According to Empire Magazine, Basinger was originally supposed to reprise her role as Vicki Vale in the sequel and was even included in early drafts but after major revisions she was written out.

Annette Bening was replaced by Michelle Pfeiffer for the role of Catwoman, after becoming pregnant.

Director Tim Burton had favoured Brando for the role of the Penguin. Batman creator Bob Kane had declared this to be the worst possible candidate for the role.

Dustin Hoffman was considered to play the Penguin in Batman Returns.

An original plot for the film included the Penguin and Mr. Freeze joining forces to freeze Gotham City. Christopher Lloyd had been considered for the role of Penguin.

Madonna was reportedly considered to play Catwoman.

Burgess Meredith (the original TV Penguin) was set to play Penguin's father at the beginning of the movie, but he could not due to illness.

Demi wanted the role of Catwoman but was rejected. In a magazine interview Demi states that at the time of audition she was blonde as was the Selena Kyle character.

Olin was turned down for the role of Catwoman.

Sarandon was very interested in the prospect of playing "Catwoman."

Robin was originally going to be introduced in the first sequel and Marlon was actually cast before the script was rewritten.

Williams was contractually entitled to play Harvey Dent, and an early draft of Batman Returns included the role. That character was later renamed Max Shreck and all of Dent's lines were given to him, and all Two-Face elements were removed.

Young was so upset about not getting the part of Catwoman that she went to the studio in a Catwoman costume to prove that she was a better choice.