With Raimi's noir-style Batman a success, Raimi returns with the same pulp flair. In 1992, Batman returns

Matt Dillon as Batman

Dillon had the pretty boy look of a billionaire in one light, and the edge of an individual who had snapped in another light. I think he would've gone down as an unbeatable choice for both personas. 

The cowl and leather stay nearly the same with some minor tweaks from what would've inevitably bothered a number of people involved after dealing with visual imperfections or comfort issues. The logo, this time, marks the traditional logo and surrounds the bat which, in itself, becomes closer in design to the comics of the day. His bust becomes an ever darker, but not charcoal, gray, accented by a muted yellow utility belt still containing only 6 pouches. The pants lack the urban camouflage fit and are replaced with the same lighter-than-charcoal gray armored texture of the bust. Black knee pads and black straps set below the crotch act as an homage to the underwear-over-tights-look. Hooked to the straps are his black grappling gun on one side and his black gas mask on the other. Essentially, it's Burton's one piece Batman '89 but dark gray ala B:TAS with the black thigh spots and black gloves and boots. 

Sean Connery as Alfred

I get a kick out of how cool Hollywood let this fool be. Sadly, he did it well. Might as well keep it going as long as we can feed his ego and give Alfred a scene where he can show off that he's still cool.

Robert Guillaume as Lucius Fox

They would want to use Guillaume as much as they could because his acting is pure gold.

Nick Nolte as Commissioner James Gordon 

There are no reasons why Nolte wouldn't have been perfect for this role. As for the character, Gordon receives is

Demi Moore (or Lisa Bonet) as Selina Kyle  

The sultry voice of Moore fits this character so well. This time, Catwoman adds a cowl and loses the belt.

Paul Sorvino as Tony Zucco

It's the fact that he was in both Va Rocketeer and Dick Tracey that sold me. 

Billl Paxton as Stanley Merkel

A staple in many 80's movies, including noir films from which this movie will take inspiration. In fact, I believe he almost bagged the lead role in Darkman.

John Rhys-Davies as Harvey Bullock

An icon of the 80's and a clear fan of pulp movies, JRD could do much worse than create memories as Bullock.

Peter Boyle as Hamilton Hill

A fun actor that, like Hedaya, can flip between dramatic and gut-busting humor. He'd play this role as an egotistical bully in one scene and a pants-wetting wimp in another.

Tom Beringer as Harvey "Apollo" Dent

The most difficult to cast because any good actor could play him well, but only a few could play him perfectly. From Joker candidates to Batman candidates, to shorter actors to older actors, I struggled until I landed on Platoon's Beringer. He has the good looks, can unhinge quickly without going over the top, and would not pull us away from the realistic noir atmosphere where other actors may play it too theatrical.

Liam Neeson as Jonathan Crane

A weird one, I know, but hear me out. Daniel Stern was the more obvious choice, and originally the one I was picking until I modified the story. I had too much going on and Scarecrow was one of 3 villains, and only a minor, side note. After I cleaned up the synopsis Scarecrow became the sole antagonist however, he needed to be stronger as opposed to relying on a henchman, and thus, Stern, who had a string of goofball roles in comedies at this time, imo, couldn't be believable (although he could absolutely act flawlessly I don't think he'd be perceived correctly) even if he was portrayed as capable. I took from the cast of additional villains, and replaced Stern with Neeson. Neeson, in reality, 2 years after Darkman, who would probably not get to do that movie since Raimi was fresh off of the first Batman, would be a contender for a meaty role in this series. 

A plaid-shirted, tougher version in a Leatheface-like stitched-together mask with the mouth stitched open, black grease paint underneath and topping it with a hat would be the base look. He would have suspiciously real straw-like blonde hair scraggly hanging low from the balding mask. Add to that, burlap pants tighten with itchy rope sloppily around them and held up by suspenders and straw protruding out from the knees, Scarecrow, with Neeson's natural build and height, and, with his dirty, black-like-death-hands carrying, at times, a sickle or a scythe, but always armed with his fear toxins, would strike fear into his victims long before he accessed the toxins. 

*Edit: I think I may have been unintentionally inspired by the redesign in the New Batman Adventures.

In his third year, Bruce has leaned heavily on Lucius Fox accessing corners of Wayne Tech to expand his artillery while Alfred acts as his sparring partner, training coach, and conscious. As Batman, Gordon works closely with him at street level like a well oiled machine and Catwoman provides much needed muscle while also scheming in the dark to steal the wealth from Gotham's elite. Among the many mansions and houses from which she robs, Wayne Manor and the new Mayor of Gotham, Hamilton Hill, are victims. 

At the premiere of Basil Karlo's new movie, where he plays both the fictional titular hero, Starheart, and the villain, under prosthetics, Solomon Grundy. It is a passion project set in Gotham that alludes to the occult origins of the city; Bruce Wayne, who finances the movie, is among the guests. The longing eyes Wayne gives interviewer, Vickie Vale, is embarrassingly brought to attention by Wayne's good friend, Basil. Co-star, Julie Madison, spills her drink, laughing at stunt-man, Burt Weston; he causes a scene and charges Karlo only to trip over the "clumsy" Bruce Wayne before being escorted out. 

The party is ruined by the theatrical entrance of what most people believe is Batman until the party crasher introduces himself as The Scarecrow through a long speech about fear and getting his vengeance on Gothamites for years of torment; the character of Scarecrow here will be HEAVILY influenced by real-life killer Richard Ramirez. He unleashes a toxin that induces the attendees with uncontrollable fear. 

Meanwhile, Tony Zucco is taking over the underworld of Gotham. Under Zucco is his consigliere, Lenny "Eraser" Fiasco, called such because he makes all of Zucco's problems disappear. Zucco's top henchmen are Rhino and Donny.

Shortly thereafter, Batman's investigation into the identity of The Scarecrow leads to former Arkham Asylum patient, Jervis Tetch. Catwoman barges in during one of his mandated psychiatric treatment sessions with Dr Jonathan Crane. She aggressively interrogates Tetch, who vehemently denies knowing anything about the Scarecrow, but does admit to having been approached several times, in secret, by his former henchmen, the Tweed cousins, to embark on more crime sprees. After she leaves, the good doctor works to calm Tetch down. 

Gordon, Bullock, and Merkel discuss a mission that goes beyond the law, and beyond Batman. The 2 men swear their loyalty to Gordon. Later in the movie, as per their personal, secret mission, the trio find Two-Face, who has been in hiding. Gordon pleads with Harvey to turn himself in and the costumed criminal says he will think about it after every last gangster is dead. Gordon says his team will bring them in, without killing them, and then (we) will come for (you). Two-Face, locks and loads his gun, grabs his coin, flips it, and says "We'll be seeing you then, friend."

Some time after this, on their road to bring down Zucco (the mob), Zucco captures and chains Bullock, who is later rescued by Gordon. This all results in Gordon, at the end of the movie, turning in his badge, feeling guilty for going rogue; as well, it fractures the friendship between he and Batman. While Batman flips out on Gordon for doing all of this behind his back (while still doing everything he can to help Batman find and defeat Scarecrow-essentially pulling double duty) 

However, within the events of the movie, Batman encounters 3 men in cheap, Halloween masks; one with a vulture mask, another in a shark mask, and the last in a Fox mask. After defeating the trio and unmasking them, he notices their eyes are unlike anything he has seen before. Realizing they're the latest victims of the fear toxin, he takes skin samples from the trio to his lab and notices something unique. There are chemicals found in the Scarecrow's toxins that are also, and only, found in the synthetic formula used to mutate Dr. Mark Desmond. Batman confronts the man who used the serum on Desmond, Dr. Hugo Strange, inside of hauntingly dark Arkham Asylum. Having no remorse for injecting his assistant with the mutation, Strange is yet another dead end for the Dark Knight. Before leaving, Batman is granted permission to visit the hulking brute but, like all previous attempts, Desmond is a shell of his former self, as dimwitted as he is angry and twice as strong. 

The Scarecrow finds his way into the home of the mayor and leaves the mayor with a choice, end the Batman's crusade against him, or suffer his greatest fears until death is his only escape. In his wake, security guards are found pressed against the deadly thorns and vines that artistically cover the walls of the mayor's home. 

The suspicion leads to a confrontation between Catwoman and the villain that tucks herself away from the reach of mankind in the forestry located in the outskirts of the city; Poison Ivy. She claims to have gone straight after her time in Arkham. She does tell Catwoman that, not too long ago, the Tweeds came around looking to form an alliance through a crime spree. She thought about it, but turned down the 2 identical cousins. Batman, soon after, has Alfred tale the cousins. 

Alfred finds himself asking the wrong questions in a seedy bar. Once threatened by the patrons, Alfred squares off and readies himself for a fight. Later, Bruce sees Alfred sitting at the dinner table at home, tending to some minor scrapes with a smile on his face. "The Tweeds aren't working for the Scarecrow, sir, however I have a feeling things will get worse before they get better." "I have 2 more leads, Alfred." "Indeed you do, sir. Might I interest you in a night off? The circus is in town." "There's no time for that, Alfred. We have to..." "Dear sir, there's always time for the circus. My sources say the Tweeds have a deep interest in this circus. Or, rather, in some of the guests. Namely, Lenny Fiasco, Rhino and Donny, sir. I have 2 tickets. Shall I connect you with Ms Madison, or did Ms Vale capture your attention? Perhaps Ms Kyle is free. Bruce Wayne wouldn't miss Haly's Circus." "Vale's a reporter, Alfred. No man in his right mind with a secret identity would ever become romantically involved with a reporter." "I wasn't aware you were in 'your right mind, sir." "If this event is really the place to be, Madison will most likely be there with Basil, promoting the movie. You're right though. Bruce Wayne does need to be there. Selina will have to be there, in the shadows. Just let me know whom I'll be escorting. Until then, I'll be in the cave." "Shocking."

The circus is interrupted by a gang of 20 anarchists wearing steam-punk crow masks with one using a mega phone to announce a hostile takeover. 

Dressed differently than the others, one grunt (Ratcatcher) walks into the tent and, with him, crawl in nearly a thousand rats; the rats race towards the audience and the circus performers. Once within range of the people, each rat bites the packs filled with the Scarecrow's toxins that are strapped to the backs of the surrounding rats. Within seconds, everyone has been gassed with the fear toxins. A terrifying Scarecrow makes his entrance and threatens them when Merkel, off duty, barely pulls himself together and gives his best attempt to shake the fear and reads Scarecrow his rights only to be slaughtered in front of everyone with the scythe of Scarecrow. 

As would be his reaction, guest of honor, Bruce Wayne, jumps over and tries to attack the villain. Before he can do anything, the henchmen grab his date, Linda Page. A distracted Bruce Wayne is beaten by the mob of henchmen, having to keep himself in jeopardy as long others are safe, until Catwoman swoops in. The Scarecrow and his goons find themselves surrounded; coming from the outside unscathed from the gas: Catwoman, the Tweedes, an armed Zucco, Eraser, Rhino, Donny, and the Flying Graysons, who assist Wayne and stand between he and the crows. As the standoff intensifies, sirens blare and the Scarecrow is shot in the arm. Unfortunately, he and most of his followers evade the police. Those arrested, including Ratcatcher, are found to be on the gas themselves. Bullock, who fired the shot, rushes to his deceased ally and, fueled with anger, grieves in silence. 

The next day an unhinged Bullock finds himself charging into the bar run by Zucco. It leads to Bullock being chained up and later rescued by the Tweedes and their new boss, Two-Face. Having killed Rhino and Donny, amongst other soldiers working for Zucco, Dent has Zucco right where he wants him. Bullock tries to plead with him on behalf of Gordon. That distracts him long enough to be shot dead by Eraser who then kills the Tweeds before releasing Zucco. Bullock remains chained up until Batman arrives. 

Before going back to Arkham, Batman thanks Catwoman for collecting the information needed to stop Zucco and Dent even if it was too late for Dent.

At Arkham, Batman hypothesizes that the crowd and Ratcatcher were under a beta version of Dr Karl Hellfern's poison. The paraplegic criminal tells him the only man he shared his formula with was Dr Achilles Milo. When Batman find Milo he is with the Arkham psychologist, Dr Crane, whose long sleeve covers a bandage. Milo attacks the Dark Knight once it is apparent Batman knows Crane is Scarecrow. Milo bellows that Crane will unleash the monsters on Gotham and he's promised Milo the opportunity to experiment on the weakest minds in order to rebuild them into his mutates and control a portion of Gotham. 

In the end, Crane is defeated and captured after a hard fought battle where Batman overcomes his own fears via the toxins. 

The movie's last scene is Zucco speaking to Eraser. "Go

Back and finish the conversation with our friend, Mr Haly. You tell him my price has doubled due to inconvenience. If he doesn't pay, it's curtains for this star attraction. Nobody says no to me."

It's a long one, but it wrapped everything up and leads into Batman 3 nicely. 

Toys

1. Batman w/grappling hook gun
2. Batmobile
3. Batcave
4. Batman w/gas mask
5. Jim Gordon w/bulletproof vest
6. Catwoman w/ claw gloves
7. Scarecrow w/sickle & scythe
8. Two-Face w/2-headed coin
9. Pack of 2 Basil Karlo as Starheart & Solomon Grundy
10. Pack of 2 Zucco & Bullock in chains
11. Pack of 2 Alfred & Bruce each w/swords
12. Pack of 2 Nightmare Scarecrow and terrified Merkel 
13. Pack of 2 Hamilton Hill & Dr Arkham 
14. Pack of 2 Hugo Strange & Blockbuster 
15. Pack of 2 Rhino and Donny
16. Pack of 2 Ratcatcher and 5 rats
17. Pack of 2 Lenny Fiasco and Dr Jonathan Crane
18. Pack of 2 Achilles Milo & Karl Hellfern
19. Pack of 2 Tweedle Dee & Dum
20. Pack of 2 Poison Ivy & Mad Hatter 
21. Pack of 3 Terrible Trio
22. Pack of 3 Lucius Fox and 2 Scarecrow henchmen