|Batman 3 (working title)|
|Directed by:||Tim Burton|
|Produced by:|| Tim Burton|
Denise Di Novi
|Written by:|| Characters:|
Bill Finger (uncredited)
|Music by:||Danny Elfman|
|Previous Film:||Batman Returns|
Batman 3 was a rumored film project that would have been directed by Tim Burton. Rumors suggest that when the third Batman film went into production, it was initially going to be directed by Burton and starring Michael Keaton. The film ended up becoming Joel Schumacher's Batman Forever, where Burton was credited as producer.
The film was to have Bruce Wayne enlisting the assistance of an orphan by the name of Robin, in bringing down the villainous Riddler, not expecting to meet with a new love interest to complicate matters. Rumors claimed Micky Dolenz was to play the Riddler and that Robin Williams was offered the role, but turned it down. The Riddler was to have his head shaved with a question mark. The film was to include a possible return of Catwoman (who survived the events of Batman Returns). Renee Russo was cast as Keaton's love interest. Marlon Wayans meanwhile, was actually signed on to portray Robin and even costume tested for the film. Conflicting reports involve actor Brad Doruif as a possible choice for The Scarecrow.
But Warner Bros. ultimately dismissed Burton after they realized the tone of the film was to be similar to Batman Returns. When Joel Schumacher came on board as the new director, he threw out most of Burton's decisions and ideas, starting from scratch. As a result, Wayans' contract was paid out in full by Warner Bros. and Chris O'Donnell was cast as Robin instead. Tommy Lee Jones was then cast as Two-Face to replace Burton's choice of Billy Dee Williams. (Although Burton never intended on using Two-Face in Batman 3, he still would have had Williams appear as Harvey Dent to set up possible use of Two-Face in future films.) Schumacher also approached Robin Williams to play the Riddler, who after some deliberation turned down the role. Instead Schumacher cast Jim Carrey. After some negotiating, Keaton left the film as he was not interested in Schumacher or the film's lighter script. Renee Russo was deemed too old to play Kilmer's love interest, and therefore was replaced by Nicole Kidman.
In reality, according to an interview with Janet Scott Batchler, Burton's only involvement with Batman Forever was approving Schumacher as director and Lee and Janet Scott Batchler as the writers. Burton did not contribute story ideas and by the time the Batchlers signed on, Schumacher already had hired Tommy Lee Jones to play Two-Face. The Riddler was also not considered for the villain until Schumacher and the Batchlers were at the development stage  when Warner Bros. wanted two villains in the movie; they wrote the role with Robin Williams in mind, but no deal was made with him. Also, it was Schumacher who wanted to bring in the character of Robin and the Batchlers turned to their assistant, who grew up in the circus, for research. The character of Dr. Chase Meridian was also created as a way to challenge both sides of Batman's personality, with Nicole Kidman's name mentioned for the role in the early stages. 
- Michael Keaton as Batman/Bruce Wayne
- Robin Williams as The Riddler/Edward Nygma (turned down)
- Billy Dee Williams as Two-Face/Harvey Dent
- Rene Russo as Dr. Chase Meridian
- Marlon Wayans as Robin/Dick Grayson
- Michelle Pfeiffer as Catwoman/Selina Kyle
- Michael Gough as Alfred Pennyworth
- Pat Hingle as Commissioner James Gordon
- It was possible that Catwoman could have returned for this film, having survived the events in Batman Returns.
- It was rumoured at one time that this film would be set at halloween, and the villain featured would be the Scarecrow.
- An early draft of Batman Returns included Harvey Dent in the place of Max Shreck, trying to have The Penguin replace the current mayor. Late in the script, where Shreck was killed, Dent would be scarred at the hands of Selina Kyle. Indicating that very early in the making of Batman Returns, the villain intended for the third film was to be Two-Face.