the 1990s.

12. The Updated Batsuit Had A Movable Cowl

Tim Burtons Batman 3 suit 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

From the 1989 Batman all the way through Batman Begins, the Caped Crusader’s cowl often looked like a cramped prison. The claustrophobic need not apply. It offered zero mobility for Keaton, forcing him to act solely with his eyes and move like C-3PO in a perpetual state of panic. Though Christian Bale finally earned some flexibility with his more dynamic suit in The Dark Knight, it seems Tim Burton’s costume designers actually beat him to the punch way back in the early ’90s.

Sculptor Jose Fernandez, who worked on Batman Returns, recently revealed multiple unused Batsuits that seem more in-line with the “spelunking” armor Bruce Wayne received from Lucius Fox in Batman Begins. More militaristic and less costume-like, it seems Burton’s third Batman would have given its titular hero the sharpest suit yet.

11. Robin Williams Was Slated to Play The Riddler

toys robin williams 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Robin Williams came this close to starring in one of Tim Burton’s three Batman films. The first go around, he was offered the role of The Joker, only to get sucker punched in a secret deal that saw the iconic role go to Jack Nicholson.

After Batman Returns, Tim Burton again sought Williams to play an antagonist; this time, The Riddler was the intended baddie. Lee Batchler, who penned the script for Burton’s third Batman movie, wrote with Robin Williams’ voice in mind and revealed that the actor “loved” the final product. Unfortunately, the studio failed to make a deal and left Williams in the dust yet again.

The comedian told Empire Magazine in 2010,

The Batman films have screwed me twice before: years ago they offered me The Joker and then gave it to Jack Nicholson, then they offered me The Riddler and gave it to Jim Carrey. I’d be like, ‘Okay, is this a real offer? If it is, then the answer’s yes. Don’t pump me again, motherf*ckers.’

10. Burton Wanted The Riddler’s Head Shaved Into A Question Mark

The Riddler Cancer 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Williams was understandably a bit sore after the casting fiasco. Not only would he have gotten the chance to pour his creative energies into the heart of a classic Batman villain, but he would have been given the green-light from director Tim Burton to physically develop the character however he imagined.

As it turns out, the director knew exactly how he wanted the Riddler to look. To make Edward Nygma as bizarre as possible, Burton saw his Riddler featuring a massive question-mark shaved into his head. So potent was the tonsorial concept that Jim Carrey allegedly poached it for his take on the character in Batman Forever. Unfortunately, given the actor’s legal proceedings surrounding his divorce, Carrey concluded that a question-mark-riddled scalp wouldn’t play so well in court, so he stuck with the fire-red wig and green tights.

9. Billy Dee Williams Would Become Two-Face

Billy Dee Williams and Tommy Lee Jones in Batman1 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

In the commentary for his first Batman, Tim Burton made it clear that he wanted Billy Dee Williams to return as Harvey Dent’s alter-ego, Two-Face. Though Dent played a major part in the 1989 film, his role was swept aside for Batman Returns, likely to make way for Christopher Walken’s scene-stealing role as the sociopathic Max Shreck. In an early draft of Batman Returns, however, the scenes that ultimately featured Walken were first written for Billy Dee Williams. The screenwriters set it up so that when Catwoman shocked Harvey Dent at the end of the movie, he would become Two Face in Burton’s follow-up film.

If only that movie came to pass. As Billy Dee Williams admitted, “I had hoped that I would have done Two-Face, but it changed hands before then, and I think Schumacher got involved.” 

Either way, Williams still got his revenge when he was cast as the iconic Two Face in The LEGO Batman Movie.

8. McDonald’s Happy Meals Were Responsible For The Movie’s Demise

McDonalds Batman Returns 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Ronald McDonald is the king of yellow and red, of French fries, super-sized soft drinks, and Happy Meals. It’s no wonder, then, that the fast food chain balked at the dark and disturbing imagery in Batman Returns. Though the Caped Crusader had the potential to sell many a hamburger, Tim Burton’s sequel seemed at odds with McDonald’s target audience: kids and families.

Before the film was released 1992, McDonald’s featured Batman, Catwoman, and The Penguin on every cup and carton they could find. Unfortunately, parents who saw Batman Returns were horrified by the bile-spewing and lecherous Oswald Cobblepot, the S&M portrayal of Catwoman, and the casually murderous Batman. When Warner Bros. caught wind of McDonald’s frustration, they realized Burton might not be a great long-term fit for the franchise.

As the director himself admitted, “I think I upset McDonald’s. [They kept asking] ‘What’s that black stuff coming out of the Penguin’s mouth? We can’t sell Happy Meals with that!” 

7. Burton Thought Making Batman Sequels Was “Boring”

Tim Burton on set of Batman Returns. 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Though Warner Bros. ultimately replaced him with Joel Schumacher, it seems the Batman franchise was Tim Burton’s to lose. If he really wanted to stay on as director, he might have had a fighting chance to complete the trilogy.

Unfortunately, evidence suggests that Burton’s heart was never really in it. He commented that he thought his first Batman was “boring,” and to entice him to sign on for a sequel, Warner Bros. essentially told Burton: don’t make a Batman movie; make a Tim Burton movie that happens to have Batman in it. This ultimately led to Batman Returns, which plays out more like Edward Scissorhands in Gotham.

Though Burton later approached the studio with some ideas for a third movie, he could tell they weren’t interested:

About half hour into the meeting, I go, ‘You don’t want me to make another one, do you?’ And they’re like, ‘Oh, no, no, no, no, no,’ and I just said, ‘No, I know you don’t, and so I just stopped it right there.’

6. It Established A Catwoman Spin-Off With Michelle Pfeiffer

Michell Pfeiffer as Catwoman in Batman Returns 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Though Burton got the boot, he still stayed on as producer for Batman Forever and retained the rights to make a Catwoman spin-off with Michelle Pfeiffer. Daniel Waters, the screenwriter behind Batman Returns, had been rehired to pen the script that Tim Burton hoped to direct. As Waters described the plot to Film Review magazine, the film opened after her collapse in Batman Returns:

She has amnesia, and she doesn’t really remember why she has all these bullet holes in her body, so she goes to relax in Oasisburg…a resort area in the middle of the desert. It’s run by superheroes, and the movie has great fun at making fun at the whole male superhero mythos. Then they end up being not very good at all deep down, and she’s got to go back to that whole Catwoman thing.

Tim Burton ultimately abdicated all involvement with the franchise, leaving the keys to Warner Bros., who would later develop it with Halle Berry.

5. Tim Burton Wanted Brad Dourif To Play Scarecrow

Brad Dourif as Grima Worntongue in The Lord of the Rings Return of the King 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

He may not be a household name, but Brad Dourif is a legendary actor whose career has spanned over 40 years. From playing Billy Bibbit in One Flew Over the Cuckoo’s Nest, voicing the sadistic Chucky doll for 20 years, and embodying Grima Wormtongue in The Lord of the Rings trilogy, Dourif has been a staple of major movies since 1975.

It’s no wonder, then, that Tim Burton tapped him to play Scarecrow in his third Batman movie. As a matter of fact, Dourif was allegedly Burton’s first choice to play the Joker, long before Jack Nicholson donned the makeup and Glasgow smile. As Dourif recalls, the director was ready to hire him before the studio intervened: “Tim Burton saw me on a plane and wanted to cast me and [Warner Bros.] said no.” Considering how things worked out with Robin Williams, Dourif is in good company.

4. Michael Keaton Thought The Revised Script “Sucked” (And Turned Down A LOT Of Money)

Michael Keaton in Birdman 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Michael Keaton has enjoyed a great career long outside of his time playing Batman, but he’ll likely be best remembered for his take on the Caped Crusader. For every future press junket he attends, he’ll receive the same barrage of questions about his abrupt departure from the Batman franchise. When promoting The Founder earlier this year, The Hollywood Reporter returned to familiar territory and asked the actor why he bailed on Joel Schumacher’s Batman Forever.

Keaton kept things clean and to the point. As for his thoughts on the new script that replaced what Lee Batchler initially wrote? “It sucked,” Keaton said, noting that he saw the writing on the wall when Schumacher continually asked, “Why does everything have to be so dark?” Keaton was so confident in his decision to abandon Batman that he reportedly walked away from a whopping $15 million deal to make the third movie.

3. Rene Russo Would Have Played Bruce Wayne’s Love Interest

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In the years leading up to Batman Forever, Rene Russo was approaching the height of her career. Having already starred in Major League and Lethal Weapon 3, the actress was fast becoming a household name. Tin Cup, Get Shorty, and The Thomas Crown Affair were all just a few years away. In 1993, she was in consideration for many starring roles, including one as Bruce Wayne’s love interest in Tim Burton’s final Batman movie.

While Michael Keaton’s infamous bachelor already had his trysts with Vicki Vale (Kim Basinger) and Selina Kyle (Michelle Pfeiffer), Russo was set to play the alluring psychologist, Dr. Chase Meridian. As soon as word got out that Tim Burton was off the job, however, Russo was swiftly replaced by the younger Nicole Kidman under the direction of Joel Schumacher.

2. Tim Burton Hated The Title, “Batman Forever”

Batman kills a thug in Batman Returns 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

Tim Burton may be an eccentric, but he has his limits. Though Batman Continues may be a milquetoast title, it’s at least less offensive than the overeager Batman Forever. As for the namesake Joel Schumacher slapped on his garish circus, Burton had a few choice words:

I always hated those titles like Batman Forever. I thought, ‘Batman Forever, that sounds like a tattoo that somebody would get when they’re on drugs or something,’ or something some kid would write in the yearbook to somebody else. I have high problems with some of those titles.

As for actually watching the movie from which he was politely fired, Burton admitted the experience was “surreal,” where “you feel like you’ve died and you’re having an out of body experience.” It’s safe to say many audience members felt the same way.

1. Warner Bros. Killed Burton’s Vision To Sell More Toys

Joel Schumacher 15 Things You Never Knew About Tim Burtons Failed Third Batman Movie

There are movies, and then there’s merchandising. With Star Wars, George Lucas knew the value of both elements, but with Batman, it seemed Tim Burton only had his sights set on filmmaking. While the auteur director dove headfirst into making the ultimate Burton-esque Batman, Warner Bros. had their sights set on something far more primitive (and lucrative): selling toys.

Batman Returns may have made less money than its predecessor, but it still did very well. Regardless of its success, the studio recognized an enticing opportunity to print cash from selling batmobiles, batarangs, and action figures with codpieces and nipples. Burton was ultimately replaced to make way for the merchandise-moving machine that was Batman Forever. Though the experiment succeeded at both the box office and Toys “R” Us checkout counters, Schumacher’s movie was a critical disaster that would merit more mockery than money in the long-run.

Would Tim Burton’s third crack at Batman have been his best yet? Let us know in the comments.

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