Mr. Freeze is living a caveman's life in the Arctic with his ill wife, Nora Fries in stable suspended animation, his adopted son, Kunac, and two pet polar bears. Suddenly, a submarine surfaces under them, destroying the cave and nearly killing them all. Although the bears rescue Freeze and Kunac, the chamber containing Nora is shattered and her disease relapses. Enraged, Freeze dons his suit once again and freezes the entire submarine crew.

Two weeks later, in Gotham City, Bruce Wayne and Dick Grayson are invited to a party at a friend's manor. During the dance, a troubled guest named Dr. Gregory Belson unsuccessfully begs his stockbroker to help him out with his financial problems (he owes $2,500,000 to the bank for his house). Frustrated, Belson leaves the party and, on his way home, crashes his car on a layer of ice, where he is confronted by his old friend, Victor Fries. Taken to Freeze's hideout, where Nora is now confined to a machine-bed, Belson comes to the conclusion that Nora's disease has relapsed, and that she has two more weeks to live - but, presented with a nugget of pure gold and promises of more, he comes up with a cure: an organ transplant from Barbara Gordon.

Belson and Freeze learn that Barbara is at a restaurant with Dick and that she won't be back until Monday, as she is spending the weekend at the coast with him. Acting quickly, Freeze takes his polar bears to the restaurant and succeeds in capturing Barbara, escaping with her despite relentless pursuit by Dick on a motorbike, who finally crashes when Freeze freezes the road beneath him. At the hospital, Dick is visited by Bruce, an enraged Commissioner James Gordon (Barbara's father), and Detective Harvey Bullock. There, acting on information from Bullock and the hospital's computer, Bruce and Dick begin to piece together Freeze's motives.

Later on, Barbara wakes up to find herself locked in a room in Freeze's hideout. During an escape attempt, she finds the sleeping Nora in the building's coldest room, where Belson and Freeze introduce themselves and tell her they need a blood transfusion, as she has the only matching blood type. Not ready to cooperate, she flees to the top floor, where she finds herself on an oil rig in the middle of the ocean with no way out. Giving up, she is recaptured by Freeze.

Meanwhile, after learning of his expertise in cryogenics from a doctor, Bruce and Dick try to track down Belson, but their only lead is a stranded car surrounded by water that belonged to him. Deducing that the water was actually melted ice, they conclude that Freeze has captured Barbara and Belson, and decide to investigate Belson's house as Batman and Robin. There, they find a recorded call from Belson's broker, Arbagast, which they use to trace his address. Just as he finishes explaining Belson's situation, he receives a call from Belson on his mobile phone.

Batman and Robin record the call and analyze the tape at the Batcave. Judging the background noise against a map, they finally find where Freeze has taken Barbara and Belson: an abandoned oil rig five miles offshore. Meanwhile, at the oil rig, Belson and Freeze drag Barbara to the medical room where Nora is. As they start to put her under anesthesia, Barbara realizes that they want more than a mere blood transfusion. Fortunately, Barbara is saved and able to run for her life thanks to the timely intervention of Kunac, who was promised by Freeze that no harm would come to her. While Freeze attempts to mend Nora's bed, which was damaged during Barbara's escape, Belson gives pursuit.

Catching up, Belson opens fire with a gun, making holes in the fuel tanks, but is stopped before he can kill her when the Batwing soars over him and Robin knocks him out. As Robin and Barbara are reunited, a fire from one of Belson's gunshots sets off an explosion, and before either can do anything about it, Freeze's polar bears attack. Fortunately, Batman and Robin manage to trick them into running off the rig.

Meanwhile, as the fire grows, Freeze chases the Dynamic Duo into a crane cockpit, where he traps them by freezing the whole thing. Barbara manages to escape from the fire and run from Freeze, who demands help from the awakened Belson. Despite Belson's claims that they should escape before the entire rig goes up in flames, Freeze stays is determined to have him perform the operation. Belson responds by pushing Freeze under a pile of falling metal and runs away, leaving him for dead.

Barbara sees Freeze struggling to escape(his leg broken) , and with the help of Batman and Robin (who managed to escape from the crane cockpit), helps him out. But Freeze refuses to leave the rig without Nora and Kunac, so Batman and Barbara go back downstairs to find and rescue Freeze's loved ones. Meanwhile, Robin gets the Batwing off of the landing base just as it catches fire and falls down, crushing Belson as he tries to escape in a boat.

All four make it back upstairs, where Freeze insists that Nora and Kunac be brought to safety first. They manage to get them to the Batwing in time, but Batman goes back for Freeze, who has lost his ground and is hanging from the separating platforms for dear life. Batman fires a grapple for Freeze to hang onto, but a falling pipe , damages his suit, and another hits Freeze on the head, making him lose his grip and fall to the fiery depths below. Batman flees the oil rig in time just as it explodes, and hangs from the Batwing by a grapple line. But unbeknownst to Batman, Freeze survived, and is swimming home with his two polar bears.

Two weeks later, in the arctic, Freeze - now leading his old life again, only without Kunac and Nora - looks into a small house, where he sees on a TV that Nora has undergone an organ transplant funded by Bruce Wayne, and is now back on her feet. Tears of happiness welling up in his eyes, Freeze, one leg in a frozen cast, walks off with his polar bears into the distance.

WRITTEN BY: Boyd Kirkland, Randy Rogel

DIRECTED BY: Boyd Kirkland

CAST:
Bob Hastings (Commissioner Jim Gordon)
Efrem Zimbalist Jr. (Alfred Pennyworth)
Kevin Conroy (Bruce Wayne / Batman)
Loren Lester (Dick Grayson / Robin)
Robert Costanzo (Detective Harvey Bullock)
Marilu Henner (Veronica Vreeland)
George Dzundza (Dr. Gregory Belson)
Tress MacNeille (Additional Voices)
Carl Lumbly (Additional Voices)
Ed Gilbert (Additional Voices)
Brian George (Additional Voices)
Rahi Azizi (Additional Voices/Koonak)
Michael Ansara (Mr. Freeze)
Mary Kay Bergman (Barbara Gordon/Batgirl)
Mari Devon (WGBS Reporter Summer Gleason)
Liane Schirmer (Lieutenant Renee Montoya)
Rahi Azizi (Koonak)
Lauren Tom (Miko)
Dean Jones (Dean Arbagast)
Randy Thompson (Additional Voices)

QUOTES:
Dick: Thanks, Alfred. Don't know what we'd do withoutcha. (He and Bruce step away)
Alfred: Frankly, sir, neither do I.

INTERESTING NOTES:
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