Batman: Mask of the Phantasm

Batman: Mask of the Phantasm
Written by	Screenplay: Alan Burnett Paul Dini Martin Pasko Michael Reaves
Directed by	Eric Radomski Bruce Timm
Animation by	Dong Yang Animation Co., LTD., Spectrum Animation Co.
Air date(s)	December 25, 1993
Running time	76 min.

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Batman: Mask of the Phantasm was the first movie based on Batman: The Animated Series, released on December 25, 1993. It is also the first feature-length film of the DCAU, as well as the only one to receive a theatrical release.

Plot

The Phantasm attacks Chuckie Sol.

While Batman is busting an illicit counterfeiting operation, gangster Chuckie Sol attempts to make his getaway from a high-rise parking garage. He is suddenly confronted by a shadowy figure in a cape, which he assumes to be Batman. However, it is instead a different costumed figure, with a deep, echoing voice, a ghostly mask, and a vicious blade on the end of one arm. A frightened Sol tries to run down the new threat, but his target disappears in a cloud of smoke. Sol instead smashes through the wall of the parking structure and crashes into an adjoining building, dead on impact. Witnesses note Batman's arrival on the scene and most jump to the conclusion that he has finally let one of his normally non-lethal pursuits go too far.

Batman is still a mysterious and frightening figure to most of the public. Fueling the anti-Bat bias is councilman Arthur Reeves, a vocal opponent of Batman's methods and a major thorn in the side of Commissioner James Gordon. Reeves goes over Gordon's head to recruit police officers who share his distaste for Batman's activities.

Later, Reeves is contacted by his old friend, Andrea Beaumont, who is just arriving in Gotham City. He asks Andrea whether she is planning on looking up "old friend," Bruce Wayne. Dropping the in-flight magazine which she had been nostalgically looking at, she dismissively calls the relationship "ancient history", but a flashback tells otherwise...

A young Bruce meets Andrea.

While visiting his parents' grave, a young Bruce Wayne overhears a younger Andrea visiting her mother's, talking to her as though she is still alive. The two strike up a conversation and sparks immediately fly.

Bruce has spent the last fifteen years of his life training himself to fight injustice and is now very close to beginning the fight. That night, he dons a ski mask and confronts a group of thieves hijacking a truck of goods. When he yells at them to surrender, they just attack him. Bruce's martial arts training and advanced equipment make short work of the thugs, and he is elated to see that his training has paid off. Then the remaining thug starts up the truck, and a simple job becomes a high-speed chase on the highway, ending in a crash that nearly kills Bruce and his quarry.

The next morning, Bruce is recuperating and relentlessly practicing his jiu-jitsu on the lawn. He tells Alfred that "The Plan" has gotten off to a good start, but he needs a way of striking fear into his enemies. Andrea visits, tired of waiting for Bruce to call. To his surprise, she shows him a few moves of her own, and they end up in a tangle on the ground. Laughing, he kisses her, and Alfred turns away discreetly...

Gangster Buzz Bronski, an old associate of Chuckie Sol's, visits his grave at night and drops a desultory wreath by the headstone. However, Bronski is then confronted by the same mysterious figure and chased through the graveyard, yelling for his bodyguards. Bronski falls into an open grave, and the statue above it is tipped inside, crushing him to death. His bodyguards arrive to see his remains and a figure in a cape disappearing over the next rise, leading them to believe that the figure is Batman and he has killed Buzz.

The next day, headlines confirm eyewitness accounts that Batman has turned to killing. Reeves then demands to have him captured, but Commissioner Gordon, knowing that Batman would never commit murder, tells Reeves that he will have no part in his crusade to catch him. Reeves orchestrates a trap with the police for Batman using the Bat-signal, but Batman, who had been listening to Reeves and Gordon's argument, does not turn up, much to Reeves' amusement, as this further fuels his belief of Batman's guilt.

Batman visits his parents' grave.

Batman investigates the spot where Bronski was murdered but then takes a brief moment to visit his parents' grave. Just then, he overhears a familiar voice and turns a corner to find Andrea, speaking at her mother's grave. She turns around, just as shocked as Batman is. He runs off, but Andrea notices the grave he was standing near. She realizes who the man behind the cowl truly is.

While spying on Reeves and Andrea having dinner, Batman has another flashback:

Bruce and Andrea have been dating for a while now and tour the Gotham World's Fair together. Afterward, Andrea takes him to meet her father, Carl Beaumont, a high-powered Gotham businessman (Bruce also meets a young Reeves, a hotshot lawyer in Beaumont's company). Bruce receives Carl's stamp of approval, but their meeting is crashed by shady mobster Salvatore Valestra. Excusing themselves, Bruce and Andrea see a street merchant being harassed by a motorcycle gang. Bruce tells Andrea to stay put and leaps into the fray. With his training, he easily knocks out two of the gang, but, catching sight of Andrea's terrified expression, he becomes distracted for a crucial second, and takes a blow to the chest that knocks him to the ground, allowing the gang to escape with the merchant's money box.

"I need it to be different now."

That evening, Bruce paces Wayne Manor in agitation: he has realized that he must choose between Andrea or his vow to fight crime. During a rainstorm, he goes to his parents' grave, and begs to be released from his vow: when he made it, he never expected that he could find happiness with someone else. No answers come from his parents' tomb, but Andrea, who knows him very well by now, appears next to him and gives him the answer he needs.

Valestra, now old and failing in health, panics on seeing the headlines about Sol and Bronski's murders, and meets Reeves in private, asking him to confirm if Batman is hitting "our people". Reeves does confirm it, but hastily excuses himself, feeling he doesn't need Valestra anymore.

While investigating possible connections between Sol and Bronski, Batman finds that they were partners in several joint ventures - Adam's Tool and Die, the O'Neil Funding Corp. and Puckett & Peterson - all dummy corporations run by Valestra. Finding his past resurfacing, Batman examines old photos of the three gangsters, one of which includes Carl Beaumont.

On the cliff overlooking the sea behind Wayne Manor, Bruce proposes to Andrea. She is astonished—she never really believed that Bruce would choose her over "The Plan", but Bruce declares that whatever plan he has for his life, she is now part of it. They embrace and kiss, but are interrupted by a swarm of bats erupting from a hole in the ground.

Bruce drops Andrea off at her home, where she notices other cars parked outside. It appears odd as her father usually wouldn't see clients this late. She goes inside to tell her father the good news. Bruce and Valestra's "chauffeur", standing watch outside, catch a quick glimpse of each other before he leaves.

The next morning, Bruce climbs up from exploring the cave under the Manor, which is much more extensive than he'd thought. Alfred is waiting, and regretfully gives Bruce a message: Andrea, returning his ring, saying she has to leave and telling him to forget her.

Bruce dons the cowl for the first time.

Heartbroken, and having nothing left to hold him back, Bruce throws himself back into "The Plan". He adopts a new, terrifying appearance as "Batman". As Bruce dons the mask of Batman for the first time, Alfred serves as the only witness to this transformation and remarks in both terror and astonishment, "My God!". Thus, Batman's war on crime truly begins.

Joker assures Valestra that he'll take care of everything...

Seeing no other choice, Valestra goes alone to meet The Joker, with whom he has some past history. Valestra offers to hire him to kill Batman. Joker appears not to be interested, but Valestra angrily grabs Joker and reminds him that "his hands are just as dirty" as theirs, and that Batman will surely come for him next. Joker loses his temper briefly, then laughs, assuring Valestra that no one will ever hurt him...

Batman confronts Andrea in her hotel room, demanding to know what she knows about the gangster murders. She claims ignorance, then coldly orders him out. But as soon as he's gone, she collapses onto her bed, sobbing uncontrollably.

Later that night, the shadowy vigilante enters Valestra's mansion to execute him, only to find he is too late: Valestra has been poisoned by Joker venom. Sitting on his lap is a surveillance camera and a radio from which comes Joker's voice. Sheepishly, he admits that he messed up, and the killer isn't Batman after all. Realizing the danger, the vigilante leaps from the building's window just as the package in Valestra's lap explodes.

Batman pursued by the police.

Batman confronts the vigilante, chasing him across several rooftops, but is then confronted by a police task force with orders to arrest him. As the vigilante vanishes in a cloud of smoke, Batman flees and is pursued into a construction site by a tactical squad under Harvey Bullock's command. Seeing Batman above, one over-eager officer empties his submachine gun at the building, hitting a propane tank and igniting an explosion that knocks Batman senseless. He is forced to buy time by removing his cape and cowl and sending them flying up toward the police helicopter, distracting the task force while he escapes to the ground floor. Now unmasked, and severely dazed by the explosion, he stumbles to the end of an alley, with the police right behind him, and no means of escape until Andrea appears in her car and tells him to get in. Bruce jumps in and she speeds away, leaving the police behind.

At Wayne Manor, Andrea tells him what really happened the last night they saw each other...

Andrea returned home to tell her father the good news of Bruce proposing to her, only to find him in the clutches of three mobsters: Sol, Bronski, and Valestra. Carl had been doing business with them for some time, but now they've discovered that he's been embezzling, and must pay them back, one way or the other. Carl begs for one more chance, saying that he can return their money no later than the next day. Valestra agrees, warning him that if he doesn't get the money by then, he will kill him. As soon as they are gone, Carl tells Andrea they must get to the airport immediately. The money will actually take weeks to acquire due to it being tied up in investments, and Valestra won't wait. Andrea pleads that she and Bruce have just become engaged, but Carl tells her that he just used up the last shred of pity Valestra has and if he doesn't pay him back in 24 hours, Valestra will find them and kill them both. Anguished, Andrea asks why her father has ruined both their lives, and Carl swears that somehow they will be free of Valestra and his men, whatever it takes...

Andrea fills in the rest of the story: she and Carl fled Gotham and hid all over Europe, eventually settling on the Mediterranean coast where Carl parlayed the embezzled money into a fortune. He was able to pay back Valestra and his associates what he owed them, but because Carl failed to meet the original deadline and skipped town on them, they wanted "interest compounded in blood".

Bruce reaches the obvious conclusion: Carl had to find another way to rid himself and Andrea of the mobsters, so he has been hunting them down, one by one. Realizing that Andrea had no choice but to leave him, he remembers his love for her, and the two spend the night together.

The next morning, Bruce and Andrea agree to try and make their relationship work, despite Bruce's coming showdown with Carl. He then sees her off. Despite Alfred's enthusiasm for his master, Bruce is unsure whether he can still make the same choice he made ten years before, despite admitting he still loves Andrea. But while he is looking over the photo of Carl Beaumont and the three gangsters, he realizes something: Valestra's chauffeur, standing in the background, is actually the Joker before his transformation, likely making him the killer's next target.

The Joker gets to Reeves.

In his office, Reeves fumes about the police's failure to catch Batman. He is suddenly confronted in secret by the Joker, who reveals that he's seen the real killer, describing him as looking "more like the Ghost of Christmas Future" and reminds Reeves about his own history with the mobsters. Joker now has his own pet theory: Reeves has hired the mysterious vigilante to eliminate the witnesses to his dealings with Valestra and his gang, which means that Joker himself is next on Reeves' list. Flustered, Reeves denies it, but then Andrea telephones his office to cancel their lunch date. Needing no further proof, Joker stabs Reeves with a needle, injecting him with a slow-acting version of his Joker toxin.

Reeves is rushed to the hospital, laughing hysterically. A doctor sedates him, warning him that he must stay calm to let the toxin run its course. But as soon as he is alone, Batman confronts him, demanding to know what the Joker wanted. Reeves confesses: Beaumont enlisted his help in getting himself and Andrea out of town, and he kept in touch with him. Later, when Reeves was running for the office of city councilman for the first time, he started to run out of money and he tried to ask Beaumont for help, but he refused. In his desperation, Reeves sold Beaumont's whereabouts to the mob, being told that they just wanted their embezzled money returned, not knowing they wanted Beaumont dead. Remembering it all causes Reeves to start laughing all over again as Batman leaves in disgust, and the doctors rush in to try and settle him down.

Realizing the truth, Batman rushes to Andrea's hotel room to confront her, but she is gone. Then the Joker calls the room, telling her he's sending her a gift. Batman looks out the window to see a toy plane flying towards the room, carrying a bomb. He manages to detonate it before it gets inside but remembers where he once saw a toy plane like that.

Outside the Joker's hideout, in the ruins of the World of the Future Fair, Andrea remembers what brought her to this point:

Andrea returns home from grocery shopping, to see Valestra's chauffeur emerging from the house. Frightened and worried, she anxiously told him that her father already paid Valestra, but he just silently walks past her. She rushes inside and screams in agony upon finding her father dead while the chauffeur takes advantage of the moment to pick an apple out of Andrea's dropped grocery bag and eat it.

Inside his hideout, the Joker is confronted by the killer while eating bologna sliced by his cooking animatronic Hazel, but he's already managed to deduce the vigilante's identity as Andrea herself, and the two fight. Andrea appears to have the upper hand, until the Joker escapes and lures her into the path of a gigantic aircraft engine, which sucks her off her feet and nearly kills her until Batman arrives in a Batcycle and crashes it into the engine rotors, destroying it, much to the Joker's annoyance.

"But Andi, what will vengeance solve?"

Batman confronts Andrea: he now knows her father is dead, and she has been killing his tormentors, one by one in revenge for killing him. She actually arrived in Gotham earlier to kill Chuckie Sol and used her late father as a scapegoat if necessary. Andrea says she has nothing left except her revenge on the men who ruined their lives. Batman pleads with her to leave and let him apprehend Joker his way.

Elsewhere, Joker starts a countdown to blow up the entire complex. Batman's pursuit of Joker takes him through the old exhibitions, and Joker distracts him with a set of booby traps, long enough to don a jetpack and fly into the sky. Batman manages to jump onto his back and yank him off course, causing them both to crash and leaving them exhausted, with Batman even admitting he's willing to risk dying with the Joker if it means stopping him from escaping.

Then, Andrea reappears and grabs hold of Joker. Batman pleads with her to run as the fairground is wired to explode, but she refuses and bids him goodbye. The bombs explode, and the entire complex begins to burn. The Joker laughs maniacally as Andrea disappears with him in a cloud of smoke. The ground underneath Batman collapses, and he falls into a sewer line, which carries him away from the inferno.

Bruce finds the locket Andrea left to remember her by.

In the Batcave, Bruce laments that he was unable to save Andrea. Sadly, Alfred tells him that Andrea was beyond redemption. Then Bruce notices a glint in the distance and finds a locket that belonged to Andrea wedged in a nook in the cave wall: inside is a picture of her and Bruce. Desolate, Bruce realizes that she must still be alive, but is once again lost to him, now and forever.

On a cruise ship out at sea, one of the passenger's notices Andrea standing alone at the rail. He starts to introduce himself, but notices her rather a cold greeting, and mourning veil. She wishes to be left alone.

Batman stands on a rooftop overlooking the city, as he has done countless times before. Whether by fate or by design, it seems he cannot escape his purpose. Seeing the Bat-signal light up the sky again, he throws off his reverie and swings off into the night.

Continuity

• Although the present-day storyline takes place, following, "The Cape and Cowl Conspiracy" as the film features the Bat-signal, the flashback segments serve as Batman's origin story in the DC Animated Universe.
• The Phantasm wouldn't reappear in DCAU continuity until the Justice League Unlimited episode "Epilogue", in which Amanda Waller tells the tale of an agent she hired to kill the parents of young Terry McGinnis. Though the assassin is never named, the silent depiction of the event clearly shows the Phantasm stalking the family. However, a visibly aged Andrea Beaumont refuses to complete the assignment citing Batman's refusal to resort to murder to achieve his goals and how doing so would dishonor what he stood for.
• During the flashback, at the World of the Future Fair, Andrea asks Bruce if he thinks that they will live to be able to see all the wonders of the future, foreshadowing the events of Batman Beyond.
• During a flashback, Bruce sees a model car at the Gotham City's World of the Future Fair that resembles the future Batmobile. It's likely that he got this inspiration to later help Earl Cooper design the Batmobile as seen in the Batman: The Animated Series episode "The Mechanic".
• In The New Batman Adventures episode "Beware the Creeper", a TV special on the Joker shows him in an image during his earlier career with the Valestra mob. The image almost resembles the photo Batman finds of Carl Beaumont with the gangsters.
• Joker's next appearance was in the Batman: The Animated Series episode "Trial". However, the explanation of his survival to the Phantasm's wrath was left unknown onscreen (see Trivia).
• Batman was previously framed by a crime that he didn't commit in the Batman: The Animated Series episode "On Leather Wings".

Background information

Home video releases

• Batman: Mask of the Phantasm (VHS)
• Batman: Mask of the Phantasm (Laserdisc)
• Batman: Mask of the Phantasm (Mini-DVD)
• Batman: Mask of the Phantasm (DVD)
• Batman & Mr. Freeze: SubZero/Batman: Mask of the Phantasm (Double Feature) (DVD)
• Batman: Mask of the Phantasm (Blu-ray)
• Batman: The Complete Animated Series (Blu-ray)

Production notes

• Jean MacCurdy has stated that the idea to do a straight-to-video movie for Batman: The Animated Series was born out of conversations reportedly responding to the success of Tiny Toon Adventures: How I Spent My Vacation."We were thinking about what would be a good way to continue the series and into what other forms we could take it. The made-to-video movie was the answer." According to Paul Dini, when the execs finally approached the animated series crew "the edict from the higher-ups at Warner Bros. was to make a Batman movie that a parent would feel good about renting for their kid. Not necessarily something that's gonna be cute and whimsical, but something that's not going to be grotesque and offensive."
• "There was a while where we were all writing ideas for the movie", said Paul Dini. "And we ultimately went with this idea that Alan came up with." One of these became the episode "Trial". Another unused concept eventually became the first 2 issues of Batman & Robin Adventures.
  • When discussing the potential story choices, Alan Burnett has stated "I wasn't interested in hardware or doing a lineup of the Rogues' Gallery, with each villain having his or her big scene. I was interested in doing a big story about Bruce Wayne. We hadn't really done a strong love story with Bruce in all of the 65 episodes we'd done, and that's what I wanted to tackle."
• Breaking down the writing process, Paul Dini has attributed Alan Burnett with the overall story. "He also wrote the very beginning and very end. He set up the plot, but when it came to the script Marty Pasko set up some of the flashback segments and I wrote most of the middle, which deals with the Joker. I also did some of the flashbacks and the heavy romance stuff. Michael Reaves rounded it out by adding the finale and other flashback elements." Additionally, Reaves commented that he was a part of the brainstorming process, and that after hearing Burnett's idea for a more personal love story, he "suggested that we tell the story about the one woman for whom Bruce would have given it all up. [Burnett] sparked to that and we laid out the basics right there."
  • Dini noted that this writing process led to minor instances of writers stepping on each other's toes. "When you work in a situation like this, there will be favorite expressions, dialogue, or action that will have to get trimmed. So there is a little bit of bruised egos here and there, but everybody tries to be big about it. There was never anything like screaming fights where people are lunging for each other's throats because we did have an overall vision of the movie."
  • According to Alan Burnett, the only page of script that was never revised was Martin Pasko's scene of Bruce Wayne pleading with his parents' grave.
• During early development, the film was going to be called Batman: Masks. It was, however, changed to Batman: Mask of the Phantasm during production.
• Although Alan Burnett intended to tell a story far removed from the television show's regular rogue's gallery, the Joker was placed cautiously in the story at the behest of Warner Bros., who liked the Phantasm character, but wanted the film to have a villain threat that everybody knows. However, according to Paul Dini, the Joker was always part of the story, but to feature the Joker as a solo threat, Bruce Timm and Burnett convinced Dini to not bring back Harley Quinn for that reason, a technique used previously in the Batman: The Animated Series episodes "Joker's Wild" and "The Strange Secret of Bruce Wayne".
• When Burnett turned in the final script in November 1992, he was asked to give a pitch for it as a theatrical release. According to Dini, "the Warner Bros. feature executives read the script and saw the art and liked it very much". Given that Warner had been looking to get into the animated feature film business, "they decided 'Well, let's spend a little more time and money on it, make it a theatrical release and see how it does." Timm remarked "I don't think anybody higher up actually read it until late in production and then said 'Hey, wait a minute. This is really good.'" Elsewhere, Jean MacCurdy recalled the reaction to the meeting, "Everyone got quite excited about it. It was a terrific script. We realized we have quite a wide following and the show is not a kid's show by any means. It's a show that appeals to a very broad group of people, and it probably could work as a feature release. They did some brief market testing on it to see if people would be interested in seeing an animated feature of Batman, and the answer was yes." The decision to release the film theatrically was made months later in February 1993.
• Dan Riba, Frank Paur, and Kevin Altieri had their directorial duties split by location, whereas Boyd Kirkland was assigned all of the flashback sequences. "There is a lot of drama set up in the flashback sequence, and Boyd was the guy we wanted to handle it," said Eric Radomski. Elsewhere, Bruce Timm expanded "Boyd Kirkland is really good with acting, in terms of the dramatic scenes. So we gave him, along with Frank Paur, basically all of the stuff with the flashback sequences. Kevin Altieri really has a flair for taking action set pieces that are okay in the script and coming up with these weird ideas that make them really better. So we gave Kevin the big action scene in the end. All that stuff wasn't even in the script. Kevin was like 'Oh, no! I could do something better than that!' Dan Riba did linking segments in between flashbacks and the action sequences. And I boarded and directed the beginning and end sequences just to keep my hand in it."
• Kevin Altieri boarded the majority of the climax. The vigilante sequence was boarded by Butch Lukic.
• Not yet knowing that the film would receive a theatrical release, Timm and Radomski made extreme cuts to the storyboards, and personally re-boarded some sequences to fit a video budget.
• Since the film went into production shortly after the script was turned in, Eric Radomski has stated visuals needed to be "re-jiggered to accommodate widescreen theatrical aspect ratio."
• Backgrounds were made to be much larger than they were on the TV show. "We were able to cheat a lot on the TV show," said Radomski. "When we added texture to a building, it was just a bunch of paint splatter. So, for the feature we've tried to pay closer attention to the background styling--to really finesse the paintings. We're working with larger paintings to get more fine-tuning to the backgrounds so it holds up on the big screen."
• The CGI Gotham City utilized in the film, programmed by Alan Brown, was the result of the budget increase that came along with re-tooling this movie from the straight-to-video market to a theatrical release. "We picked the best buildings from the last 65 episodes rendered by the crew's background artists (Russel Chong and Steve Butz) and set them in place throughout the motion path," explained Brown. "After two-months' work we rendered the sequence directly to 35mm film in about 50 hours with 64 processors."
  • However, Alan Burnett has stated that the CGI city was in production before the budget increase, possibly even before the film itself, and was actually what got the execs saying, "we should make a movie out of this."
• On the voice recording session, Andrea Romano had said the recording session was initially done "right before Christmas, the timing was both good and bad. Some people were on vacation, and said yes. Others who we really wanted were not available because they were out of town."
• Andrea Romano cast Hart Bochner as councilman Arthur Reeves specifically because his father voiced Hamilton Hill in the series.
• Knowing that there would be a CD soundtrack release during the holiday season, Shirley Walker put out a call for musicians as early as August of 1993. "I was very excited, I beat all the composers who have Christmas films to score!" She began recording the score in October with two orchestras: "A-Orchestra" of 110 musicians, and "B-Orchestra" with an additional 80 players as well as a twenty-five-voice chorale.
  • The chorale is singing the names "Timm" "Radomski" "Burnett" and those of a few of the show's composers chanted backwards.
  • Hans Zimmer was one of the session players in Shirley Walker's orchestra. "With Shirley I have this deal, whenever she does something I become her session player.
• The series regular sound effects crew at Soundcastle didn't have the manpower necessary to work on the film, so a regular feature film sound crew was brought in.
• The film was produced under extreme crunch, having roughly eight months between start and finish (most animated features take well over two years from finished story to final picture). "I don't want to set a precedent that a film of this quality could be done in this amount of time. It's not fair to us or to the product," said Eric Radomski. "You put a studio through the wringer." Boyd Kirkland added "I would have liked it to have been something we had done that was designed as a theatrical release, with much more lead time. The decision to release it theatrically was made too late in production." Eventually, Bruce Timm stepped in for a heated pep-talk with the crew. "I basically had to call the entire storyboard crew into a meeting and kick their butts. We kept telling everybody, 'This has got to be better than the TV show.' And the stuff that they were doing wasn't even as good as the TV show. Their first boards just didn't have a feature film quality. It didn't have a larger-than-life aspect. Almost everything was shot with medium close-ups. There was no feeling of scale. So they were all really depressed after I chewed them out. They got better. It's probably some of the best storyboard work they've done." As Radomski recalls "They realized they could ask for more elaborate camera moves and effects than they could on the show, and they started making this stuff even better than we had originally expected."
  • Because of the rushed production, layouts weren't checked and okayed prior to animation, leading to disappointment in the first set that came in "It was obvious they didn't stick to our boards," said Timm. "The boards were practically tight enough to be layouts. We knew this was going to be theatrical quality, so we even took an extra precaution of shadowing the whole board because we wanted to make sure the shadows were going to be in the right place on the characters. When it came back, they had changed things quite drastically. We were very disappointed and surprised. It was a case where they wanted to feel creatively involved in the process. We're calling for a million retakes from Spectrum on it, but the schedule doesn't change, so they just have three times as much work to do in the same period of time."
  • The crunch left the crew in panic mode when it came to putting on the finishing touches. Between theatrical and video release, the movie was re-fined with "a thousand feet" of retakes.
  • Bruce Timm has stated that everything up to through storyboard stages was done in four or five months.
• According to Eric Radomski, only two changes were needed for the film to keep a PG rating, both of them being sound effects. Originally, the tombstone that fell on Buzz Bronski was felt to be "too crunchy[...] They didn't want to hear all of the bones crunching." The second sound was later in the movie when Joker hits Andrea Beaumont in the face repeatedly. "They wanted those punches toned down--not animation-wise, but sound wise, because they were crunchy. Kevin Altieri also had to remove a shot of Batman stabbed in the shoulder before the film was sent to the ratings board.
• The film's theatrical poster was created by Todd Winter.
• The cast and crew have cited multiple inspirations that helped shape this film:
  • The flashback sequence with Bruce Wayne donning black leather and a mask to go out and fight crime is directly inspired by Frank Miller and David Mazzucchelli's Batman: Year One.
  • When storyboarding the movie, Dan Riba drew inspiration from "2001: A Space Odyssey" for the scene where Batman watches Andrea and Arthur have dinner.
  • The World of the Future Fair is inspired by both the 1939 and 1964 New York World's Fair. Paul Dini had wanted to use the abandoned fairgrounds of the 1964 fair as a setting since 1990, when he and Bruce Timm drove past it's "sad and decrepit remains" on a trip to New York. "We thought 'Let's do the World's Fair,' where the focus was on mankind and technology working together to make a bright, glorious future," noted Dini. "It plays on the idea of the lie of the future as seen in our own lifetime, from the early '60s. One of our indignities I go through every now and then is 'Where the hell is my jet pack? I still have to drive to work?' None of that came true. That sort of parallels what happens to Bruce and Andrea, they're looking ahead towards the future in this golden paradise that's going to be Gotham City, and the happiness they'll know together as a couple. And sadly, none of it comes true. The future just didn't work out like anybody planned."
  • The Gotham World's Fair's rocket and planet centerpiece deliberately echoes the 1939 New York World's Fair's trylon and perisphere.
• The blade was the final addition to the costume, requested by Alan Burnett.

Some of Bruce Timm's original designs for the Phantasm.

• Andrea Beaumont was named after Andrea Romano due to an on-going gag Kevin Conroy would pull in the recording booth. "One of the earlier things I did was during a fight scene: [grunts] 'Unh! Unh! Uhhhh! Unh! [followed by a sigh] -- Oooooooh Andrea.' Everyone was just destroyed, and we had to stop for five minutes. The booth, the producers, everyone just lost it because it did sound like the kind of sounds you would make doing something other than fighting. Andra loved it. Every week, during an episode, I would find a different place to put Andrea's name in. [...] She said she had an outtake reel she put together that she was taking home with her. So, in the film, what do they name the girl friend? Andrea."
  • According to storyboard artist Brad Rader, Andrea Beaumont is visually based on actress Lauren Bacall.
• Because it was a feature film, the movie featured some content that could not have been shown in the original series. These include:
  • Batman throws punches directly at an opponent's face and said punches being shown impacting, such as with Chuckie Sol's goon in the opening fight scene.
  • The deliberate murders (though they are performed off-screen) of Chuckie Sol, Buzz Bronski, and Salvatore Valestra (the first actual fatality caused by Joker gas, as well as his corpse being shown).
  • Characters such as Valestra and the pre-transformed Joker smoking.
  • When Reeves mocks him, Bruce gives him back his handkerchief and says he knows where he can "stick" it.
  • Andrea kneeing Joker in the groin during the fight in his hideout.
  • Batman is bleeding after getting caught in an explosion at the construction site during his escape from the Gotham police.
  • Batman kicks Joker in the face, hard enough to bloody his nose and knock out one of his teeth.
  • Batman's arm is knifed by the propeller of Joker's toy plane, causing a small spray of blood. Though, originally this was more graphic. According to Eric Radomski, "Blood squirted out of his arm, and when it flew out, it made a web-like shape, so it hung up in the air a little while, and they thought 'well that's too much.' We agreed."
  • Batman and Joker both bleeding after crashing into the giant globe at the fairgrounds.
• While Robin's absence is explained in the novelization of the movie that Dick is preoccupied with college, Paul Dini has stated his absence was because "This is Bruce's story. It's more of him coming to terms with his past and what he has become in the present."
• The production team were excited for their film to open in 1,500 theaters across the country, but to their disappointment, it wasn't advertised or promoted as a "real" movie, and didn't even show during the evening. However, once it came to video, the movie was very well-reviewed, with Gene Siskel of Siskel & Ebert going as far to say they "made a big mistake" not reviewing it during the theatrical run. Praising the film for being "really smart", "beautifully drawn", and "intricately plotted", he ranked the film right below Tim Burton's Batman and expressed interest in Warner Bros. Animation letting the crew do another. Upon release on home media, the video found a wider audience and gained a cult following. Given this favorable reception, Bruce Timm expressed some remorse that they had not tried to market the film more aggressively before the theatrical release.
• In the film's original script, there was going to be a subplot in which a photojournalist named Burton Earny was to take a photograph of the Phantasm after killing Chuckie Sol, exonerating Batman of being suspect of the murders of Sol and the other core members of the Valestra mob. While Earny's subplot was ultimately cut from the finished version of the film, Earny still appears at the end aboard the cruise ship as the man who meets Andrea on the deck.

Production inconsistencies

• During the flashback of Bruce's first crime-fighting job, the ski mask covering his face also covers his mouth when he kicks one of the thugs.
• During the flashback of Bruce and Andrea beginning their relationship, she is wearing a sleeveless dress. However, sleeves appear on it when Bruce trips her.
• Valestra's silver waistcoat disappears when Joker shoves him into the roller coaster, and then again when Joker says, "Don't touch me, old man! I don't know where you've been".
• When Batman first sees the photo of Carl Beaumont and the gangsters, Beaumont is looking directly at the camera. However, when he later identifies the Joker in the photo, Beaumont is looking off to the side.
• When Batman shows Andrea the picture of her father and the gangsters, his hand holding the picture is missing its glove, but in the next close-up shot, the glove is back on his hand.
• During the flashback sequences of the film, Bruce is seen practicing a fighting style which, according to him, is Jui-Jitsu. However, Bruce's fighting style and movements were in reality Taekwondo. The movement that Andrea performed to him, however, was Jiu-Jitsu.
• After Batman leaves Andrea's hotel room, she drops her glass of wine. However, it doesn't break when it hits the ground, even though there is a sound of glass shattering.
• Unlike in the series, Batman does not wear a helmet over his cowl while riding the Batcycle in the movie.
• Andrea rescues Bruce before he is captured, and they rush safely back to Wayne Manor. However, the police should still be able to catch them, as helicopters would follow them from above and radio which direction they're headed. Also, the officers who saw them speed away would still follow them in police cruisers and inform additional units to be on the lookout for an escaping convertible. Likewise, it seems strange how the Gotham police never seem to act this aggressively in capturing more dangerous criminals as they are with Batman in the movie.
• When Reeves is in the hospital, the door is left halfway open when he is alone. However, right when Batman enters through the window, the door is closed.
• The grave of Bruce's parents looks completely different than how it was seen in the Batman: The Animated Series episode "Nothing to Fear".

Trivia

• According to Eric Radomski, this movie is the first time Bruce Wayne "gets laid".
• To coincide with the film, a 1993 episode of HBO First Look, entitled "Behind the Mask: The Making of Batman: Mask of the Phantasm", interviewed the cast and crew (including Batman's co-creator Bob Kane).
• The building worn by the Joker in the miniature city battle is the Chrysler Building.
• A line of Batman: Mask of the Phantasm trading cards from Topps drawn by the show artists were planned, but never materialized.
• The fate of the Joker is left unrevealed in the movie, but The Batman & Robin Adventures Annual tie-in comic expanding on the movie's events provides an explanation: Andrea drags him into the sewer below and they fight for a while until she decides not to kill him, seeing that he is no longer her father's killer but rather a raging lunatic with no sense of right or wrong, following which an explosion from above separates them and knocks Joker into the water, where he is carried away by the current.
• Shirley Walker initially wasn't a fan of the song from the closing credits. "Although I did come to like that song, I had to hear it so many times.
• The film's plot, especially the flashback sequence of Bruce Wayne's first night as a crime fighter, very much resembles a scrapped Batman: The Animated Series episode written by Michael Reaves, entitled "Vigil", in which Bruce would have remembered his early days as Batman.
• The song playing in the World of the Future Fair, “Welcome to the Future,” is similar to "There's a Great Big Beautiful Tomorrow" which played in the Disney/General Electric sponsored "Progressland".
• The name "Phantasm" is not used in any way, shape, or form within the context of the storyline. Without the title and credits of the movie, Andrea Beaumont's alter-ego would be practically nameless.
• Chuckie Sol's line when he tries to run over the Phantasm, "This time I've got you, you lousy stinking..." is almost exactly what was said by Tony Zucco in the Batman: The Animated Series episode "Robin's Reckoning", in which he almost runs Batman over, "Now I've got you, you lousy stinking...".
• The Joker's line when he is offered a lot of money by Salvatore Valestra to take out Batman, "What do I look like, pest control" is the same line that was said by Dr. March to Bruce Wayne in the episode "On Leather Wings".
• Dana Delany was a good friend of Arleen Sorkin, and she was the one who recommended Delany to Paul Dini and the other producers of the film to voice Andrea Beaumont.
• Dana Delany delivered the line "He laughs!" similarly in the western film Tombstone (also released in 1993).
• Despite his significant role in the animated series, Commissioner Gordon only appears twice in the feature film.
• One of the thugs in the semi-truck heist is named "Radomski", shown in the newspaper where he claims to be innocent. This is an homage to Eric Radomski.
• Stacy Keach voices both Carl Beaumont and the Phantasm, encouraging the red herring belief that they are the same person. This type of red herring was used again in Batman Beyond: Return of the Joker when Mark Hamill voiced Jordan Pryce (the prime suspect for the new Joker).
• A model building in the background of the amusement park when Batman is looking for Joker has the Warner Bros. logo on it.
• When a toy line of the film was released by Kenner, an action figure of the Phantasm was packaged unmasked, which gave away the mystery of the Phantasm's identity.
• Burton Earny's name (who's subplot was cut from the film; see production notes) appears to be a reference to Bert and Ernie, two characters from the popular children's television show Sesame Street.
• The film is adapted in the 2018 game Lego DC Super-Villains, which features a level based on the "Gotham World's Fair" from the film, along with the film's designs of Batman, the Joker, and the Phantasm as playable characters. Due to the co-op nature of the game, Batman and the Phantasm fight Joker (plus Captain Clown) side-by-side in this level instead of separately as in the film.
• This was the only animated Batman movie that was released in theaters, until Batman: The Killing Joke was released in July 2016; it was subsequently followed by Adam West's Batman: Return of the Caped Crusaders in October 2016 and The Lego Batman Movie in February 2017.

Cast

Actor	Role
Kevin Conroy	Batman/Bruce Wayne
Dana Delany	Andrea Beaumont
Hart Bochner	Arthur Reeves
Stacy Keach	Phantasm and Carl Beaumont
Abe Vigoda	Salvatore Valestra
Dick Miller	Chuckie Sol
John P. Ryan	Buzz Bronski
Efrem Zimbalist, Jr.	Alfred
Bob Hastings	Commissioner Gordon
Robert Costanzo	Detective Bullock
Mark Hamill	The Joker
Jane Downs	Additional Voices
Pat Musick	Announcer, Additional Voices
Vernee Watson-Johnson	Party guest, Additional Voices
Ed Gilbert	Jake and Dougan, Dispatch, Additional Voices
Peter Renaday	Doctor, Additional Voices
Jeff Bennett	Laughing biker thug, Helicopter cop, Additional Voices
Charles Howerton	Thug, Additional Voices
Thom Pinto	Additional Voices
Marilu Henner	Additional Voices
Neil Ross	Biker thug, Additional Voices
Arleen Sorkin	Bambi (uncredited)

Uncredited appearances

• Jonesy
• Palmer
• Skaz
• Virginia
• Victoria Beaumont ^{(Mentioned Only)}

Quotes

Phantasm: Chuckie Sol... Chuckie Sol: Batman! How'd you get here? (He shoots at the Phantasm's chest, without effect) Phantasm: Your Angel of Death awaits... Chuckie Sol: You ain't the Bat! Who...who are you? What do you want? Phantasm: I want you, Chuckie boy.

Reeves: (on the television) What kind of city are we running when we depend on the support of a potential madman? Alfred: (shuts the television off) Such rot, sir. Why, you're the very model of sanity. Oh, by the way, I pressed your tights and put away your exploding gas balls. Bruce: Thank you, Alfred.

Bruce: Thanks for the handkerchief, Arthur. You know where you can stick it.

Andrea: Hi. Hey, what happened to you? Trip over some loose cash? It's been three days since we met and still no calls. I figured you must be dead or something. Bruce: You expect every guy you meet to call you up? Andrea: The ones who are smart enough to dial a phone.

(At Chuckie Sol's grave) Buzz Bronski: Chuckie, Chuckie...(drops a wreath on the grave, tipping over a vase of flowers left there earlier) You always were a loser.

Reeves: What do you mean, you won't?! You have to go after him! Commissioner Gordon: He didn't do it! It's garbage, Mr. Reeves! The Batman does not kill. Period! You want him, you get him! I'll have no part of it.

Bruce: What the heck am I doing, Alfred? This isn't part of the Plan! I must be going nuts! Alfred: If I may make so bold, Master Bruce, I'd say quite the reverse.

(At his parents' grave) Bruce: It doesn't mean I don't care anymore. I don't want to let you down, honest, but...but it just doesn't hurt so bad anymore. You can understand that, can't you? Look, I can give money to the city they can hire more cops. Let someone else take the risk, but it's different now. Please...I need it to be different now. I know I made a promise, but I didn't see this coming. I didn't count on being happy. Please...tell me that it's okay. (Andrea appears) Andrea: Maybe they already have. Maybe they sent me.

Batman: Sal's having company tonight. Don't wait up. Alfred: (Teasing) Meaning, I trust, that once you're done with him, you'll be seeing her? Batman: (Irate) You think you know everything about me, don't you? Alfred: I diapered your bottom, I bloody well ought to...sir! Batman: Well, you're wrong!

Bruce: (after meeting Sal Valestra) Is my shirt too big, or is that my flesh crawling?

(Bruce proposes to Andrea) Andrea: Of course I will! I never thought this would happen. I always felt like...like I'd thrown you a curveball, like you never knew what to do with me, because I wasn't in "The Plan". Bruce: You are now. I'm changing the Plan.

Alfred: (when Bruce puts on the cowl for the first time) My...God!

Salvatore Valestra: (about to see the Joker) If there was just some other way...

Joker: Can't be too careful with all those weirdos around.

Joker: That's it. That's what I want to see! A nice-big-smile.

Batman: Where's your father now? Andrea: Haven't a clue. Why don't you try Madagascar? Batman: That's not what you told Reeves. You told him you were closer than ever to your father. Andrea: You had me bugged, is that it? Batman: I can read lips. Andrea: Then read them now: Get out. Batman: You still follow your dad's orders? Andrea: The way I see it, the only one in this room controlled by his parents is you.

Joker: Whoops! Ha! Guess the joke is on me. You're not Batman after all. Looks like there's a new face in Gotham and soon his name will be all over town...to say nothing of his legs, and feet, and spleen, and head... (room explodes)

Batman: This madness ends now!

Joker: Now ain't that a co-inky-dink. We're talking about the old man and the spawn of his loins just happens to call. Makes you want to laugh, doesn't it, Artie?

Reeves: B-Beaumont needed me to help him and his kid get out of town. He kept in touch. Batman: When was the last time you spoke to him? Reeves: Years ago. My first election campaign. I was running out of money and asked Beaumont for help...(giggles) He said no! Batman: So you sold him to the mob. Reeves: (laughing hysterically) I was broke! Desperate! They said all they wanted was their money back!