For this installment of Phantom Limbs, we’ll be taking a peek at Catwoman, the Batman Returns spinoff which was intended to bow during the mid-90s after the flagship franchise’s massive successes at the box office. To have featured Michelle Pfeiffer reprising her iconic role from that earlier Tim Burton comic book opus, the Catwoman movie sadly never made it to the screen, with the character eventually receiving a solo film in a wildly different take on the character starring Halle Berry in 2004.

Joining us for this chat is Daniel Waters, screenwriter of Heathers and Batman Returns, who delves into the project’s beginnings, details the yarn he spun, and describes the ultimate reasons why this particular iteration of the famed feline antihero never received her fair crack of the whip.


“It was an interesting reaction to [Batman Returns],” Mr. Waters begins, discussing the events that led to the Catwoman spinoff’s inception. “The first weekend, it broke every box office record. But then as the weeks went on, the movie kept dropping off a little bit. Unlike The Batman or The Dark Knight, which is telling everyone ‘This is a dark movie, this is a dark movie, this is not a Happy Meal movie”…I like to lull people in, like with Heathers. I lull people in like, ‘Oh, this is just a teen film. It’s a John Hughes movie, come on in, sit down, have some fun…’ And then I mess them up. [laughs]”

Indeed, for anyone who has seen Burton’s sequel, it can be a distressing experience for younger or more faint-hearted viewers, even for all of the appeal it may hold for those very same fans. “Batman Returns also had giant ducks, it had clowns … and people didn’t know how dark [it was]. The general public didn’t know what they were getting into. We got in a lot of trouble, so no one wanted me and Tim Burton to do another Batman movie. Like, ‘No Batman movies for you!’ But the one thing everyone agreed on about Batman Returns – whether you didn’t like the movie, whether it was a ‘betrayal of Batman’, all these things (I have a friend who says ‘Batman Returns is a Batman movie for people who hate Batman’ – which I think is rude, but I accept it) – but everyone loved the Catwoman character. Everyone loved that incarnation.”

catman movie batman returns

Michelle Pfeiffer as Catwoman in Batman Returns (1992)

Well, maybe not everyone, as Waters admits a moment later. “I remember getting a hard time from comic book fans. ‘But you don’t understand, she’s a cat-burglar.’ Like, I don’t care. I made my break early that ‘This is not gonna be your daddy’s Catwoman. This is not gonna be the comics’ Catwoman.’ Tim Burton and I, we played in the field long before the internet, long before comic book tribunals told you what a comic book movie had to be. [laughs] I served at the pleasure of Tim Burton. We were making a Tim Burton fairytale movie. Oh, that happened to have Batman and Catwoman and the Penguin in it. So we had no rules.”

Nevertheless, the box office and fan reaction saw to it that the duo would not be at the helm of the next Batman film. “I think it’s like a divorce,” Waters says. “They divorced Tim Burton and gave him Catwoman in the settlement. They didn’t want us near the Batman franchise. ‘Get away from the Batman, get away.’ But they said, ‘A Catwoman movie? Everyone loved Catwoman! Everyone loved what you did with Catwoman. Michelle Pfeiffer’s game, so go off and make a Catwoman movie. If something happens out of that, great. If it doesn’t, it doesn’t.’

“Which, to me, seemed like a lot of fun. I mean, I think the project was a little doomed from the start, because I think Tim Burton and I had different visions of what a Catwoman movie should be. And I don’t know if he was really game for the whole enterprise to begin with, but Dan Waters [was like], ‘Oh my God, I get to make a Batman movie without Batman! This is a dream come true.’

“I had this whole grand vision of a Catwoman movie. Meanwhile, Tim Burton gave me movies like the original Cat People and Ann-Margret’s Kitten with a Whip. I think he wanted to do a small bonsai tree of a creepy movie. Like Selina Kyle not going to a big city, but going to a small town, and make it small and creepy. And, you know, maybe I ignored him, or I didn’t listen to him, or I thought, ‘Okay, that’s interesting, I’m gonna try to incorporate that into my big epic version.’ So I created this just huge, bombastic, Catwoman-going-to-another-city [story].”


And about that story: from a draft dated June 16th, 1995, the Catwoman movie kicks off in Oasisburg, a “gorgeous urban island in a sea of dirt and sand.” A mix of majestic and tacky, the city is described as a “crazed amalgamation of LA-Vegas-Palm Springs-Disneyland.” Explains Waters of this choice in setting: “I didn’t want a wet, urban, dank environment. I put her in Arizona, like ‘Gotham City West’, which is a different kind of bird altogether that’s run by three superheroes.”

Indeed, this sunlit city is presided over by the Cult of Good, who appear to be stereotypical superhero types at first glance. They are: large, red-caped Mammoth; red-hooded Spooky (“lithe and limber and Asian…definite whiff of androgny”), the jetpack-packin’ Adonis, with his “perfect blond hair”; the cocky, leather jacket-wearing Cactus, who sports a cannon arm; and the Cult’s leader, Captain God, a charismatic, “ultimate stiff straight white B-movie male authority figure.” As the story progresses, the reader realizes that this trio is far darker than one would have expected. “So I made these fictional superheroes the villains of the piece, so Catwoman can be the one to mess them up and kind of be their trickster.”

Michelle Pfeiffer as Selina Kyle in Batman Returns (1992)

We catch up with Selina as she introduces herself to a support group for women. We learn that Selina suffers from amnesia, a direct result of the punishment she took during the climax of her previous outing, and was brought back to her hometown of Oasisburg after a stint in the hospital in which she was healed from the various wounds she had suffered. Not long after, our heroine finds herself pushing her way through a crowd of onlookers eager to witness a battle between the Cult of Good and a group of robbers who are met with a surprising level of violence from the “heroes”. Selina trembles her way through the crowd, eventually bumping into a hunched-over Mexican woman who has been following her, a key glimpsed around her neck. After a momentary distraction, Selina finds the woman gone, a large black cat sitting in her place. In short order, it’s revealed that the older woman is the person who delivered Selina’s body to the emergency room in Gotham City on the night she (nearly) died.

We learn that Selina currently ekes out an existence as a cocktail server at the local casino, where she first meets Brock Leviathan, a “maverick” architect who has designed some incredible structures the world over, including the very “Fun Palace” our heroine works in. The character is written very much as a satire on Bruce Wayne, even down to having a British butler named Jeff. After something approaching a meet-cute between the two, Brock asks Selina out. Before she can commit (if indeed she even has an interest), she makes the acquaintance of Lewis Lane, a reporter for the Oasis Times who won a Pulitzer for “his first hand account of the Corto Maltese revolution” (great nod to the first Batman there).

Not long after, another sighting of the older Mexican woman leads Selina into stumbling upon the Cult of Good’s secret lair, where she overhears the superheroes revealing that they were in cahoots with the villains they took down, taking bribes to let the criminals go with their loot. Or they were, anyway. Now it appears as though the “heroes” are due to oversee a catastrophic event in the city which will see them “die” and their team become a mere memory to the city, much as they’ve done in every city they’ve lived and acted in before. Selina witnesses the team callously murder the leader of the robbers they’d taken down on the city streets, recoiling and drawing the team’s attention to her.

The heroes go on the offensive, searching for Selina but murdering the Mexican woman in her stead. Satisfied that they’ve caught their intruder, the heroes leave, allowing Selina a moment with the woman. As she dies, a black cat emerges and curls up next to the key hanging from the woman’s neck, drawing Selina’s attention to it.

Selina takes the key, then seeks out the older woman’s hut near her mother’s place, finding an ancient chest there that the key opens. Within it, Selina’s Catwoman costume, along with her whip and mask. She remembers the night that she nearly died on the snowy streets of Gotham before the older woman found and saved her. At last, she remembers her alter ego.

Selina emerges from the hut, fully dressed as Catwoman. She takes off into the city, wreaking havoc, destroying a “Relax” billboard, doling out punishments to abusive mothers and asshole frat boys before finding a “Cult of Good” public panic button on the main street promenade. She punches it, waits.

The heroes arrive on the scene, kicking off a battle between them and our heroine which sees Selina mostly embarrassing the lot of them, before a quick bout with Captain God sees her retreating, leaving the Cult baffled. The Captain follows after Catwoman, discovering that she’s Selina, who he’d previously met at the Fun Palace casino. The newspapers trumpet Catwoman’s big appearance: “Catwoman claws Oasisburg.”

Selina discovers a newfound confidence in herself, taking on her sexual predator of a boss at work and ridiculing him in front of her coworkers. Brock runs into Selina again at the casino, the bandage on his hand cluing Selina in that he’s actually Captain God.

Faring somewhat better with Selina is Lewis Lane, who confides in his server his fascination with Catwoman. Selina takes an interest in Lewis, before it’s revealed that he too has a bandage on his hand.

In one fun sequence, the mysterious black cat trails its way through the city, bearing witness to various men throughout the city being awful to women: a male tourist is horrible to a young female hotel worker; unethical car mechanics take advantage of a customer; a stalker terrorizes a woman in her apartment; a teacher berates his bright young students mercilessly; a husband verbally abuses his wife.

Meanwhile, Selina grinds down her collection of once-pristine ballerina figurines into sharpened weapons. Tops of clothes hangars are refashioned into claws for Selina’s gloves. She fixes up the older Mexican woman’s rickety scooter, souping it up into a badass black mode of transportation for the burgeoning heroine.

A date with Brock amidst Catwoman’s rise in the city gives way to a discussion on duality, which Selina sneers at. “Duality is a joke,” she says. “You get one life, one shot … you need to be the same bold thing in the day that you are at night.” Their night is interrupted by the appearance of multiple Catwomen, inspired by Selina’s alter-ego to right the many wrongs in their city (some of which the black cat bore witness to in the earlier sequence).

Surprisingly, Selina appears to be annoyed with the imitators at first. Brock, upset for entirely different reasons, hits the red button in the Cult of Good’s public callbox, calling down the superheroes on the newly minted vigilantes. He barges off, while Selina spots Lewis Lane rushing away from the scene as well. She’s left to wonder which one is racing off to put on the red helmet of Captain God.

Meanwhile, the city is overrun by Catwomen of all sorts. The Fun Palace casino is taken over by the vigilantes, who delight in trashing the place. Men huddle together in a Gentlemen’s Club, terrified at what’s become of their “Oasis” from the real world. The Mayor mutters that the city was meant to be haven for them, “not a place where women dress up like pets and suddenly have an absurd proficiency in the martial arts.”

Selina appears on scene as Catwoman, trying to get a handle of the increasingly fraught situation in the city. She commands the attention of the various “Copycatwomen”, nearly talking them down, until the words of a chauvinist talk show personality booms out from a nearby radio, drawing her scorn.

Elsewhere, the Cult of Good takes to Oasisburg’s streets, tranquilizing every Catwoman they come across. When Captain God hears Selina’s purring voice calling into the radio show she and her Catwoman have targeted, the Captain pulls his team from the street and makes for the radio station. There, the two groups do battle.

Catwoman and Captain God square off, trading barbs. Selina reveals that she’d overheard the Cult’s plans to “die”, prompting the Captain to reveal that he and his team will appear to perish heroically while preventing a world-class heist, which they will actually be pulling off themselves. Having revealed his big plan, Captain God sets about strangling Selina with his power glove. Just as she’s about to die, an arrow slams into the glove, fired by another Catwoman – this one revealed to be Selina’s mother. Selina incapacitates Captain God with well placed kick, then escapes, only to have to face and dispatch Cactus. A tense confrontation follows with Spooky, who Selina has surmised as being a woman. Spooky pleads with Selina to stay out of Captain God’s way, at least for the next 24 hours.

The following day in the devastated Fun Palace, Brock and Lewis continue pursuing Selina, who cannot suss out which of them is the villain. The two would-be suitors bump into one another, verbally sparring in front of the increasingly disinterested Selina, who leaves – only to be followed into a bathroom stall by Spooky, who’s correctly pegged that she’s Catwoman.

The two do battle, as other Copycatwomen watch on, criticizing Selina’s abilities and believing they could do better. This kicks off a fight amongst the various vigilantes, with numerous Catwomen fighting each other tooth and claw.

Brock and Lewis take a seat next to one another, watching the various battles unfolding before them, all while discussing Selina and whether or not she’s “suspicious”. Selina and Spooky go careening out of the casino’s front window, while the rest of the Catwomen battle one another on the casino floor in a “spectacular ballet of violence”.

Spooky manages to knock Selina unconscious, but has a change of heart regarding she and her team’s mission. She admits to Captain God that she can no longer participate in the night’s big event.

Adonis and Cactus rush Spooky, beating her to the ground before Captain God shoots her. The “heroes” retreat, leaving Spooky to die in Selina’s arms, but not before passing along a small, strange piece of gold and a CD containing incriminating information about the Cult of Good. Spooky tells Selina it’s her job to save the city. Selina rejects this call, admitting that she’d rather just move away. Spooky reveals her true name as “Rachel”, then dies. In the aftermath of the massive Cat-battles, the Catwomen get back into their civilian clothing and slink away.

Selina checks the information on the disc, which reveals that the Cult of Good members have been masquerading as various superhero groups over the country, building themselves up as saviors before looting a bank and museum in their respective towns and setting off an explosion that leaves their admirers believing that they’d sacrificed themselves for their city (with the explosions claiming lives). Selina sees these heroes now for what they really are: “modern day pirates … secretly trashing and pillaging away as good guys.”

She researches further, finding a photo of Brock in Atlanta at the same time as the “psycho-superheroes”. She seemingly nails Brock as Captain God…until she notices that Lewis Lane worked as a reporter in Atlanta at the same time. Fed up with the mystery, she calls Brock and Lewis together, revealing herself as Catwoman to them.

Both recoil at the information, neither giving themselves away. Lewis admits to following the superhero team to expose their villainous deeds. Brock reveals that his sister died
in the Atlanta Museum attack, and he’s been driven to take down the team for revenge. Lewis bluntly asks Selina: “Did you ever think that maybe neither of us is Captain God?” When both men pledge to help her, she kisses both. “I love you. One of you.”

Back at her hut, Selina is attacked by Cactus and Adonis, the two villains wanting the disc full of incriminating info, which has gone missing. The two knock Selina unconscious, then take her back to their hideout. She wakes up and is confronted by Captain God, who tells her that he no longer needs the disc, as their big plan will be finished within the hour. He admits that he liked her more when she was simply wicked, and not trying to be a mere do-gooder.

The heroes attempt to dispose of her in the “carwash”, an actual carwash refashioned as a death trap (complete with acid wash and spinning steel spikes in place of brush buffers). Trapped in a car being hurtled through this horrible gauntlet, Selina escapes the car, then uses the last of her sharpened figurines to take out the car wash’s wiring.

Selina escapes, then suits up and fires up her Cat-cycle to stop the superheroes. In the meantime, Lewis and Brock confront one another, with each admitting that one of them is definitely Captain God. The two fight viciously, with no answer given yet as to who the villain really is.

Selina squares off with the Cult of Good in the city streets, with the villains having the drop on her. Just as things look bleakest, the National Guard shows up and fires on the Cult. The Mayor arrives on scene, explaining to the confused Captain God that their villainy was revealed to him by another Catwoman – Selina’s mom, who got the incriminating disc to the Mayor in time for them to help Selina.

The villains make a run for it, leaping into the back of their van. The National Guard fires upon the vehicle, destroying it. Cactus escapes into the sewers, while Captain God exits the
wrecked vehicle and is immediately shot down for it. Selina pulls his helmet free, revealing Captain God to be – Lewis Lane. The National Guard takes over the scene, while Selina finds Brock in the crowd and pulls him close.

Later, at Brock’s mansion, the two discuss Cactus, and that Brock’s revenge will not be complete until all members of the fake superhero team are brought to justice. And then Cactus appears, towel around his neck, beer in hand, just hanging in Brock’s mansion.

The realization hits Selina too late. Brock backhands her, while his evil Alfred butler Jeff pushes a syringe into her, poisoning her. Brock informs her that the poison in her system will kill her in ten minutes, then explains that he’d beaten Lewis into submission and stuffed him into a Captain God suit to frame the writer and get him shot down by the National Guard.

Brock and Cactus exit to complete their big plan, while Selina is left in Jeff’s care. The evil butler brings in a big black body bag for Selina’s corpse, only to discover that our heroine has had her poison sucked out by the mysterious black cat, which sacrificed itself to save her. Selina throws Jeff through the mansion’s window to his death. She meets up with her mother, who pledges to help her daughter take down Brock and Cactus.

Brock and Cactus attack the casino, employing weapons that were built into the place by architect Brock to incapacitate the staff and customers. Brock sets the bombs, dooming the people inside to die while he and Cactus will make off with the casino’s loot.

Unfortunately for the guys, a legion of Catwomen (led by Selina and her mom) await them, launching into a “tearing, scratching, biting mass-attack” on Cactus just as he was making his escape. Selina and Brock square off, with our heroine knocking the true Captain God cold. She rallies the other Catwomen to work together to save the people inside the casino from Brock’s bomb. They lower each other down through the skylight like a large linked rope, with Selina at its end. She looks over Brock’s bomb as it counts down close to 00:00, with no clue how to disarm it.

Inspiration strikes when Selina finally realizes the true nature of Spooky’s gift – she pulls the tiny gold object from her costume, then places it into an exact-shaped opening in the bomb, stopping its countdown between 00:01 and 00:00. The Catwomen save the day.

Brock, realizing his plan has been foiled, strikes out one last time. He sends out a small rocket to destroy Selina, the missile linked to a tracking device within a ring that Brock had given her. Selina races from the missile throughout the casino, unable to fully dodge it. Selina eventually gets it, pulls the ring from her hand, then loops it over an arrow she fires into Captain God’s breastplate, leading the missile right to him. “Wow. Beat by a girl,” he says, at peace with his fate. He explodes in a “vivid-as-PG-13-allows burst”.

In the wake of her first big adventure in Oasisburg, the Mayor declares Catwoman the city’s new hero, erecting a statue to honor her. It is revealed in a montage that the city is healing, with men and women working together now in something approaching harmony.

The city adopts a “cat signal”, citizens drive Catwoman-inspired black motorcycles, and everyone’s once gaudy “eyesore funware” has been replaced by sleeker, obviously Catwoman-inspired clothing. Selina herself rules over the casino, rechristened “Selina’s Fun Palace”.

The script ends with Selina burying her Catwoman costume in the desert at the edge of the city, right next to the chauvinist radio personality, who has been covered up to his neck in the sand.

She strides back into the awaiting city, accompanied by a legion of cats at her heels.


While the story is suitably fun and campy, it’s quite different from what one might expect from a traditional take on the character. Says Waters of his tale: “I’ve never been a fanboy. I’ve always had different interests. I love comic book movies, I’ve never disliked the Marvel movie, but it’s just not my thing. I love to establish genres and then subvert them.

“I’ve seen all kinds of things, so I just want something different. That’s how I became a screenwriter to begin with. Heathers was just me looking at the newspaper and saying, ‘What movie is not coming out this Friday that I wanna see?’ Then, ‘Oh, great. I guess I gotta write it now because nobody else is making it.’

“I am Catwoman. Hear me roar.”

I just think every story’s been told, every comic book trope has been told, so we gotta kind of do these hybrids. Unfortunately, sometimes my hybrids are scary. Like Hudson Hawk or Ford Fairlane. They have their cults, but let’s face it… Like I always say, ‘I’ve been hired to put a giraffe’s head on a rhinoceros’ body.’ Some people are gonna think that’s fun. Other people are gonna run away from it screaming.”

The script’s ending appears to put an end to Selina’s adventures, while always leaving the door open for more installments to come. Was the plan to set up a solo franchise for the character? “I did that nine lives thing [from Batman Returns, wherein Selina Kyle discovers that she has nine lives, much as a cat is said to have], and she did have one life left … [but] I had not thought to where Catwoman would go after Batman Returns. I didn’t think she was gonna be the next James Bond. I didn’t think about what her Thunderball was gonna look like. I put everything into this draft. But she does live at the end.”


So how did Waters’ screenplay go over with his director and the studio once he handed it in? “I sent [Tim Burton] an outline that was the ‘big version’, then I wrote a script based on the outline. Then everybody was complaining it was too much like the outline. I’m like, ‘I never got any notes from Tim.’ It just made me realize that Tim was kind of not in it from the beginning, because he could have just easily fired me and said ‘Waters, you’re crazy. Nobody wants to make a crazy, epic Catwoman movie. We’re gonna bring in Caroline Thompson or John August or one of my sane writers, and we’re gonna do my small Catwoman.’ I just think he was not interested. Like the madness of doing two Batman movies kind of got to him, and he just wanted to be out of that universe to begin with. But that’s my rationalization.”

So was Waters ever given a definitive explanation from anyone involved in the production as to why it didn’t happen? “There’s a crazy thing that they don’t talk about in Hollywood where everybody’s afraid to give bad news,” he explains. “It’s insane. It’s like ghosting a girlfriend or a boyfriend. Your agent doesn’t want to give bad news, the studio doesn’t want to give bad news. I turned in my draft. They said it looked a lot like the outline, which I thought was the purpose of an outline.

“Then, ‘Oh, we’re gonna have a notes session. We’ll have a notes session. Oh, we can’t do the notes sessions this week…’ So I didn’t even get a notes session. Then all of a sudden, Tim Burton was directing something else and nobody was talking to me. Some agents were like ‘Time to talk about your next project!’ I’m like, ‘Um, I still have a rewrite left on Catwoman.’ ‘Oh, they paid you off.’ So as far as I know, we’re still happening!”

While a Catwoman movie eventually happened in 2004 with Halle Berry portraying an entirely different character named Patience Phillips (to say nothing of the character being essayed by Anne Hathaway and Zoë Kravitz in the ensuing years), it’s a shame that fans never got to see Burton’s leading lady don the catsuit again. Waters agrees: “I mean, it’s definitely sad and poignant to talk about, because Michelle Pfeiffer was so great. She loved the role, and was more excited about a sequel than anybody. I ran into her at a Hollywood function, and…you don’t want a look of death from anyone, but a look of death from Michelle Pfeiffer really, really hurts.”

She was upset with the writer?! “Yes! I got all the blame. ‘You betrayed me, Waters! It was you, Waters!’ [laughs] The finicky Tim Burton doesn’t get any blame, but she blamed me for fucking everything up. But it’s okay. I mean, she’ll always have Batman Returns, so she can’t hate me that much.”


While Waters’ draft for the Catwoman movie is an easy enough find out there on the world wide web, the writer notes that it doesn’t represent his best possible effort with the material. “I just regret that my script is out there on the internet somewhere, because it was a sloppy first draft. I was gonna make nice, brilliant changes like a writer always does, but it’s out there, and it’s very silly. I mean, if you’re a Hudson Hawk or a Ford Fairlane fan, then you might dig it.”

Still, in the writer’s own humble opinion, even a first draft from Waters is far superior to the aforementioned 2004 film that fans were eventually stuck with. “Here’s the hilarious punchline,” Waters laughs. “Years later, a dump truck comes to my door, backs up and throws 36 scripts on my front lawn, asking if I wanna arbitrate for credit for Halle Berry’s Catwoman. They were claiming that somehow, my first Catwoman was the original seed. There’s a block of literally 36 names – some of them are writing partners, but 36 names – and I’m the top one. So I read the 36th script, and I said, ‘Oh thank you, no. I don’t need to arbitrate. It’s all yours. I’ll let you and Pitof have this one.’

catwoman movie halle berry

Halle Berry as Patience Phillips / Catwoman in Catwoman (2004)

“I write a great arbitration letter,” he continues. “If I wanted to, I’m sure I could have crafted [one for Catwoman]. ‘Cause it is free money. If I got a story credit, I could get some free money. But I couldn’t really see anything [of his screenplay in the finished film]. Then, by the end of the movie, I was like ‘I don’t want that money. I’ll pay you not to put my name anywhere near this.’


In wrapping up our conversation, Waters looks back on the Catwoman movie that could have been and offers up his final thoughts. “I wish we would’ve gone through the process. I wish that I could have done some rewrites. Even if we went more along Tim Burton’s lines of a small town, Cat People kind of movie. I would’ve liked to go on the journey a bit more. One notes meeting would’ve been nice, and a notes meeting with Michelle Pfeiffer would’ve been nice. I just wanted to go through the process, because I think we would’ve ended up with a really interesting movie.”

Special thanks to Daniel Waters for his time and insights.


This has been Phantom Limbs, a recurring feature which takes a look at intended yet unproduced horror sequels and remakes – extensions to genre films we love, appendages to horror franchises that we adore – that were sadly lopped off before making it beyond the planning stages. Here, we chat with the creators of these unmade extremities to gain their unique insight into these follow-ups that never were, with the discussions standing as hopefully illuminating but undoubtedly painful reminders of what might have been.



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