The monstrous Penguin, who lives in the sewers beneath Gotham, joins up with wicked shock-headed businessman Max Shreck to topple the Batman once and for all. But when Shreck's timid assistant, Selina Kyle, finds out, and Shreck tries to kill her, she is transformed into the sexy Catwoman. She teams up with the Penguin and Shreck to destroy Batman, but sparks fly unexpectedly when she confronts the caped crusader.