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The monstrous Penguin (Danny DeVito), who lives in the sewers beneath Gotham, joins up with wicked shock-headed businessman Max Shreck (Christopher Walken) to topple the Batman (Michael Keaton) once and for all. But when Shreck's timid assistant, Selina Kyle (Michelle Pfeiffer), finds out, and Shreck tries to kill her, she is transformed into the sexy Catwoman. She teams up with the Penguin and Shreck to destroy Batman, but sparks fly unexpectedly when she confronts the caped crusader.