Annette Bening Was Originally Cast As Catwoman In Tim Burton's Batman Returns

In the wake of Christopher Nolan's Dark Knight trilogy and Matt Reeves' "The Batman," we've all become accustomed to a serious and brooding take on the Dark Knight. But back in 1988, audiences generally still thought of Batman as Adam West's cartoonish, shark-fighting scamp. Once Warner Bros. gave​ Tim Burton free rein over the character in the late-'80s, however, things began to shift dramatically. Suddenly, the Caped Crusader was dark and brooding again and everyone seemed to pay attention.

1989's "Batman" was a mega-hit, smashing records with its $40 million opening weekend, grossing over $400 million worldwide, and even sparking some fierce legal battles due to its unprecedented success. It's no surprise that Warners handed Burton even more control when it came time for the sequel. "Batman Returns" was set to be similarly massive, and everyone was keen to get in on the action. Michael Keaton (still, the best Batman) was onboard to reprise the title role, flanked by Danny DeVito as The Penguin and Christopher Walken as the ruthless psychopath businessman Max Shreck. Naturally, plenty of big-name actresses were keen to throw their names in the hat for the role of Catwoman.

Sean Young, who was actually set to play Vicki Vale in "Batman" before she injured herself in a horse-riding accident, was perhaps the most conspicuously enthusiastic about playing the role. She famously showed up at Burton's office on the Warner Bros. lot dressed as Catwoman but the director wouldn't give her the time of day. It turned out to be a wise move, with Michelle Pfeiffer eventually being cast and turning in an outstanding performance. But as it turns out, the actress very nearly missed out on the whole project.

'I was completely obsessed with Catwoman'

Before she was vacuum-sealed into her Catwoman suit, Michelle Pfeiffer was wallowing having seemingly lost the role to another actress. As she told The Hollywood Reporter, "As a young girl, I was completely obsessed with Catwoman. When I heard that Tim [Burton] was making the film and Catwoman had already been cast, I was devastated." At the time, Annette Bening was set to star in the role and production was moving ahead with her on board. In fact, the Catwoman costume and mask had been fitted for Bening before she had to drop out due to getting pregnant.

Just as when Sean Young had to quit "Batman," Burton was faced with having to find a last-minute replacement for Bening. Luckily, Pfeiffer was extremely interested and claims she told Burton she would take the role having read only half the "Batman Returns" script. But far from being a second-rate stand-in, Pfeiffer exuded the exact energy Burton and his team was looking for. Producer Denise Di Novi recalled how, "Something just clicked where we thought 'she's perfect, she also could be Selina Kyle and Catwoman.'"

Once she'd been confirmed for the role, the actress threw herself into intense preparation, training with a whip and learning kickboxing. But as Di Novi pointed out, it was her adept portrayal of both the put-upon Selina Kyle and her sultry, tricksterish alter-ego that made her performance as memorable as it was. When combined with that dramatic, vacuum-sealed suit, Pfeiffer's Catwoman performance was destined to become iconic.

Pfeiffer's Catwoman remains the gold standard

Since "Batman Returns," a few actresses have tried bringing Catwoman to life — most recently, Zoë Kravitz in "The Batman," with her emotionally troubled yet confident energy fitting Matt Reeves' Batman-verse well. But for me, and I think many others, Michelle Pfeiffer's often unhinged version of Catwoman — the one that played Tic-tac-toe on a mugger's face and electrocuted her former boss to death with a deadly makeout session — remains untouchable. So much so, it's hard to imagine another actress ever being considered for the part.

At the time, Annette Bening had just turned in a strong performance as con artist Myra Langtry in the 1990 neo-noir "The Grifters," which showcased her talent for playing self-possessed antiheroines. But Pfeiffer just seemed to fit Catwoman, as Tim Burton himself noted:

"She was very impressive. Two things that impressed me extremely was when the cats were bringing her back to life. Her eye flutter and her eyes opening up, I still find that really chilling and amazing. And then, that moment where she put a live bird into her mouth and held it there for several seconds and then let it fly out. I don't know too many people that would do that. She did it several times."

Indeed, that was a real bird in Pfeiffer's mouth, which is just further proof of her dedication to the role. But unlike Sean Young's questionable dedication, Pfeiffer didn't let her love for the character get in the way of a nuanced performance. The result was a believable Selina Kyle and a believable Catwoman — at least within the context of Burton's Gotham. And while it would have been interesting to see what Bening did with the role, I'm glad she was taking care of her newborn and leaving the bird-eating to Pfeiffer.