A germinatory Penguin motif (ex2) can be heard as the film cuts from the opening Batman badge to the Cobblepot mansion at Christmas. Not the most memorable of material, it is most ingeniously reinvented throughout the score: it NEVER appears in exactly the same form twice. Immediate metamorphosis of the motif occurs from this point: through dramatic full orchestration, then rhythmic augmentation, and finally (played by organ) a more contrapuntal harmonisation. Through the film Elfman alters its characteristics to suit the character's mood and the scene (decipher the following at your peril):

Here follows a collection of examples: accompaniment (track 3 00'22-37 with brass, then cheeky clarinet cadenza); weird arrangements and truncation (the flutter-tonguing flutes repeating the first bar of the motif in track 3 again, 00'43-49); transformation into a phrased theme (ex3 track 4, 00'00-18), to its further development (strings, track 4, 02'20-36). In track 7 ("Cemetery") there is a moment of fragmentation and imitation (00'32-45); later (01'22-50) rhythmic mutation into an alla breve triple time rhythm, answered by a pathetic oboe counter-melody; and at 01'50 there is a tragic rendition of the full theme. Elsewhere in track 7 we find the Penguin motif has by now permeated to a psychological compositional level: associations are made with low and dark orchestrations, plodding rhythms, and simplistic (childish?) material with the same limited melodic range. All these characteristics are employed extensively throughout track 10, and more subtly in track 11. In tracks 13, 15-18 Elfman fails to exhaust the potential of the musical thread: track 13 (03'12-04'12) mirrors the motion of the helicopter/umbrella without breaking up the atmosphere of the film; track 15 utilizes the celesta as a solo before plunging into the doom-laden background for the stealing of Gotham's first-born; track 16 creates a rousing military arrangement which builds to a climax topped by the entrance of the Batman theme (01'20)—seamless! The tension is released somewhat by touches of circus chaos, but this doesn't prevent a more war-like construction in track 17, before dropping back to an accompaniment for the end of the Penguin: tragic, somber, and pathetic in turn.

There are some exceptions to the leitmotif rule in Batman Returns, the chief of which is Max Shreck. A possibility is that Shreck's character and motivations are never as carefully explored as those of the other characters, and perhaps in response, Elfman never attempts to deal him into the musical game. I have one other suggestion, though, which may not occur to the casual listener: might Elfman be applying this method only to the fantasy-freakish aspects of Burton's world? For all that his name might conjure in the minds of Dracula-lovers everywhere, Shreck is in fact quite a normal guy, and not a psychological freak. In fact he has a healthy father-son relationship going, and manipulates his enemies in the most human manner possible (persuasion backed up by violence!!). When this point is digested, supporting evidence speaks for itself: Alfred has no discernible theme (a jovial clarinet accompanies him early in the film, but there is no further recurrence to support a characteristic affinity); the Catwoman motif and theme only appear after Selina has been pushed from Shreck's building—previously she has no musical accompaniment whatsoever—however, when she enters the board room where Wayne and Shreck are discussing the power plant, it is her motif which breaks the previous musical silence, suggesting that it is character and not fancy suits that dictates the foreground musical argument; additionally, in this film Bruce Wayne is almost never accompanied by his eponymous alter-ego's theme—perhaps this reflects the way in which his alter ego is repressed in normal life circumstances.

Even in the End Credits Elfman surprises in his reprising of the three main characters' material, this time arguably in their most complete and memorable form.