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Late one night, upon returning to his office, Shreck surprises his secretary Selina Kyle (Michelle Pfeiffer), in the course of her preparation for a meeting with Bruce Wayne (Michael Keaton) regarding Shreck's proposed power plant. While innocently pulling relevant documents, Selina accesses Shreck's protected files, uncovering compromising information, revealing that the plant will drain Gotham's power supply. Realizing Selina knows too much, Shreck pushes her out of a window, leaving her for dead on the ground many stories below. Selina survives the fall after being revived by alley cats. She returns to her apartment, then suffers a psychotic break and reinvents herself as Catwoman, a catsuit-clad burglar dedicated to getting revenge on her boss.
Shreck then hatches a plan to recall Gotham City's current mayor (Michael Murphy) and elect the Penguin in his place, in order to cement his control over the city and complete his power plant project. The Penguin's gang of circus performers cause chaos around Gotham to create bad press for the Mayor. Meanwhile, Bruce's alter-ego Batman tries to defend Gotham from Catwoman and the Penguin's gang.
Selina falls in love with Bruce, a situation complicated by Catwoman's teaming with the Penguin in an effort to rid Gotham of Batman. They kidnap The Ice Princess (Cristi Conaway), a woman chosen to turn on the Gotham Christmas Tree lights, and frame Batman for the crime. Finding The Princess balancing precariously on the ledge of a high building, Batman tries to save her, but to no avail; the Penguin unleashes an umbrella full of bats which frighten The Princess into plunging to her death, and makes it look like Batman killed her. When a shocked Catwoman rejects his advances, the Penguin tries, unsuccessfully, to kill her. When Batman returns to the Batmobile, he finds that the Penguin has sabotaged it; as the Penguin takes the Batmobile on a remote-controlled rampage through Gotham, he gloats about fooling the entire city. Batman ultimately escapes the Penguin's trap, however.
When Bruce exposes the Penguin's plans to dupe Gotham, thereby ruining his election chances, the Penguin initiates a plan to murder all of Gotham's first-born sons by kidnapping and taking them into his lair to drown them in a pool of water that has been contaminated with Shreck's toxic waste. He personally attempts to take Max's son, Charles "Chip" Shreck (Andrew Bryniarski), but agrees to take Max instead. Batman foils the Penguin's large-scale infanticide scheme, whereupon the Penguin then decides to launch missiles around Gotham using mind-controlled penguins. However, Batman is able to jam the frequency used to control the penguins and has missiles launched at the Penguin's base. Batman confronts the Penguin, which culminates in the Penguin falling into the toxic waters in his lair.
Batman tries to persuade Catwoman to turn Shreck over to the police, even unmasking himself in the process, but Shreck draws a gun. Catwoman claims that she still has six of her nine livesleft, and remains standing after Shreck shoots her four times. Catwoman uses a taser to cause an explosion, electrocuting Shreck and apparently sacrificing herself (using up her "eighth life"). The Penguin then emerges from the toxic water and tries to kill Batman, but he succumbs to his wounds. His penguins then take his body into the sewer waters as a final resting place.
Later, Bruce is being driven around the city at night with butler Alfred Pennyworth (Michael Gough) and thinks he sees Selina's shadow on a wall. Alfred stops the car, and Bruce finds a cat, which he takes with him and leaves. As the Bat-Signal lights up the night sky, a silhouette of what appears to be Catwoman is seen gazing at it.
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