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Catwoman/Selena Kyle - Michelle Pfeiffer

Catwoman is a far cry from Pfeifferr's demure perfomances in Dangerous Liaisons and the Russia House. ''I was getting sick of the melancholy roles, so I was delighted when the opportunity presented itself,'' she says. That opportunity arose after Annette Bening's much publicized parting, but Pfeiffer couldn't fully comprehend the magnitude of her decision until it came time to don the head-to-toe rubber catsuit. ''The first few weeks were miserable,'' she groans, ''painful to the point where I couldn't really walk or breath or hear or talk. I kept wondering how I would ever get beyond all of these uncomfortable obstacles to do a decent job.''

Despite the initial discomfort, Pfeiffer found that being inside the suit helped her with the Catwoman characterization, for which she adopted a deep Joan Crawford-inspired voice. ''I found it much easier playing the bumbling, nerdy Selina. I really had to work my way towards Catwoman,'' she says. ''When you look at yourself in the mirror, you can't help but feel different wearing this outfit. And on the last day, it was so liberating finally taking it off, yet at the same time it was kind of sad to hang up my suit.''

While the costume sealed her exterior, Pfeiffer found that raw inhibition was the key to the character. ''I'm dressed up like a cat, totally exposed and behaving in ways that women aren't normally conditioned to behave. In order to do this, I had to let go of all my inhibition in a bigger way than I've ever had to do before. I knew I was in good hands with Tim, but in the hands of a lesser director, it would've been a very broad thing to do.''

Though she had a hoard of stunt doubles and world champion kickboxer Kathy Long doing her flashier routines, Pfeiffer went through her own rigorous training for the role. ''I loved the physicality of the character. I started training about a month before shooting and averaged four hours a day doing kickboxing, some martial arts, yoga and gymnastics.''

She also became proficient with the character's trademark bullwhip, courtesy of maestro Anthony Delongis. ''I loved the whip,'' she laughs. ''There was a beauty and an elegance and a sexuality and almost a graceful dance-like quality to it that at any moment could turn violent. I thought this made it much more threatening and certainly more feline and feminine.''

On the subject of whips and the provocative black attire, Pfeiffer tends to sidestep the more sadomasochistic overtones of her character. ''I don't think it's an issue,'' she says defensively. ''I mean, what, I lick Batman's face. Big deal. I'm not tying him up or beating him up and having sex with him. (Well, I think that in a s/m affair Batman would be the s…) It's all open to interpretation; besides, there are far more explicit things on television.''

Instead, she prefers to take a different slant, saying, ''I look at the movie more metaphoricaly, in that it's a statement aboit empowerment and about this character's coming into her own, and part of that is her sexuality.

It's a strong theme in today's society because there probably isn't a woman alive who doesn't know what it feels like to be in the work force and not be listened to. There are so many out there who are harassed and are terrified of their boss, who haven't been able to find a voice for themselves. I think she's an inspiration and a positive role model for women, even though she's also very tragic.''

According to Pfeiffer, her Catwoman reflects the times as much as the comic book character has over the years. ''When you look a t the evolution of Catwoman in the old comic books from the 30's, she wa sobviously representative of women from that era. And when you look at her in the 50's, she's more voluptuous and kitten-like while in the 70's she became much more muscular and steamlined. The Catwoman in this movie is definitely a reflection of what's happening today.'' More Info On Michelle Pfeiffer at Internet Movie Data Base

PENGUIN - Danny DeVito

Devito played the Penguin perfectly. His part in the film? He would play the poor lost kid who shoots for Mayor but is later dragged to the sewer. And just as the Joker before him, the Penguin would not see another film.

the Penguin was transformed from a man in a silly costume into a repulsive, deformed creature with a brilliant mind honed on rage and an insatiable need for revenge. He was flanked by an army of loyal penguins, and a band of vandals, known as the Red Triangle Circus Gang, prepared to do his most evil bidding.

During the making of The War Of The Roses actor Michael Douglas handed his then-director Danny DeVito a newspaper article reporting DeVito's interest in playing the Penguin in the proposed follow-up to Batman. The story came as a complete surprise to DeVito. ''I was stunned'', he remembers. ''I'd never talked about it to anybody, and frankly I resented it''.

A year later, DeVito received a call from Tim Burton, who was himself only recently getting used to the idea of a new, improved Batman and a fresh pair of villains. Upon their first meeting, it became apparent that the director wanted a characterisation that bore little or no resemblance to previous Penguins. ''The last thing I wanted to hear from Tim was that we were going to do the Penguin from the comic book or the TV series,'' recalls DeVito. ''I knew a little bit about the guy, and I respected him as a director, so it didn't surprise me when he told me his conception of this visual and psychological image of the duality of the characters and the Penguin's origins.''

DeVito, himself a father of three, gravitated to Burton's offbeat notions of the character's harrowing birth. ''The most glorious and beautiful thing you can ever experience is being in the same room when a woman is giving birth,'' he attests. ''So can you imagine being in the Cobblepot mansion on that night when what emerges is that globular, unformed mass with two eyes, a nose and a mouth, yet nothing that is humanly recognizable? They're shocked and horrified. They hate it and they hate themselves, so they throw it out like a piece of garbage.'' Following a long, savory pause, DeVito shrieks, ''Hey, I'm in! I felt like we could use this as a launching pad to create this huge opera that could be NOSFERATU. It was exciting and challenging, and I felt immediately that I wanted it to explore it more.''

While Burton and DeVito worked with Daniel Waters (screenwriter) to integrate the Penguin into the script, DeVito had to go through a full physical tranformation, courtesy of Stan Winston and his crew. As he recalls, ''The most difficult times came during the exploration period when the character was being designed. For instance, we had to take full body and face molds early on, which are very uncomfortable, but once the make-up went on, it was very comfortable and helpful in an odd way, even though it may have looked cumbersome. Usually as an actor you're given the luxury of hiding behind a character to act and react and play the game, but here I could take it even further. Once I put the mask on an incredible thing began to happen: I was completely free, and I felt like I could do anything. I almost felt like I could turn to the audience and talk, do a Shakespaerean turn on it, like in RICHARD III, where Laurence Olivier with his hump could do the walk and be miserable and lustful and talk about killing kids up in the tower. It was exhilarating.''

Coupled with the make-up, DeVito altered his voice without electronic enhancement, giving his Penguin a pained, guttural quality. ''Part of it was trying to find out what his deformity was, and it came down to the fact that breathing for him wasn't a natural thing like it is for all of us. He had to force himself to breathe, like a concentration where he'd have to push the breath in and out in order to keep himself alive. He was constantly battling to stay alive.''

Due to the uniqueness of the make-up, DeVito found that interacting with anyone outside the crew was impossible. ''I couldn't see anybody on the set,'' he explains. ''No friends, no family, no business associates or interviews, and no studio executives which was a joy,'' he jokes. ''I had to do this because once I put on the make-up and got into the character, it would've been too jarring for me to go from this kind of world to the real world. There was no way I could communicate with anybody on a reality-based level. It was okay to do it over the phone because people wouldn't see the webbed hands and the beak, but never in person.''

DeVito also spent much of his time in seclusion, prepping HOFFA, his next directorial film, starring ex-Joker Jack Nicholson as the famed union leader. When asked if he ever sought advice from his longtime colleague, DeVito quips, ''The only thing we discussed was the deal,'' adding, ''It's got more to do with putting your kids through college.''

Tim Burton on the Penguin:

''The Penguin of the comics was always the character I liked the least because he never made sense in the same way that the Joker or Batman or the Catwoman did - he never had that simple, weird strength,'' Tim Burton says. ''I mean, what is the Penguin supposed to be anyway? I felt that if somebody was going to be called 'The Penguin', there should be a reason for that.

The result, as scripted by Waters, was to give Oswald Cobblepot (the Penguin's given name, as in the comic books) a solid origin, from his bizzare birth and ubringing to his inevitable downfall. ''That aspect of the film is the one that went through the most real creation,'' says Burton. ''He really was an invention that had as much to do with the script as with Danny DeVito, myself, and everybody from the costume people to the makeup people. We went through the process of taking it as far as we could go without losing the spirit of the original until he finally really trasformed. We worked very hard, but it was one of the most gratifying parts of making the film.''

Burton adds that DeVito proved an excellent subject in the demanding role which not only called for him to spend hours enduring the Lon Chaney-like makeover with VeNeil applying Stan Winston's design, but also put him in a full-body silicone fat suit and webbed latex flippers constructed for the specialty costume. Says Burton, ''The good thing about Danny is that he was very passionate and had a 100% commitment to creating something different, and having directed himself made him a more understating person to work with.''

''The bottom line is that I borrowed more props than psychology,'' Waters concurs of updating the villains. ''With the Penguin and Catwoman I tried to move away from the stock Bob Kane versions.''

He managed it.

More Info On Danny DeVito at Internet Movie Data Base

MAX SHRECK - Christopher Walken

The script gave the writer (Daniel Waters) license to create his own villain in the form of Christopher Walken's nefarious Max Shreck, named after Max Schreck, the star of F.W. Murnau's NOSFERATU (1922). ''Max Schreck played a character who sucked blood from the population,'' says Waters, ''and Max Shreck is also something of a vampire, sucking up energy, power, and money from Gotham City. With Shreck I wanted to touch on the theme that the biggest villains aren't necessarily the ones who wear costumes but the ones who are respected members of society. Sure, you have this flamboyant mutant who is a strong, out-there, in-your-face kind of villain, but I wanted to have fun with the fact that the real villain - the guy who's more powerful that anyone else in the film - is also the most upstanding citizen.'

More Info On Christopher Walken at Internet Movie Data Base