Stuff I Grew Up With: Batman: Mask of the Phantasm (1993)

I almost owned this on VHS when I was very, very young, like when I was little more than seven. I'd seen previews for it on other Warner Bros. videotapes and, as you should know by now, I'd seen a lot of Batman: The Animated Series around this time, when it was airing on Fox, so this was something I was interested in. But, my mother wouldn't let me have it. I don't know if she didn't know what it was and thought the cover art was a bit too sinister or if she just thought I had enough videotapes as it was (remember back when VHS cost an arm and a leg?) but, whatever the case, I missed my chance. Because of that, I wouldn't actually see Mask of the Phantasm until the summer of 1998, when it was among the first movies shown on Cartoon Network's Cartoon Theatre, which aired on Saturdays and Sundays, and became a regular staple of it afterward. By that point, I'd gotten back into BTAS when Cartoon Network started showing it that spring and was now able to appreciate it far more than when I was a little kid, so I was more than ready to see this movie. Also, my step-cousin, Mikey, happened to be over that weekend they first showed it and we watched it together. I can still remember the various things we talked about, like how the mob boss killed in the beginning is named "Chuckie" (I'll give you three guesses as to why that got our attention), and also how we reacted to certain things, such as laughing at Alfred's continual failed attempts to bring Bruce Wayne and Andrea Beaumont some refreshments, only to find them making out, cracking up when Councilman Reeves was laughing crazily due to being poisoned by the Joker (we didn't realize how disturbing that was at the time), and being taken aback when Andrea ended up being the Phantasm. All in all, I think we both liked it, although at the ages of eleven (me) and ten (him), I think we were still a little too young to really appreciate what a great movie it really is. We certainly didn't feel the way I do now, I can say that. 

Over the years, I not only learned just how acclaimed and influential The Animated Series was but also how this movie was seen in a similar light, with some calling it better than any of the live-action movies made in the 90's. Watching it as an adult, having first bought it on DVD in early 2008, I can definitely say I agree with that consensus: this is, indeed, one of the best Batman movies ever, animated or otherwise. Not only is it a beautiful-looking film, coming off as a slightly sleeker, more high-production version of the show it's based on (though not as much as you might expect), and is just as atmospheric as said show, but its multi-layered story is very well-told and the characters are wonderfully rich and nuanced, which is all the more amazing considering it's only 76 minutes long. Moreover, they were able to give it more of an edge that they couldn't do with the show, not just in terms of violence and suggestive moments, but also in how dark and ultimately tragic the story is, with an ending that's anything but happy.

Batman breaks up a meeting between Gotham City crime boss Chukie Sol and his cohorts, only for Sol to escape during the fight that breaks out. When he reaches his casino's parking garage, he's confronted by a shadowy, cloaked figure wearing a Death-like mask and sporting a hook on the right hand, one who suddenly appears and disappears within a ghostly cloud of mist. In attempting to run the figure down with his car, Sol ends up crashing out of the garage and is killed when the car smashes through the window in the building across from it. Several civilians spot Batman at the scene, resulting in him being suspected of the killing, while city Councilman Arthur Reeves vows to bring him to justice. Several nights later, another gangster, Buzz Bronski, is murdered by the same mysterious figure while visiting Sol's grave, and when Bronski's men catch a glimpse of the figure, they believe it to be Batman. This gives Reeves even more incentive to go after the Dark Knight and begins working with Detective Harvey Bullock and the rest of the police department, save for Commissioner Gordon, who refuses to believe Batman is a killer. As he investigates the murders himself, Batman must also deal with the return of Andrea Beaumont, an old love from his past, one whom he met in the lead-up to his first becoming the Caped Crusader. Despite the promise he made to his parents about avenging their deaths and defending Gotham, Bruce Wayne found himself torn, as he grew to genuinely love Andrea and was presented with the opportunity for a normal, happy life with her. Ultimately, he decided to go for it and proposed marriage, which she accepted. But, the next day, he received a letter telling him she'd left with her father, businessman Carl Beaumont, and he should forget about her, a crushing devastation that led directly into his decision to become Batman. In the present, he finds a connection with Sol, Bronski, and another gangster named Salvatore Valestra, and when he investigates Valestra's residence, he finds a picture linking them to none other than Carl Beaumont. Meanwhile, Valestra, afraid that Batman will come for him next, turns to another old associate, who just happens to now be the Joker. Rather than help his old boss, the deranged Joker murders Valestra himself and begins his own search for the mysterious assassin's identity, a reveal that could have devastating consequences for all involved, especially Batman.

All of the major players of Batman: The Animated Series had a hand in the creation and execution of Mask of the Phantasm, starting with Alan Burnett, producer along with Bruce Timm, who was hired to write the initial story (after the movie, he would go on to write the story for several episodes of the show's latter seasons). Ultimately, the final screenplay would be the work of Burnett and three other people: series veteran writer Paul Dini, story editor and occasional writer Martin Pasko, and

Michael Reaves, a more frequent writer and story editor. Overall directing duties were handled by Timm and Eric Radomski, another of the show's producers, but various sequences were the work of other veterans of the show: Kevin Altieri, Boyd Kirkland, Frank Paur, and Dan Riba. As you probably know, the film was originally intended to be direct-to-video, when Warner Bros. suddenly decided to put it in theaters, which really put pressure on the filmmakers, since animated features usually take a couple of years to make. Fortunately for them, the studio gave them a lot of creative control and increased the budget, enabling them to complete it in just eight months. Unfortunately, this sudden decision, along with some really crumby marketing (the trailer just flat-out sucks), hurt the movie's chances at the box-office and it bombed badly after opening on Christmas Day in 1993. However, it had a much better life when it was released on video, with more people seeing it and realizing just what a great flick it is, chief among them Siskel and Ebert, who felt they'd made a big mistake not talking about it when it was originally released.

When the movie begins, it's business as usual for Batman/Bruce Wayne (voiced by Kevin Conroy): acting as a wealthy, handsome playboy by day while operating as a badass crime-fighter at night. It opens with him breaking up a meeting between crime boss Chuckie Sol and his men, only for Sol to be killed and Batman blamed for it, something he, oddly, never seems troubled by (although he does, at one point, eavesdrop outside Commissioner Gordon's office, overhearing

Councilman Arthur Reeves discuss ways to catch him). He just goes about his business, hosting a party at his mansion and later investigating the cemetery where gangster Buzz Bronski was murdered several nights after Sol, finding a piece of evidence that may possibly link the crimes. However, he becomes distracted when he runs into Andrea Beaumont, bringing back memories of the time they spent together before they were split apart and prompting him to spy on her when she has dinner with Reeves, using his lip-reading skills to figure out what they're talking about. Though the sight of her with another man and the memories it brings up causes him pain, he puts it aside and gets back to his investigation, finding another link between the two deceased gangsters. But, while checking out the empty manor of another of their associates, he finds a picture linking Andrea to what's going on, as it shows her father sitting at a table with all three of them. He goes to see her for the first time since her return and questions her about the picture. Andrea, knowing who he is due to the pure chance of their encounter at the cemetery, acts chilly towards him and denies any knowledge of the picture, as well as her father's whereabouts. Batman accuses her of lying, noting how, when she spoke to Reeves, she said she was closer than ever to her father, and Andrea angrily makes him leave.

While The Animated Series itself gives glimpses of Bruce Wayne's life between his parents' murder and when he became Batman, such as him training in Japan and learning to become an escape artist, Mask of the Phantasm shows us every detail of a pivotal series of events during that period. Through a series of flashbacks to ten years before the main story, we see Bruce as a young man who's well on his way to keeping the vow he made to avenge his parents' death and protect others from crime.

During his first attempt at crime-fighting, where he confronts some men robbing a warehouse, he uses his martial arts skills, agility, dexterity, and early prototype weapons to successfully thwart them, although he gets banged up a bit in the process. However, he finds that dressing up in dark clothing, wearing a ski mask, and making karate sounds while jumping around isn't exactly intimidating, inspiring him to find a way to strike fear into criminals from the beginning. But, just as

his plan is coming together, an unexpected distraction enters his life when he first meets Andrea Beaumont and the two of them hit it off almost immediately. As their relationship grows, Bruce finds himself feeling genuinely happy for the first time since his parents' murder, and when he meets Andrea's father, Carl Beaumont, he impresses upon him the need for family. However, he finds these feelings complicate things, and when he attempts to stop a mugging, only to be distracted by Andrea's concern for his safety and fail as a

result, he becomes torn, deciding he can't be a crime-fighter while involved with someone, as they would suffer if anything happened to him. So tormented by this dilemma is he that he goes out to his parents' grave in a rainstorm and actually begs them for their permission for him to have a normal life, saying, "Please! I need it to be different now. I know I made a promise, but I didn't see this coming. I didn't count on being happy. Please. Tell me that it's okay."

This notion of Bruce Wayne being torn between the vow he made following his parents' death and a desire to be with someone he genuinely has feelings for has been explored in other interpretations of Batman. Sam Hamm, the initial screenwriter of the first Tim Burton movie, said they decided that the story of their movie was to start out with Batman basically being insane, only to begin to go sane when he meets and falls in love with Vicki Vale. And in that movie, there is a

plotpoint, albeit an unresolved one, where Bruce and Vicki agree to sort out their relationship once the dilemma with the Joker has been resolved. The same thing is sort of implied in Batman Returns, with Bruce seeing a kindred spirit in Selina Kyle long before he learns that she's Catwoman and wanting desperately to be with her once they've dealt with the Penguin and Max Schreck. And at the end of Batman Begins, Rachel Dawes promises to be there for Bruce should he ever decide to hang

up the cape and cowl, a promise he wants her to keep in The Dark Knight, only for things to become more complicated and, ultimately, tragic. But here, it's especially affecting in that you see how much turmoil young Bruce is in over it, to the point where he seem to actually think his parents' ghosts are hanging over him, demanding he follow through on his promise, even though it was his decision alone to deny himself a happy life. Saddest of all, though, is that he decides to go for it and proposes marriage to Andrea, which she

happily accepts. When she says she was worried she'd become a massive interference in his plan, he tells her, "I'm changing the plan." But then, the next day, he receives the engagement ring back, along with a letter from Andrea telling him that she's left Gotham with her father and he should forget about him. Devastated, he now has only one thing left in his life, and thus, having recently found what would become the Batcave, dons the cowl and becomes Batman for the first time.

All throughout these flashbacks, there are hints that, despite how torn he is and how much he may want a normal life with Andrea, Bruce cannot escape his destiny. When the two of them visit the Gotham World's Fair, Bruce is struck by the model of a futuristic car that's obviously a precursor to the Batmobile, save for a different paint job. Shortly afterward, when he's really conflicted about Andrea, a bat flies by the window as he walks towards it. Most significantly, immediately after he

proposes to her and the two of them kiss, an enormous swarm of bats flies out of a fissure in the ground near where they're standing, and when Bruce later investigates it, it's revealed to have been part of what became the Batcave, as if his inevitable fate is always looming over him, waiting for him to embrace it. That, of course, comes when Andrea suddenly breaks off their engagement and Bruce, full of pain and anger, becomes Batman in an epic moment down in the Batcave, a moment that's also tragic, as we know what built up to it and what it means for him going forward. It's also a moment of pure horror for Alfred, who's taken aback at what his master and surrogate son has become.

Back in the present, when Batman has his first real encounter with the Phantasm, he's then pursued by the police, who trap him at a construction site and badly injure him when their gunfire causes an explosion. He's almost captured when he attempts to escape on foot but, fortunately for him, Andrea shows up and saves him. Later, at Wayne Manor, she tells him her father, who was in business with Salvatore Valestra and his gang, embezzled money from them and that the two of them had to flee the

country. She adds that Valestra and his gang wouldn't stop threatening his life, even when he paid them back, and thus, Bruce assumes that her father is the Phantasm, killing the gangsters to finally be free of them, which Andrea confirms. Though she apologizes for screwing up his life yet again, Bruce isn't at all sorry and the two of them rekindle their romance, possibly even sleeping together. Like ten years before, he has an opportunity for a happy, normal life with her and

tells Alfred he's considering giving up being Batman once the ordeal is over. But, also like before, fate has other plans. First, Bruce realizes the Joker is connected with Valestra's gang, and then learns from Councilman Reeves that, when he ran out of money for his first election campaign, he sold out the Beaumonts' location to them. This, coupled with the Joker actively targeting Andrea, makes Batman realize that she herself is the Phantasm, seeking vengeance for how Valestra's gang destroyed her life. When he confronts her

about it at the Joker's hideout, he asks her, "What will vengeance solve?" Seems like a pretty ridiculous question coming from him, of all people, something Andrea calls him on, but the major difference is that he hasn't allowed his vigilantism to drive him to murder. Refusing to allow her to continue killing, he opts to deal with the Joker himself, a battle that ends with a final confrontation between all three of them where Andrea appears to die when the place blows up, taking the Joker with her.

Like before, a chance at happiness has been ripped away from Bruce, and he laments afterward about not being able to save Andrea from her hatred and bitterness, while Alfred tells him she was too far gone into the abyss that he's always managed to avoid and, what's more, probably didn't want to be helped. He then finds a locket from her apartment in the Batcave, a memento that only adds to his pain, as it tells him she's still alive but he'll never see her again. The final scene is akin to the ending of the first Burton movie, with Batman standing atop a building, on guard in Gotham, but unlike the triumphant note there, this is horribly sad. Batman hangs his head in despair, likely contemplating how fate and life itself seems determined to keep him alone forever, with this persona being an embodiment of it, a personal trap he can never escape. But, when the Bat Signal appears in the sky behind him, he doesn't hesitate and swings into action where he's needed.

This movie pares down Batman's gadgetry considerably. You only see the Batmobile a couple of times and it's not involved in any major action sequences. You do also briefly see the Batwing, although it does nothing but get placed on autopilot so Batman can go down and fight the Phantasm, and his motorcycle (which doesn't have the cowl-shaped helmet he wore while riding it in the show). The gadget he uses in action the most is his grappling gun and lines, while he makes use of a

Batarang only once, along with a shuriken-like projectile to blow up a missile being fired at him. His big, powerful computer in the Batcave does get some use early on, and you actually see Batman recording his observations while looking for clues in the cemetery, but that's really about it. During the flashback to Bruce's first night of vigilantism, he uses some other weapons akin to shurikens, as well as some spiked balls to bring down a truck.

Andrea Beaumont (voiced by Dana Delany) is another of the many characters introduced in various interpretations of Batman who serves as a mirror image of himself. Not only does she come from a wealthy family like Bruce Wayne but the two of them meet at the cemetery while they're visiting their respective loved ones' graves. In Andrea's case, she's visiting with and actually talking with her mother's headstone, telling Bruce that doing so makes it easier for her to imagine how she'd answer; Bruce, in turn, admits he talks with his parents as well, something we later see him do. The two of them hit it off almost immediately, becoming very close and genuinely falling in love during a playful moment that comes about while Bruce is practicing his martial arts on his manor's lawn. Though she can tell he's conflicted about being with her due to his secret plan, Andrea cares deeply for him and his well-being, growing concerned after he fails to thwart a mugging. She finds him at his parents' grave, begging for their permission to have a normal life, and suggests they sent her to him for that reason. Shortly afterward, Bruce proposes marriage, which Andrea happily accepts, only to break his heart the next day when she returns the ring with a note telling him that she and her father have left town. In an interesting twist of fate, when she returns to Gotham ten years later in the main story, she and Bruce are reunited at the cemetery when Andrea is shocked to see Batman watching her. He also inadvertently makes her realize who he is when she sees he was standing near Martha and Thomas Wayne's grave. Following this and his spying on her while she's having dinner with Councilman Arthur Reeves, their first actual meeting in her apartment is a chilly one, with Andrea denying any knowledge of her father's whereabouts, despite having told Reeves something very different earlier. They part on a very bitter note when Batman asks, "You still following your dad's orders?" and she venomously responds, "The way I see it, the only one in this room controlled by his parents is you." Once he's left, she breaks down crying, revealing the pain underneath her anger. Later, when Batman is hunted by the police, Andrea arrives in time to save him and later, at Wayne Manor, explains what happened years before.

Andrea's father, Carl Beaumont (voiced by Stacy Keach), is indeed the key to the gangster murders, albeit not in the way Andrea initially has Bruce believe. In the flashbacks, he's revealed to have been a successful businessman, as well as a genuinely kind man who always had time for his beloved daughter and was very gracious and welcoming to Bruce when Andrea introduced them, telling him, "Andrea's told me so much about you, I feel that we're practically family." Significantly, he also tells Bruce, "When it comes to money, you can't take the future for granted. But all the money in the world means little if you don't have loved ones to share it with. Nothing's more important than family." But, as good a man as he was, he did business with some very bad people, namely Salvatore Valestra and his gang. Even worse, he made the mistake of embezzling money from them, leading to both his and Andrea's life being threatened. Though he promised Valestra he'd be able to pay him back within 24 hours, the money was so tied up in investments it would take weeks to raise, forcing the two of them to flee to Europe. Feeling bad for what he'd done to both himself and Andrea, Beaumont told her, "I'll get you out of this. Somehow, we'll be free of those guys, whatever it takes. That's a promise." Andrea tells Bruce that, even though Beaumont was eventually able to pay Valestra back, the gangsters were still out for his blood and thus, "He had to find another way."

That, coupled with the fact that he's also voiced by Stacy Keach, suggests the Phantasm is Beaumont out for revenge. Interestingly, even though the movie is named after this character (although, the actual name is never uttered once), the Phantasm is a very small part of the story, with the main focus being the mystery around his identity and the ties he has to the gangsters and the Beaumont family. Though he has very little screentime, he is a memorable presence in how he's a cloaked, Grim Reaper-like figure with a skeletal mask who appears and disappears in a swirling ghostly mist he leaves in his wake, telling those he targets, "Your Angel of Death awaits," in a big, booming voice. He is very much like a mirror image of Batman in how he seems to be supernatural in appearance and in nature, with bullets and projectiles seemingly passing through him, only for it to be revealed to be a case of smoke and mirrors. The main difference, of course, is that the Phantasm is willing to maim and kill his targets, using the hooked claw on his right hand to slash at them before delivering the final blow in some other manner.

In the end, though, Andrea herself is revealed to be the Phantasm, creating a more significant parallel between her and Bruce. After her father was murdered by the mob, Andrea, already hurting from how their threats cost her the life she could've had with Bruce, was so grief-stricken that she decided to take matters into her own hands, but unlike Bruce, she's gone to the extremes and murdered them. When Batman confronts her about it during the climax, she admits she inherently

knows that what she's doing is both wrong and insane but, like how Bruce was when she broke off their engagement, her vengeance is all she has left. What makes this sadder is how, following their being reunited, it looked as though they were on the road to being together again and that it might actually work out this time, but Andrea clearly had to have known there was no way this could be possible and that Bruce would find out the truth eventually. When she goes to kill the Joker,

although her own fighting skills allow her to easily gain the upper-hand on him, she's almost killed when she falls into one of his traps but is saved by Batman. He implores her to leave and allow him to deal with the Joker, which she seems to comply with, only to show up again later, preparing to finish the Joker off. Batman warns her that the entire place has been wired up to explode but Andrea is determined to finish the whole thing and appears to let herself die along with the Joker when the explosions detonate. Though it is revealed in

the end that she did survive, it might have been better had she died, as she will now definitely never be able to be with the one she loves, which weighs heavily on both of them. In the case of Andrea, her final scene is on a cruise ship, where a man approaches her, only to be good enough to realize she's not in the mood. He asks her, "I'm sorry. Do you want to be alone?", and she sadly answers, "I am."

Although he's a decrepit old man in the main story, one who seems to be on death's door, as he's in bad need of an oxygen tank, in the flashbacks to ten years prior, Salvatore Valestra (voiced by Abe Vigoda) is shown to have been a powerful and intimidating crime boss who had Carl Beaumont by the throat and, along with his partners, was none too pleased to learn he'd been embezzling money from them. When Andrea walked in on them threatening to make him pay them back "one way

or another," Valestra was about ready to have her killed as well, but Beaumont begged him to give him 24 hours to pay him back. Valestra agreed, coldly warning him, "This time tomorrow we'll have the money, or I'll have your heart in my hand." Of course, Beaumont and Andrea fled the country, but it wasn't enough to escape Valestra, nor was Beaumont's paying him back enough to guarantee his life, as Valestra eventually had him murdered anyway. This comes back to haunt him

and his former associates, Chuckie Sol (voiced by Dick Miller) and Buzz Bronski (voiced by John P. Ryan), who by this point have branched off by themselves. Sol uses a casino as a front for his criminal enterprises and is discussing laundering illegal tender through it when Batman shows up. Though Sol evades him, he becomes the Phantasm's first victim when he comes across the death-like figure in the casino's parking garage. A few nights later, Bronski visits Sol's grave at the cemetery, though it's hardly to pay his respects, as

he calls him a loser. That's when the Phantasm pays him a visit and kills him by trapping him in a grave and pushing a large statue on top of him. When Valestra reads about this in the newspaper, he, believing it's Batman like everyone else, becomes paranoid that he'll be next. He goes to Councilman Reeves, who's on his payroll, for protection but when Reeves turns him down, Valestra instead decides to turn to the last remaining member of the gang, one whom Batman knows really well.

It turns out that Valestra's quiet but menacing chauffeur in the flashbacks was none other than the Joker (voiced by Mark Hamill) before he became the Clown Prince of Crime. It's actually kind of unnerving to see who he was before he turned into the colorful but deadly maniac he is now, as he's the exact opposite: unassuming, never says anything, and is almost always in the background. However, there are clear signs that, even at this point, he was a dangerous, depraved monster, given

how he growls suggestively at Andrea at one point and, most significantly, is the one who actually murders Carl Beaumont, coldly walking by Andrea with a sinister smile and nonchalantly picking up and eating apple while she can be heard screaming at finding her father's body. It adds another level of creepy to the Joker we all know from the show. Speaking of which, like in the show, he's both really funny and zany, as well as lethally psychotic. When Valestra comes to him at his hideout at the abandoned Gotham World's Fair, the Joker acts all happy about seeing him and seems especially thrilled at the idea of it being a matter of business. Upon reaching the main hub, he kicks away an electronic dog, which he calls his "home security system," as you, "Can't be too careful with all those weirdos around," and comments about Hazel, a robotic housewife who's chopping on an empty cutting board, saying, "True, she's a real homebody, but you can't help who you fall in love with." While pinching Hazel's cheek, he ends up ripping off a chunk of her fake skin, which he promptly puts away in his pocket for some reason. Finally, when they get down to business and Valestra talks about how Batman seems to be killing off the old gang, the Joker squeals about how awesome it would be if he finally drove him to start murdering people (little does he know his actions did have that effect on somebody). He also seems to not be interested when Valestra asks him to kill Batman for him, commenting, "What do I look like? Pest control?", and when Valestra grabs him by the collar, telling him that Batman's sure to come for him next, the Joker's frightening derangement comes through when he angrily tells him to take his hands off him. He then acts like he's joking and agrees to help him, but when Salvatore smiles in relief, it's obvious he's just dug his own grave, as the Joker says, "That's it. That's what I want to see: a nice, big smile."

The Joker then begins his own investigation into the killings, actually murdering Valestra with his laughing venom and using him as bait for the Phantasm. He also puts a portable camera in the corpse's lap, allowing him to see that the assassin isn't Batman after all. Regardless, he attempts to kill him by exploding a bomb, and when that doesn't work, he later goes to Arthur Reeves, whom he suspects is the Phantasm, believing he's killing the gangsters to cover up his connections to

them, mainly in how he sold Beaumont out when he was desperate for money. But, when Andrea calls Reeves at that moment, the Joker puts two and two together and realizes it's her, knowing full well what her motive would be. He then poisons Reeves with his venom, leading to him being hospitalized while laughing mad, and attempts to kill Andrea by blowing up her apartment with one of his special missiles, not realizing she isn't there and that he almost kills Batman instead. Thinking

he's triumphed, the Joker is little more than annoyed when the Phantasm appears at his hideout and he prompts Andrea to drop the act, revealing he knows it's her. That doesn't make him any less determined to kill her, but while he manages to get a few hits in and uses his own deadly gadgets against her, he proves to be no match for her physically. He does almost kill her by attempting to suck her into a massive fan on the grounds but Batman arrives and he now has to deal with him. The Joker loses a tooth to Batman in their fight but

manages to gain the upper-hand with some model airplanes and vehicles that are able to actually hurt him, then sets the place to explode. He tries to escape via a jetpack but Batman manages to stop him, after which Andrea shows up to finish him off. Rather than fear for his life when the place starts exploding all around them, the Joker merely lets out one of his maniacal cackles for reasons only known to him (Mark Hamill really goes all out in that one). His ultimate fate is left unknown but, considering that Andrea escaped and the series continued after this movie, it's hardly a surprise he survived as well.

Unlike Batman, the Joker does make use of more of his traditional weapons here, like his venom, which he uses on both Valestra and Reeves, and his acid-spewing corsage, as well as a big missile with his grin and eyes drawn onto it that he uses to try to kill Andrea at her apartment. Said missile is delivered by some flying model planes, one of a number of weapons from the Gotham World's Fair, such as Hazel the robot, an enormous fan, and a jetpack he attempts to use to escape.

Though he was never part of Valestra's gang, Councilman Arthur Reeves (voiced by Hart Bochner) is revealed to have played a major role in Carl Beaumont's death in that, when Reeves was running out of money during his first election campaign, he asked his former boss for financial support but was turned down. Desperate, he told Valestra of Beaumont and Andrea's location and later used his newfound connections to make a good life and career for himself. In the main story, he's convinced that Batman is responsible for the gang murders and is intent upon bringing him to justice, though he has to do it without Commissioner Gordon. At the same time, he wines and dines Andrea for a little bit when she returns to Gotham, and this after he proved himself to be a real skunk to Bruce Wayne by bringing her up and rubbing his losing her in his face. Ironically, just like how he was rebuffed by Beaumont when he asked him for help, Reeves rebuffs Valestra himself when he comes to him for protection against Batman, his refusal prompting Valestra to bring the Joker into the scenario. Discovering that the assassin is someone other than Batman, the Joker suspects it's be Reeves himself, attempting to remove all of his mafia connections before they come to light. Though in his confrontation with Reeves in his office, the Joker gets a clue that prove to him the Phantasm is actually Andrea, he still poisons the Councilman with his Joker venom, leading him to being admitted to the hospital while laughing uncontrollably. The doctor manages to give him a sedative to keep him calm until the venom works its way out of his system, but when Reeves is left alone, Batman pays him a visit. His fear at seeing him causes him to start laughing, although he's able to tell him about how he aided Beaumont and Andrea in getting out of town, as well as that he sold them out to the mob, before he starts cackling crazily again. You never find out what happened to Reeves, but it's possible that Batman's intimidating him may have cost him his life.

Of the supporting characters from The Animated Series who appear in the film, the most notable one is Alfred (voiced by Efrem Zimbalist Jr.), who acts as Bruce Wayne's moral support throughout the story. Both in the flashbacks and the main plot, you see how much he hopes Bruce and Andrea will find happiness together, telling Bruce at one point he's sure it's what his parents would've wanted for him.. He really tries to encourage the relationship, likely being the one who told Andrea that Bruce was at his parents' grave in the rainstorm in that one flashback, and also suggesting that Batman see her once he's done with Salvatore Valestra (which he does do, although not for the reason Alfred intended). In the flashbacks, you get the sense that Alfred is hoping Andrea will keep Bruce from going down the road of vigilantism he's on, telling him when he says, "I must be going nuts," for focusing so much on her that he's anything but. Moreover, when Andrea suddenly leaves town with her father and returns the engagement ring, Alfred is almost as sad as Bruce himself, both for his lost love and what he knows this will lead to. Indeed, during the scene where Bruce becomes Batman for the first time, Alfred's reaction is a horrified, "My God," as he realizes he's now completely given himself over to his desire for revenge. But, by the end of the main story, Alfred consoles his devastated master in a way that shows how, over the years, he's grown thankful that he's managed to avoid falling into the abyss, unlike Andrea, telling him, "I don't think she wanted to be saved, sir... No one, not even you, could've pulled her back." Still, he's obviously sad to see Bruce in such sorrow but can't do much about it other than be there for him.

Commissioner Gordon (voiced by Bob Hastings) is only in two scenes early in the movie, refusing to cooperate with Reeves' intention to bring Batman to justice because he knows he's no killer. He tells Reeves, "You want him, you get him. I'll have no part of it." The same can't be said of Detective Harvey Bullock (voiced by Robert Costanzo), who's much more willing to work with Reeves. He attempts to lure Batman in with the signal, which doesn't work, and later takes part in a police task

force that nearly does succeed in capturing him. Summer Gleason, an news reporter who appeared sporadically in the show, is in one scene, although she doesn't say anything, and apparently, the woman who confronts Bruce at his reception about not calling any of his girlfriends, throwing her drink in his face, is meant to be a woman he was seen with in the episode, Joker's Wild. And while Harley Quinn is not in this movie, her voice actor, Arleen Sorkin, does briefly voice Ms. Bambi, one of the women at Bruce's party who, according to Alfred, starts dancing on the piano at one point.

Knowing that this began as a direct-to-video movie makes sense, as it does not look or feel like a theatrical film whatsoever. That's not to say it isn't good-looking, because it most certainly is and I'll go more into that in a minute, but it's only just a tad bit more sophisticated in the way it looks than the actual series, coming off as a bit crisper and, maybe, more vibrant in its color scheme but that's pushing it. Most notably, save for some noteworthy moments, like in the Joker's scene with Arthur Reeves, the actual animation is about on the level

of the series, whereas in a big screen adaptation of an animated television series, you'd expect a noticeable, higher quality (the fight and action scenes are very well-handled, though). In these regards, it's not that surprising it didn't leave much of an impact with people when it was first released in theaters. But, all that said, it's very much on the level of the show it represents, using the same character designs and art style, with lots of dark, film noir lighting and shadows, the familiar Art Deco design of Gotham City, and touches of the Burton movies' style with settings like Wayne

Manor and the cemetery which plays a major role in the plot. There's also that sense of timelessness the series has, with people, both in the flashbacks and the current story, often dressing like it's the 40's, especially the gangsters, and yet, there's modern technology like the sophisticated computers Bruce has down in the Batcave and television, although the latter broadcasts in black and white. And, as with most modern interpretations of Batman, you have the notion that

Gotham is a city beleaguered by crime, often has a dreary look to it of overcast skies, constant thunderstorms, and downpours. It's all hand-drawn, save for the rain in some scenes, which is CG, and the opening credits sequence, which features the camera panning through a completely digital version of the city, which was originally created for the show but never used. For me, it acts as something of a prelude to the constant use of digital work in the next animated Batman movie, SubZero.

Wayne Manor is depicted as more of a manifestation of Bruce's inherent loneliness and inner turmoil than it typically was in the series, with a kind of gloomy-looking outside and the most pivotal room being this large, almost empty sitting room, with a portrait of Bruce's parents over a fireplace and large windows in one side of it. Notably, this is where Bruce goes to be alone and first reminisce about Andrea during the reception he holds at his manor and, in one of the flashbacks, is where he agonizes over choosing his vigilantism

or being with her. Another pivotal setting is the cemetery, which you see in all its guises: fairly pleasant in the daytime, dark and creepy in the scene where Buzz Bronski is stalked and killed by the Phantasm, and rainy and miserable when Bruce goes to his parents' grave to beg them for permission to be with Andrea. The scene with Bronski and the Phantasm is where this movie has a touch of the Tim Burton movies that spawned this era of Batman, as it's very much in the Gothic style, with dead trees, graves on rolling hills, some

of the darkest shadows in both the movie and series, and its being set on a dark, cloudy night. Meanwhile, in the latter scene, like Wayne Manor, the rain and lightning represent Bruce's tortured mindset and conflict, with an upward looking shot of his parents' tombstone illuminated by lightning showing how he feels his promise to avenge them is looming over him, denying his chance at happiness. And then, there's the Batcave, representing the moment where Bruce reached the

point of no return. Like I said earlier, it's fitting that he first learns of its existence right when Andrea accepted his marriage proposal and is exploring it when Alfred brings him the letter that says she left the country with her father. Though we see him working in it like usual during the main story, it's most effective in the flashback to when he first became Batman, where it's represented as nothing but one lit section in a dark void, and at the end, when Alfred tries to comfort him over his failing to save Andrea, feeling like another representation of how he'll never be free of the path he chose for himself long ago.

In the cutting back and forth between the flashbacks and the main story, you see a visual representation of how, during the passage of time, things slowly dissolved for Bruce, Andrea, and Gotham City as a whole. The flashbacks are often depicted in a much prettier, more appealing manner, with a lovely, bluish purple sky with soft, cirrus clouds in the background, giving a feeling of a time when there was still hope. But, at the same time, there are hints of the foregone conclusion that things won't stay so optimistic, such as the storm

clouds that roll in after Bruce first meets Andrea and right before his first attempt at crime-fighting, predicting both the thunderstorm that rages when he visits his parents' grave and how much drearier Gotham often looks during the main story. Of course, that's to say nothing of the ever-present specter of crime, which leads to Bruce and Andrea being torn apart. Nowhere is this notion of destroyed hope more apparent than in the Gotham's World Fair. In the flashback to when Bruce and Andrea visited it as a couple, it's seen as a

wondrous, fantastical place similar to Epcot, with an announcer describing it as, "A dream of the future. A bright tomorrow filled with hope and promise for all mankind." The section called the World of the Future is described as, "A vision of the shimmering utopia where we will all spend the rest of our lives," and is where Bruce and Andrea ride a car through a model of a bustling, peaceful city, as well as a set depicting cushy household life in the future, all set to an upbeat, hopeful song. Cut

to the present and the place is now a rundown, filthy relic up against an angry, red sky and serves as the Joker's hideout, where he pretends to have a thing for the housewife robot Hazel, whom he's programmed to attack people with her meat cleaver, and shoots the robots singing the song about the future, saying he hates it. Moreover, the big model city that served as a view of utopia is now a deadly deathtrap, and the Joker also uses other aspects of the place to his advantage, like the 

giant fan he attempts to kill Andrea with and the jetpack he tries to use to escape. And in probably the ultimate bit of symbolism, the Joker completely destroys the place, just like how he destroyed Andrea's life by murdering her father, had a hand in her and Bruce not being able to be together, and, now, is ensuring they never will.

There is a definite recurring theme of history repeating itself throughout the movie, with the Gotham World's Fair being both a place where Bruce and Andrea went on a date when their lives were much happier and where they part for the final time being a prime example. Just as significant is how the two of them first meet at the cemetery while visiting their respective loved ones' graves and are unexpectedly reunited in the very same place when Batman is investigating Buzz Bronski's murder. In fact, the circumstances are

virtually identical, with Batman walking over to his parents' grave, only to hear Andrea talking over at her mother's plot, with her looking over her shoulder to see him watching her. He promptly disappears after being shocked at the sight of her, and the fact that he was by Thomas and Martha Wayne's grave makes her realize he's Bruce. Both in the past and present, there's a moment where Alfred attempts to bring Bruce and Andrea some refreshments, only to see them making out and promptly make himself scarce with a surprised,

"Oh." There's something of a callback to the theme of fate between Batman and the Joker in the first Burton movie, with he and Bruce exchanging glances when he drops Andrea off at her home after his proposal, long before either of them developed their alter egos. Later, Bruce realizes who he is when he spots him in a picture with Carl Beaumont, Salvatore Valestra, and his gang, and the two of them then have an expected final showdown, only now with added emotional stakes. Naturally, you have both

Bruce and Andrea becoming dark and terrifying masked avengers due to their parents' murders. And finally, following Andrea's sudden disappearance from his life, Bruce first becomes Batman in the Batcave, and years later, after the two of them are separated for good following the climax, he's back in the Batcave and, while unmasked, is just as alone as he was before.

Like with a number of episodes of Batman: The Animated Series, the plot of Mask of the Phantasm takes a lot of inspiration from past comics, particularly Batman: Year Two, published the same year as Year One. From what I've read, the main story of Batman chasing down another masked vigilante who resorts to killing while, as Bruce Wayne, falling in love with and even becoming engaged to someone is taken from that comic, with the figure of the Phantasm being based on the Reaper from that storyline, along with the notion that he's

really the father of Bruce's betrothed, which they turned on its head for the movie. They definitely took inspiration from Year One as well, like in the flashbacks to Bruce's first attempts at vigilantism before becoming Batman and the sequence where Batman is hunted by the police and cornered somewhere after being badly injured, a dire situation he narrowly escapes from. But what's most interesting is that the concept of the flashbacks and their depiction of the passage of time are taken from none other than Citizen Kane!

While it may not have started out as a theatrical movie, it seems like once they realized it would be, the filmmakers opted to push the envelope a little bit and get away with stuff they weren't allowed to on the show. For instance, save for the very first episode, On Leather Wings, they were deterred from showing any real strong violence or bloodshed, but Mask of the Phantasm is a different story. It's still rated PG and suitable for older kids, but you do see a lot of bloody cuts and scrapes, as well as a closeup of blood on his fingers, in the scene where Batman is cornered by the police and

nearly killed when they accidentally cause an explosion. More such wounds are seen during his climactic fight with the Joker, as he gets slashed and scraped by the model airplanes that attack him, while the Joker loses a tooth when Batman kicks him in the face. Also, Andrea knees the Joker right in the balls during their initial scuffle, and after he and Batman crash on his jetpack, he's just as banged up as his enemy. In a similar vein, while the show was never allowed to depict death, save

for some rare exceptions, characters do indeed die in this movie, like Chuckie Sol, Buzz Bronski, Salvatore Valestra, and Carl Beaumont. Their deaths occur offscreen and the only corpse you see is Valestra's, but that's still a bigger body-count than the series ever got up to in its initial incarnation. Speaking ofValestra's death, it's an example of how the Joker was able to be more unleashed and deranged here than he could be on the show. Besides having been Carl Beaumont's actual killer, as well as a perv, before he even

became the Joker, he kills Valestra in a manner that leaves him with a hideous grin on his face and later tries to do the same to Arthur Reeves. The ending of that scene between the Joker and Reeves, where he creepily says, "Makes you want to laugh, doesn't it, Artie?", bends him over his desk, and, after a creepy close-up of his cackling face illuminated by flashing lightning, injects him with his venom, which is seen in shadow, is one of the most unnerving moments involving this version of

the character. And right after that, Reeves is seen in the hospital, sickly pale and laughing hysterically and uncontrollably, with tears streaming down his face, as the doctor and nurses try to calm him. The effects of the Joker's venom and laughing gas had been seen in many episodes of the series, with The Laughing Fish being a prime example, but this is where you really see how torturous it is for those infected, where they can't stop laughing even though they're in agony and in danger of dying

from a heart attack. Plus, even though they do manage to sedate Reeves, his terror at getting a visit from Batman when he's alone causes him to start laughing again, possibly leading to his death. Going back to the notion of him being a pervert, the Joker makes some rather lewd and suggestive comments, like when he describes Andrea as the spawn of Carl's loins and even hits on Hazel, the robot housewife, by patting her butt and asking if she's, "Feeling the old electricity tonight."

Similarly, when Reeves makes some cold comments about Bruce and Andrea's relationship during the party, Bruce tells him, "Thanks for the handkerchief, Arthur. You know where you can stick it." And before Andrea finds Batman in her apartment, Arthur suggests he come in with her, naming several things they could do but clearly having one thing in particular on his mind.

The movie wastes no time in getting to the action, opening with Chuckie Sol meeting with his men to show them some counterfeit bills he intends to have laundered through his casino. But, you also see that Batman is there, as his shadow appears on the roof above the window where the meeting is taking place. Right after Sol asks his men if any of them have a problem with his plans for the money, Batman comes swinging in through the window and then rises up at the opposite end of the table.

One of Sol's men comes running at him but Batman easily dodges his punch before jacking his jaw and then uppercutting him, sending him sliding across the table and past his boss on the other side. Two more of Sol's men pull their guns but Batman quickly disarms them with a Batarang, and when another fires at him, he ducks under the table, overturns it, and slams it down on the thug. Sol, clutching the briefcase full of the fake bills, backs towards the door, while another of his men

attempts to jump Batman from behind. But, Batman blocks his punch, grabs him, and throws him across the room, slamming him into a painting hanging on the wall. Batman then sees that Sol has ducked out of the room and slowly walks after him, stomping on the table when the thug underneath it tries to grab his gun on the floor. Sol runs across the walkway leading to the casino's parking garage and heads for his car, when he runs into a shadowy figure enveloped in a cloud of mist. Thinking it's

Batman, Sol pulls his gun and fires on the figure, only for his bullets to seemingly pass through him. The figure tells him, "Your Angel of Death awaits," and when Sol sees it's someone who looks like the Grim Reaper, he realizes it's not Batman. Having run out of bullets, he tries to smack the Phantasm with his gun's butt, only for him to swing the hooked claw on his right hand and slice the gun in two. Sol asks him what he wants and, pointing his claw at him, the Phantasm answers, "I want you, Chuckie boy." He's about to bring his claw down

on him, when he's distracted by the sound of a car behind him. Looking back, he sees Sol run for his car again, managing to get in it and turn the engine over. He floors it at the Phantasm, who jumps on his hood and smashes through the windshield with his hook. He reaches in for him but Sol swerves the car, flinging him off, and then comes back around to run him down, murmuring, "This time, I got ya, ya lousy, stinkin'..." The Phantasm jumps up, leaving behind a cloud of mist that obscures Sol's vision, and by the time it clears, he goes right through the edge of the garage, flies through the air, and smashes through the window of a building across from it.

Batman makes it to the garage and sees what's happened. Some pedestrians down on the street spot him, as he walks back in, spotting some pieces of Sol's windshield and noting that there's a chemical residue on one of the shards. He then sees the silhouette of the Phantasm heading up the stairs leading to the roof and Batman rushes towards him, only to peek around the corner and see just a thin trail of mist leading through the door. Later, while Bruce Wayne works down in the Batcave,

Alfred overhears Arthur Reeves denouncing him on the news, exclaiming, "What kind of city are we running when we depend on the support of a potential madman!" Alfred turns off the monitor, commenting, "Such rot, sir! Why, you're the very model of sanity," then adds, "Oh, by the way, I pressed your tights and put away your exploding gas balls." He inquires as to what Bruce is working on and he answers, "A piece of windshield from Chuckie Sol's car," before magnifying the image of

it on the computer, adding, "There's a chemical residue on it: some kind of dense, long-chain, macro-molecular polymer. Adapt-o-genic, of course." Alfred, obviously not knowing what he's talking about, sarcastically replies, "Of course," and walks away, probably thinking he should learn to mind his own business. Bruce then throws a reception at his mansion, where several women gather around him, bringing up the subject of marriage or, at the very least, engagement (which one girl, Ms. Bambi, thinks starts with an "i").

Another woman shows up and slowly walks towards Bruce, saying, "I'd watch out for Brucie if I were you, girls. First, he wines and dines you, makes you think you're the only woman he's ever been interested in, and just when you're wondering where to register the china, he forgets your phone number," then throws her drink in his face, much to the other women's horror. She stomps away, finishing with, "That's Bruce Wayne's style." Bruce walks away to clean up, when Reeves appears and offers him a handkerchief, telling him, "Really,

Bruce, it's almost as if you pick them because you know there's no chance for a serious relationship. At least, since that one girl. What was her name? Ann? Andi? Andrea? Yes, Andrea Beaumont. Now, there was a sweet number. How'd you let her get loose?" The mention of her name clearly disturbs Bruc, who, after wiping his face, gives the handkerchief back to Reeves and goes into the sitting room, where he reminisces about Andrea.

Following his memory of when he first met Andrea, the flashback then shows us Bruce's first attempt at crime-fighting. One night, he swings and runs across the rooftops, and comes upon a warehouse being robbed, with some crooks filling up a container truck with goods, having tied up and gagged the nightwatchman. As they prepare to leave, Bruce pulls a ski mask down over his face and jumps down towards them, doing a flip and landing behind them while yelling, "Hee-yah!" He

then yells, "On your stomachs, arms spread!", but they're not the least bit intimidated. Two of the thugs pull their guns and approach him, only for him to remove a couple of shurikens from his belt and disarm them. The leader comes at him with a crowbar but Bruce dodges his swing, grabs his fist, and punches him in the face, knocking him to the ground. One of the thugs grabs him from behind and puts him in a headlock, while the other delivers a blow to the gut and then to the face, but Bruce

smashes the one in the face with the back of his head and then elbows the other in the face and kicks him, slamming him against the wall. Looking and seeing that he's cleaned all their clocks, Bruce triumphantly exclaims, "Yes!", when the guard tries to warn him about something. Hearing a click behind him, he turns in time to see another thug appear, wielding a rifle. Bruce quickly grabs the guard and ducks into the warehouse with him as the man fires at them. The man then climbs into the truck and prepares to escape with the cargo, but

Bruce chases after him and jumps onto the edge of one of the open doors on the back of container. He slides down it but manages to pull himself back up, only for the man to drive up onto a ramp, swinging him along with the door. The truck drives by a police car, with one of the officers inside being a younger Harvey Bullock, who does a spit take with his coffee when he sees Bruce hanging off the back. They start pursuing the truck, the driver reacting when he hears their sirens, before seeing Bruce hanging on the back in the rear-view mirror.

He swerves back and forth, as the squad car gets along his right side and then in front of him. He slams into their backside repeatedly, causing them to swerve and fall on their side, skidding across the road and then along the guardrail as they're taken out of the chase, stopping after they skid over onto their roof and end up on their side again.

Bruce climbs up onto the container's roof, makes his way across it, and jumps down onto the cab's roof as the truck heads for a tunnel. He smashes at the windshield with a hammer, as the driver recoils and swerves across the road, scraping the edge of the cab and then the back end of the container against the wall. He hits the brakes, causing Bruce to tumble across the hood and down in front of the grill, which he grabs onto, hanging right above the road. As the truck exits the tunnel, he pulls some

small, spiked balls from his belt and uses them to blow out all the tires on the truck's left side. The driver loses control and the truck lists up into the air as it swerves to the right, before coming down and skidding along the road on its side, pushing Bruce right towards a building. He braces himself but, fortunately for him, it stops just inches away from the wall. Groaning when he sees how close he came to getting smashed up against it, he jumps back onto the cab and sees through the shattered

windshield that the driver is alive, albeit banged up. Hearing and then seeing the police approaching, he quickly makes his exit by climbing up to a ledge on the building and running across it. The next day, he's practicing his martial arts on the lawn, telling Alfred how the plan was working, save for how he was unable to make the crooks afraid of him. Andrea then pays a visit, asking him why he hasn't called her, a question he ignores as he continues practicing. She asks him what he's doing and he intensely says, "Jujitsu," to which she

responds, "Gesundheit." Bruce isn't amused by this, telling her that jujitsu (which is not even what he's doing but rather something akin to taekwondo) is no joke and that it takes years to master. Suddenly, she grabs him by the arm and throws him flat on his back, commenting, "Got a few moves of my own. Ms. Hovie's Self-Defense Class for Girls." This gets a chuckle out of Bruce, much to Andrea's amazement, and he then sweeps her feet out from under her and pins her. After a little bit of struggling, she asks, "Nice footwork. Can you

dance too?", and the two of them share a passionate kiss, which Alfred almost interrupts before quickly ducking back into the house. That's when Bruce's reminiscence ends, as Alfred interrupts to tell him that Ms. Bambi is dancing on the piano, and you then hear her drunkenly call for him.

Meanwhile, at the cemetery, Buzz Bronski arrives to pay his "respects" to Sol. Getting out of his car, he's handed a wreath and then a flashlight. He tells his men to wait for him as he heads towards Sol's grave, while his men talk about how Batman supposedly murdered Sol. Bronski reaches the grave but proves to have no sympathy for the deceased, calling him a loser and tossing the wreath to where it knocks over a vase of flowers left there. He's then startled when a deep, booming

voice calls his name and he swings around, only to find no one there when he illuminates the hillside. He backs up nervously and is slightly startled when the back of his foot hits something, though it turns out to just be the base of the grave. But then, the Phantasm appears behind him, telling him, "Your Angel of Death awaits." Bronski runs for it through the dark cemetery, falling backwards over a cart full of dirt in his panic and grabbing a pick-axe to use for protection. He scans the area in front of

him, seeing no sign of the Phantasm, when his voice tells him, "Time to pay for your sins, Mr. Bronski," as he appears behind him. Bronski charges at him as he moves toward him, coming down with the pick-axe, only for the Phantasm to slice the pick right off the handle with his claw. He disappears and Bronski looks around in a panic, only to find he's behind him again. As he comes at him, Bronski throws the splintered handle at him, only for the mist to completely envelop him, with the handle seeming to go right through him.

Bronski runs again, yelling for his men, who come running but find it hard to locate him in the dark. He trips and falls into an open grave, then gets to his feet and wipes the mud off his face. He looks up and sees a large statue of an angel looming over him, when the Phantasm appears on the opposite side of the grave, telling him, "You always were a loser, Mr. Bronski." Bronski desperately tries to climb out but is unable to get a handhold in the soft soil, as the Phantasm then says, "Farewell, Mr. Bronski." He disappears and Bronski initially

thinks he opted to spare him, only for him to reappear behind the statue and push it into the pit, where it crushes him. His men arrive and find what's happened to their boss, before spotting the Phantasm nearby and, thinking he's Batman, firing at him, before he promptly vanishes.

A brief scene introduces Salvatore Valestra when he's horrified to read in the paper that Batman apparently killed Bronski. It upsets him so much that he starts wheezing badly and has to get some oxygen from his tank. That night, after Commissioner Gordon refuses to go after Batman, Arthur Reeves and the other cops attempt to have him come to them by lighting up the signal but Batman, having overheard their plan from outside Gordon's office window, drives away from the city

and to the cemetery. There, he notes how there's a chemical residue on the lawn that could match what he found on the pieces of Sol's windshield, then visits his parents' grave. That's when he hears and sees Andrea for the first time in years, as she stands by her mother's grave. She turns around and gasps at the sight of him, while Batman himself is taken aback at the sight of her and promptly ducks out of sight. Andrea tries to follow but sees that he disappeared, which is when she notes he was

standing by the Wayne family grave, making her realize who he is. Later, on a stormy night, he watches from nearby as Andrea has dinner with Reeves, using binoculars to get in close so he can read their lips. As he does, grimacing when Reeves puts his hand on hers, he thinks back again, this time to when he and Andrea visited the Gotham World's Fair, after which he met her father. During their meeting, Valestra drops in and makes a really bad impression on Bruce, who grimaces as he waltzes over to Beaumont's desk, telling Andrea

that he likes how her father "knows his priorities," lights up a cigar, and blows the smoke towards him. Bruce and Andrea promptly leave, Bruce commenting to her, "Is my shirt too big or is that my flesh crawling?" As they walk away, talking about Valestra, his chauffeur watches them in the car's rear-view mirror.

Just as Bruce tells Andrea how he's troubled about everything going on, the two of them see a peddler being harassed by a motorcycle gang. One of the thugs menaces the man, ordering him to give him his cash-box, then lunges at him and grabs it. When the peddler refuses to let go of the box, the thug tells another on a bike, "Pops here needs some persuadin'." Bruce is determined to help the man, and at first, Andrea tries to stop him, then asks him to just not get himself killed. Just as the man is

smacked over the head, causing him to drop the cash-box, Bruce charges at the thugs, slamming into one with his shoulder and knocking him to the ground. Another tries to smack him over the head but he ducks and then grabs and throws him, sending him into a river past a bit of guardrail. The thug he floored gets back on his bike and starts swinging a chain around, while his cohort pulls out a baseball bat. Andrea watches from nearby as Bruce runs at the thug wielding the chain, jumps

onto the front of his bike, and dives at him, punching him in the face and sending him to the ground, while the bike falls on its side and skids to a stop. Bruce then prepares to do the same to the other thug but he's distracted when he sees Andrea's concern for his safety, allowing the thug to smash him through the torso with the bat. He gets knocked back and lands on the cash-box, sending it skidding across the ground. He's too stunned to do anything as the gang makes off with the box. Getting to his feet, he watches them ride

off in frustration and gets annoyed when Andrea attempts to check him over, pushing her hand away and grumbling, "Andrea, please!", as he storms off. After he remembers how this led to him pleading with his parents to allow him to forget about the plan and be with Andrea, the flashback ends on the two of them embracing in the rain, as Batman forlornly watches her with Reeves. A police helicopter appears overhead and he disappears from the ledge he was on before he can be spotted. The next day, Reeves is suddenly picked up by

Valestra, who asks him to confirm if Batman really is killing off their partners in crime. When he says there have been eyewitnesses, Valestra starts ranting and raving, worrying about his own life, and goes into a coughing fit requiring him to breath from his oxygen tank. Disgusted by this, Reeves tells the driver to pull over and gets out of the car, commenting, "It's not very healthy in here." Valestra has a hilarious, "What the hell?!", face before Reeves slams the door shut.

In the Batcave, Batman looks up some connections between Sol and Bronski, finding that Valestra was also involved with them in various dummy corporations ten years before. He decides to pay Valestra a visit that night and tells Alfred not to wait up. As he walks to the Batmobile, Alfred asks if he'll play Andrea a visit once he's done, something he fiercely denies. In the next scene, Batman searches Valestra's empty house, finding framed pictures of him rubbing elbows with Mayor

Hill and, most significantly, sitting at a table with Sol, Bronski, and Carl Beaumont. This makes him think back to when he proposed to Andrea on the seaside cliffs near Wayne Manor, only for the enormous swarm of bats to stream out of the fissure in the ground near them. Alfred is then shown to have driven Bruce and Andrea back to her house that night so they could tell her father the good news, only for her to look through the drawn blinds in the window and see him talking with three other men in silhouette. Given how serious it

seems, she suggests they wait to tell him and says good night to Bruce. As she heads to the door, Valestra's chauffeur makes a suggestive growl at her and, as he and Alfred drive away, Bruce watches him toss his cigarette at him and hit the car's door. The next day, after investigating the fissure and finding an enormous cave down there, Bruce is met by Alfred, who gives him the letter from Andrea breaking off their engagement, thus leading to his becoming Batman. Jumping back to the present, Batman takes the picture and leaves the house.

Elsewhere, Valestra arrives at the long abandoned Gotham World's Fair, seeking to enlist some help he wishes he could do without. When he approaches the old World of the Future section, he's startled when the robots start singing the old song, Welcome, Gotham, To The Future, only for them to be shot up by assault rifle fire. Valestra ducks to the ground and, once the firing is finished, the Joker emerges from the shadows, tossing away a Tommy-gun and remarking, "I hate that song."

When he sees and recognizes Valestra, he acts all excited and bubbly about it, putting his hands on his shoulders and exclaiming, "Welcome, paisan! It's been a dog's age!" He then pushes the old man against a rail car, asking, "So, what's an old-timer like you want with a two-timer like me?" When Valestra says it's business, he acts all the more excited and picks him up and puts him in the car, saying they'll go somewhere more comfortable to talk. The car talks off rather quickly, with Valestra

yelling while the Joker sits beside him, all calm and composed. They reach the House of the Future exhibit, where the Joker introduces Valestra, who's gasping for breath, to Rusty, the mechanical dog, and Hazel, the robot housewife. He then has him sit down on the couch while he takes a chair, an automatic foot rest rolling up underneath his feet. Valestra tells him of how Batman has killed Sol, Bronski, and is now after him, with the Joker commenting, "You know, I've been reading lately how old guano-man is wound tight enough to snap.

Ooh, wouldn't it be great if I've finally driven him off the deep end?!" Valestra offers him $5 million to take down Batman, adding that it's just for starters, but the Joker isn't interested. Irked, Valestra grabs his collar and yanks him up to him, growling, "Think, you fool! Once he gets me, how long 'til he gets you? You know what I'm talkin' about. Your hands are just as dirty. Dirtier!" The Joker growls angrily and smacks Valestra's hands off him, yelling, "Don't touch me, old man!", and threatens him, before lightly adding, "I don't know where you've been." Putting his arm around his shoulder, he agrees to help Valestra, prompting him to smile, which the Joker is especially happy to see.

Following the scene where Batman confronts Andrea about the picture with her father, only for her to give him a chilly reception and make him leave, the Phantasm appears outside of Valestra's house and makes his way inside and to the sitting room. Spotting Valestra apparently sitting in his chair by the fireplace, reading the paper, the Phantasm gives him the same dire warning he gave his previous victims and pulls the paper away. But when he does, he finds Valestra has already been killed by the Joker, who sees him via a remote

camera sitting the corpse's lap. The Joker laughs, "Whoops! Ha! Guess the joke is on me. You're not Batman after all. Looks like there's a new face in Gotham and soon his name will be all over town... to say nothing of his legs, and feet, and spleen, and head..." The Phantasm, realizing the danger, runs for the window and leaps out right before the entire place explodes. He climbs up the side of another building across from it and reaches the roof, when he looks and sees the Batwing coming for him. He turns and runs across various rooftops, as Batman

zeroes in on him and, after putting the Batwing on autopilot, jumps down and tackles the Phantasm to the ground. He warns Batman, "Stay away! This is not your fight!", but Batman lunges at him. He gets kicked back but promptly sweeps the Phantasm's legs out from under him, declaring, "This madness ends now!" He dives at the Phantasm, who flips him over with his feet but Batman manages to grab a hold of him, regardless. Before he can unmask him, a police helicopter approaches and the

Phantasm uses the distraction to knock Batman away from him. He disappears in a cloud of mist, as the helicopter rises up in front of Batman and shines its searchlight on him. One of the cops tells him he's under arrest through a bullhorn and he looks across the way to see that they've downed the Batwing. Ignoring the officer warning him to stay in the light, he runs across the roofs and along the ledges, with the helicopter staying on him. The officers are told that deadly force is authorized and

thus, they fire on him when he stops on a ledge. He jumps down, hopping off a small nook on the side of one building and landing on another rooftop. The helicopter gives chase, the officer continuing to fire on him, but he leaps over the edge of the roof and lands on an overpass, where Harvey Bullock and a dozen other cops point their weapons at him. He swings over the edge and uses one of his lines to make his way over to a construction site.

The police surround the site, deploying a SWAT team, while the helicopter fires on the top floor to try to flush Batman out. He runs to the other side of the floor, only to be cut off by another helicopter, forcing him back in. Bullock arrives at the site, as one of the SWAT officers fires a teargas canister at the floor Batman is on. Batman tries to dodge it but it explodes right next to him, and as he coughs and gags, another SWAT officer spots him and fires with an assault rifle. Bullock tries to warn the officer about some compressed air tanks up there

but the gunfire causes them to explode, blasting Batman backwards. Bullock angrily admonishes the officer for this and then tells the others to get a spotlight up there. Batman crawls across the floor, badly wounded, especially in his head, and he also sees on his fingers that he's bleeding. A pair of SWAT officers show up and he ducks out of sight, when one of the helicopters illuminates him in its searchlight, as those onboard tell the others he's injured. Undeterred, Batman fires his grappling

gun, latching onto the helicopter, and then appears to zip himself up towards it. One of the officers fires, as do all of the SWAT officers on the ground, but the bullets and shells rip through the figure to reveal it's nothing but his cape and cowl attached to a sawhorse stand tied to the grappling hook. Knowing they've been duped, the cops head around to the back, as the unmasked Bruce slides down a crane-line, leaps off the hook, and heads down an alleyway, with the entire police force right on his

tail. At one point, he jumps onto and climbs over a section of chain-link fence to reach the end of the alley. There, Andrea pulls up in her car and he ducks into the passenger seat. She flies down the road right as the officers reach the spot, with them and Bullock watching Batman escape in frustration.

Andrea drives Bruce back to Wayne Manor, where Alfred bandages him up. She then tells him how she and her father had to flee to Europe to escape the wrath of Valestra and his gang after Beaumont embezzled money from them, but that paying them back wasn't enough, leading Bruce to suspect that her father is the Phantasm. She says she came back to Gotham in order to find and stop her father, then apologizes for again coming into his life and making things more complicated. Despite her tears and her attempt to leave, Bruce isn't exactly sorry

about her being back and the two of them share a passionate kiss that seems to lead to a whole night of it. The next morning, Bruce tells her that, while he does want to be with her, eventually he's going to have to confront the Phantasm, to which she responds, "Daddy doesn't matter anymore." After she leaves and they promise to see each other again that night, Bruce, after telling Alfred that he may give up being Batman once this ordeal is over, is horrified when he realizes that Valestra's chauffeur,

who's standing in the background of the significant picture, is the Joker. This leads into the scene where the Joker talks with Reeves, telling him that Batman isn't the one who's been knocking the old gang off and alludes to how he's come to suspect him. But when Andrea calls, the Joker gets a different idea about the Phantasm's identity, after which he poisons Reeves with his toxin, landing him in the hospital. There, Batman pays him a visit and interrogates him about why the Joker met with

him, leading Reeves to admit he sold Beaumont out to Valestra's gang after having helped them get out of town in the first place. The stress from all this causes the toxin to come back in full force, despite the relaxant the doctor gave Reeves, and he collapses into a laughing mess, while Batman leaves in disgust.

Batman heads to Andrea's apartment, entering through the window. He checks her bedroom closet but finds nothing there. However, he does find a golden locket on a dresser, which he opens to see a small picture of the two of them inside. The phone rings and, putting the locket back on the dresser, he picks it up. The Joker's voice comes through, saying, "Hello, anybody home? Listen, Boopsie, even though you never call and never write, I still got a soft spot for you. So, I'm sending you a fun gift, airmail! And there's no use jumping out the

the window this time, toots." Batman then looks out the window and sees a model airplane heading straight for the apartment, carrying a large bomb underneath it, as the Joker says, "The plane of the future is going to make you history." Batman quickly throws a projectile, exploding the bomb right outside the apartment, the force of which blasts him against the wall and knocks the phone over the edge of the dresser. Having heard the blast, the Joker laughs over the phone, jokes,

"Hello? Hello, operator? I believe my party's been... disconnected," and then cackles some more. Cut to outside the Gotham World's Fair, where Andrea stands, remembering the day she came home with a bag of groceries, only for the door to open and the chauffeur to step out. Horrified, she runs inside, yelling for her dad, and as the chauffeur picks an apple that tumbled out of the bag and munches on it, Andrea lets out a tortured scream upon finding her murdered father. This memory has Andrea shedding silent, mournful tears but she quickly wipes them away and heads into the park.

Inside the House of the Future, the Joker is preparing to call it a night with Hazel, when the Phantasm appears through the window in a cloud of mist. He comments, "I'm impressed, lady. You're harder to kill than a cockroach on steroids," prompting the Phantasm to remove the costume, revealing Andrea. He adds, "Gotta hand it to you, nice scheme. Costume's a bit theatrical, but hey, who am I to talk?", before swinging a punch, which she dodges. She blows some of her mist in his face, sending him recoiling against the wall,

choking on it, only to then spray some acid from his corsage. She shields her face with her claw and is forced to remove it when it starts burning the metal, giving the Joker the opportunity to punch her in the stomach, bop her on the back of the head, then knock her to the floor. He pins her, only for her to knee him in the groin, causing him to immediately recoil, making high-pitched groans, and she kicks him in the face. She gets up and approaches him, saying, "You're not smiling, Joker. I thought you found death amusing," to which he

says, "Me? Oh, no. You won't hear a giggle out of me," while pushing a button on the side of the kitchen counter, causing Hazel to laugh crazily and attack Andrea with her meat cleaver. She easily kicks the robot away, and when the Joker comes at her with an egg-beater, she does the same to him, knocking him up against the counter. She then gets on him and punches him repeatedly, as he seems to reach for another cleaver on the counter, only to instead grab a big tube of bologna and smack her

back with it. He runs and dives out the window, laughing maniacally, which echoes throughout the park. Andrea makes her way down to the ground, when the Joker's voice comments, "Well, if it isn't Smokey the Babe? Just in time to meet her biggest fan." On cue, an enormous fan across from Andrea starts up, creating a powerful vacuum that sucks her towards it, forcing her to grab onto the arm of a ride. The vacuum pulls her off, forcing her to then grab onto a flagpole just a few feet from the fan.

The Joker, in turn, uses a remote control to push the fan's force to maximum, just as Batman arrives on a motorcycle. Seeing what's happening, he heads towards the fan, the force of which manages to yank Andrea loose from the pole and suck her towards it. At the last moment, Batman allows the fan to suck up the bike, which destroys both of them. Batman and Andrea drop to the ground, while the Joker snaps his finger in frustration and runs deeper into the park.

After seeming to convince Andrea to leave, Batman chases after the Joker, who runs into the large, model city in the World of the Future. Not seeing his foe anywhere, Batman cautiously walks among the models, unaware that one of the "buildings" is following him. Wearing the tip of a skyscraper on his head, the Joker presses a button on a remote control that activates the miniature city, turning on lights inside the buildings and activating the vehicles on the ground, one of which hits the side of Batman's foot, as well as the monorail

train and some music (namely the Joker's actual leitmotif from the show). He then catches Batman off-guard and smashes the top of the building over his head, slamming him to the ground. He next attempts to stab him with the very tip of the spire but Batman moves in time to where the tip goes through his cape, after which he kicks the Joker in the face, knocking out a tooth and sending him careening backwards into one of the model buildings. Unfazed, the Joker wipes the blood off his face and pushes another button on the remote,

this time activating a squadron of four miniature biplanes. He then runs for it, while Batman learns these little planes are more lethal than they seem, as one slices him under the shoulder with its propeller. As he tangles with them, the Joker stands atop the monorail to reach a spot where he uncovers and throws a switch, activating a bomb in the oven back in the House of the Future. Batman gets swarmed by the planes before smashing one with his fist and snaring the remaining three in his cape, smashing them and permanently deactivating

them. The Joker, standing on the actual track through the exhibit, tells him, "You're too late, Batman! There are twenty miles of tunnels under this place, and they're all filled with high explosives! In five minutes, everything goes up!", before running down the track, laughing crazily. Batman chases after him, following the sound of his laughing outside, where he spots him wearing a jetpack. He rushes at him as he takes off, running up along one of exhibits and jumping off the nose

of a rocket statue and onto the Joker's back. He puts him in a headlock from behind, as they fly wildly through the sky and towards the ground. At one point, the Joker manages to turn the tables on Batman and tries to push him off, only to get punched. They fly back up and around, continuing to struggle with each other, the Joker telling him, "You're crazy! I'm your only chance to get out of here! Let me go or we'll both die!" Much to his horror, Batman's response is, "Whatever it takes."

He grabs him by the arm and pulls on his straps, sending them flying down and across the ground, back up, and through the top of a fake globe and out the bottom, crashing to the ground. Both of them lay there, completely spent and wounded, with the Joker commenting, "For once, I'm stuck without a punchline."

Andrea shows up and pulls the Joker up to her face. He says, "Okay. I give up. I surrendered already. Tell her, Batman." Batman, bloodied and bruised, warns Andrea that the place is about to explode and she has to get out, but she tells him, "No. One way or another it ends tonight," then adds, "Goodbye, my love." At that moment, the bomb up in the House of the Future detonates, destroying it and setting off all of the other explosives strewn through the place. As the blasts rip through the park and approach the three of

them, the Joker starts laughing more maniacally than he ever has before. He and Andrea disappear in a cloud of mist, Batman unable to reach them in time, when the globe explodes behind him and the ground underneath him collapses. He falls into the sewers and is swept down a tunnel, the current at the bottom taking him through a drainage pipe leading outside of the grounds, where he watches the last of the bombs go off. Later, in the Batcave, after Alfred consoles him over his inability to save

Andrea, Bruce spots something glistening in the darkness and finds it's the locket he saw in Andrea's apartment. This small token, proving that she's alive but that he won't see her again, only adds to his grief, leading into the sad ending for both of them (oddly, he was never cleared of the crimes the Phantasm committed, but that hardly seems to matter).

Along with the producers, directors, writers, and voice actors, another key member from Batman: The Animated Series involved with the movie was the late Shirley Walker as composer. As good as her various scores and leitmotifs for the series was, she really outdid herself with the music for Mask of the Phantasm, which is an epic, sweeping piece of work that perfectly emphasizes the darkness and tragedy of this story. While she reuses her version of Danny Elfman's Batman theme from the show, as the Joker's playful, circus-like motif, she also takes the former and makes it part of an amazing opening credits theme, one that opens with a dark menacing sound and voices chanting in what sounds like Latin (actually just various staff-members' names said backwards), only for the voices to then start singing in the melody of the Batman theme itself and ending a truly dark, somber-sounding version of the original instrumental theme. Walker makes great use of those voices throughout the score, having them accentuate the passage of time in the flashbacks and the often painful memories that come with them, as well as make certain moments, like the swarm of bats and Bruce becoming Batman for the first time, truly epic. The latter scene is especially amazing in how it's scored, with the notes to the Batman theme coming in first, followed by the singing voices when Alfred is taken aback at the sight of Bruce in the suit for the first time and as he walks by him into the dark. On the other end of the spectrum, the use of the singing during the scene where Batman is cornered and almost captured helps hit home the notion of the danger he's in. Walker also creates a very pretty love theme for Bruce and Andrea, which you hear in its full splendor in the flashback to Bruce's proposal and when he and Andrea rekindle their romance in the present, and her music for the action sequences keeps the energy up, while she also comes up with some great stuff for the creepier, suspenseful moments, particularly when the Joker poisons Arthur Reeves and you see his condition in the hospital. But it's in the movie's ending where Walker's music really shines, as she creates an epic finale for when the Gotham World's Fair explodes, which then turns tragic for when Batman is separated from Andrea and swept out past the park's grounds. Andrea's final moment on the cruise is scored softly and sadly, while the ending is a sort of reprise of the opening, accentuating Batman's sadness over what's happened, which transitions into a big grand version of the theme as he shucks it off and swings away when he sees the signal in the sky.

The ending credits play with a song by Tia Carrere called I Never Even Told You, and while it may seem strange to end such a movie with a soft, jazz number, if you listen to the lyrics, it is very much about lost love, about not taking chances when they're presented in front of you, and how they're now been lost forever, driven home by the lyrics, "I had to keep my feelings locked away/I couldn't whisper/No, I couldn't say/Now, I know this cost/My chances are lost/Like tears/Tears in the rain/Just washed away." Plus, besides its significance to the story, it's just a nice song all-around, sung very well by Carrere and with a soothing feel to it.

Have I made it clear how much I love Batman: Mask of the Phantom? It's no fluke that this became one of the most beloved titles associated with the DCAU, as it's just an amazingly well put-together movie. The story is well-told and multi-layered, the characters are all great and acted perfectly, with special mention going to Kevin Conroy, Dana Delany, and Mark Hamill, it's very well-designed and executed, there are a plethora of memorable scenes and sequences, it manages to have a harder, darker edge than the TV show, ever could, the music score is amazing, and not a second of its fairly short running time is wasted. Aside from some minor gaffes here and there (like Batman's name never being cleared), this is another movie I have no major problems with and would recommend to fans of Batman, animation, or just good story-telling.