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Meanwhile, in South America, botanist Dr. Pamela Isley (Uma Thurman) is working under Dr. Jason Woodrue (John Glover), a mad scientist who recently had his funding cut by Wayne Enterprises and is experimenting with the strength serum "Venom". Pamela discovers Dr. Woodrue subjecting a diminutive convict (Michael Reid McKay) to the experiment, transforming him into the muscular "Bane" (Robert Swenson). Dr. Woodrue and Pamela argue over the use of the drug and, when she refuses to join him, Woodrue overturns a shelf of various toxins onto her. She transforms into the seductive Poison Ivy before killing Dr. Woodrue with a kiss from her poisonous lips. She leaves with Bane for Gotham, intending to use the chemicals produced by Wayne Enterprises for her schemes.
Back in Gotham, Barbara Wilson (Alicia Silverstone), the niece of Bruce Wayne's butler Alfred Pennyworth (Michael Gough), makes a surprise visit and is invited to stay at Wayne Manor until she returns to college. Alfred is revealed to be suffering from MacGregor's Syndrome. Poison Ivy interrupts a Wayne Enterprises press conference unveiling a new observatory, to propose a project that would turn Gotham City into a lush rainforest, but Bruce turns down the offer. Later, a charity event is held by Wayne Enterprises with special guests Batman and Robin in attendance. Ivy seduces them as well as several other men with herpheromone powder she blows at victims, until Freeze crashes the party and steals a diamond from the event. Freeze is captured by Batman and detained at Arkham Asylum, but flees with the help of Ivy and Bane after dealing with the guards who are guarding Freeze.
Ivy shuts off Nora's life support, and tells Freeze that Batman did it to convince Freeze into destroying Gotham. Meanwhile, Robin becomes smitten with Ivy and begins to rebel against Batman at Freeze's hideout. Ivy imprisons Robin when he does not give in to her charms and subdues Batman when he confronts her. Barbara – now a costumed crime-fighter calling herself Batgirl — arrives and defeats her. Batman, Robin, and Batgirl go after Freeze together. When they arrive at the observatory where Freeze and Bane are, Gotham is completely frozen from Freeze's ice ray. Robin and Batgirl confront Bane and defeat him, while Batman and Freeze fight, with Batman winning. Freeze destroys the observatory with a set of bombs Bane planted, but Batman escapes. Batgirl and Robin unfreeze Gotham by repositioning the observatory's satellites, which use their mirrors to reflect sunlight, in order to thaw Gotham from outer space.
Batman shows Freeze a recording of Ivy during her fight with Batgirl, in which she brags about killing Nora. Batman tells Freeze that his wife is not dead; she was restored and would be moved to Arkham, where he could complete his research. Batman asks Victor for the cure he created for the first stage of MacGregor's Syndrome for Alfred; the ex-scientist atones for his misdeeds by giving him the medicine he had developed.
Ivy is detained at Arkham with a vengeful Freeze as her cellmate. Alfred is eventually healed, and everyone agrees to let Barbara stay at the mansion.
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