June 20, 1997 | As the Batman movie series continues apace, things are getting entirely out of hand. It started out simply enough with just one brooding hero (played by Michael Keaton) duking it out with just one flamboyant villain (overplayed by Jack Nicholson). But as early as the first sequel, Batman Returns, the screen began to get too crowded. In the second Batmovie, we still had only one hero to handle the situation. Already, though, there were two super-villains - The Penguin (Danny DeVito) and Catwoman (Michelle Pfieffer) - and one supporting bad guy (Christopher Walken).

After Tim Burton walked away (or, depending on whom you believe, was pushed away) from the franchise, director Joel Schumacher assumed control for Batman Forever. The second sequel was noisier - and yes, livelier - than its predecessors. More important, however, it also continued the slow but steady population growth. True, we were back to just two major villains - The Riddler (the wild and crazy Jim Carrey) and Two-Face (the lovely and talented Tommy Lee Jones). But we also got a brand new sidekick for the brand new Batguy (Val Kilmer, whose fleeting appearance in the cape and cowl may forever mark him as the George Lazenby of the Batman series). Chris O'Donnell donned the mask and tights to play Robin, a.k.a. The Boy Wonder, and bringing this character aboard wasn't such a bad idea. After all, back in the days of the '60s Batman TV series, Robin always had a wonderfully subversive appeal for young viewers: Here was a teen-ager who got to punch out smart-ass grown-ups, and get away with it. Even so, adding Robin to the mix increased the number of characters with fair claim to on-screen time. Already, Batman was becoming a member of an ensemble, not the prime mover of the action.

Now we have Batman & Robin, the third sequel. And this time, the Caped Crusader, ably played by George Clooney of TV's E.R., often seems like a guest star in his own movie.

Don't misunderstand: Clooney isn't upstaged because he's a lightweight, or because he lacks the suavity to be a Bruce Wayne, or even because he simply doesn't cut it in the sculpted rubber Batsuit. Actually, Clooney is very engaging in both halves of the split personality, as Dark Knight and dashing playboy. He also manages to lighten up the character, so that, for once, the audience gets some sense of how much fun being a masked vigilante might be for a guy who can afford all the high-tech toys he needs for such a hobby. Clooney isn't nearly as vivaciously cheery as, say, Billy Zane in the title role of The Phantom, but he does have his moments. Best moment: When Robin (once again played by Chris O'Donnell) begins to bitch and moan about not having his own Robinmobile, Clooney's Batguy cracks, "This is why Superman works alone!"

But Batman never gets the chance to fly solo, or to devote his attention to one villain at a time, in Batman & Robin. Once again, we have three bad guys - two major, one minor. Arnold Schwarzenegger wears a full-metal body suit (and grabs top billing) as Mr. Freeze, a demented scientist who can turn props or people into solid blocks of ice. Big Arnie plays it relatively straight, even while flashing a fiendish grin and delivering bad puns on the order of "Keep cool, Batman!" And while his Mr. Freeze isn't nearly as much fun as Nicholson's Joker, and never seems as tragic as DeVito's Penguin, he's good for a few nasty laughs. The same cannot be said, alas, of Uma Thurman as Poison Ivy, the plant-loving villainess with the poison lips. Thurman tries very hard to camp it up like some bizarre hybrid of Mae West and Bette Midler, and the effort shows. Much as she did in A Month by the Lake, Thurman demonstrates once again that, whatever her other talents might be, broad comedy simply isn't her forte.

Poison Ivy's chief flunky is a chemically enhanced, intimidatingly muscular fellow named Bane. In the latter role, Jeep Swenson growls a lot and breaks quite a few things while wearing what appears to be the mask of a Mexican wrestling hero. But his primary reason for existing is to give toymakers a chance to sell yet another action figure to impressionable moviegoers.

And speaking of action figures: Alicia Silverstone is attractive and energetic as Batgirl, the latest addition to the family of Batman. Without the mask, she's really Barbara Wilson, the spunky niece of Alfred Pennyworth, Bruce Wayne's faithful butler, confidant and mentor. (By the way, it's about time that Michael Gough gets the credit he richly deserves for doing so much with so little as Alfred, a character he has played in all four Batman movies.) Barbara shows up to pay her Uncle Alfred a long-overdue visit, and sticks around to fill out a Bat costume that the ever-prepared Alfred already has manufactured for her. Even if you hold Batman & Robin to a logic no more demanding than that which prevails in most comic books, it still strains credibility that Barbara could assume super-heroic duties with so little training. (Yeah, sure, she knows some martial-arts moves, but I still didn't buy it.) But, then again, director Schumacher (returning for his second Batmovie) isn't guided by common sense. Instead, he's operating under an all-inclusive credo: "The more, the merrier."

There is, to be sure, a lot more of everything in Batman & Robin. More heroes, more special effects, more toys - and more noise. This is a loud and busy summertime blockbuster, designed for thrillseekers with extremely short attention spans. And yet, at several points during the second half, I found myself stealing impatient glances at my watch. Tim Burton's Batman epics may have erred on the side of ponderousness, but at least they were the product of someone with a distinct and unique artistic vision. Batman Forever and now Batman & Robin are the work of a very talented entertainer who is capable of making very fine movies (A Time to Kill, The Lost Boys, the under-rated Cousins), but who tends to go overboard when he tries to give ticketbuyers the most bangs for their box-office bucks.

The best scenes in Batman & Robin are the quiet ones that Clooney shares with Gough, as Bruce Wayne and Alfred discuss matters of life and death while worrying about Robin's future as a crime-fighting partner. (A nice touch: Robin spends most of the movie rebelling against his status as dutiful sidekick.) By the end of Batman & Robin, however, the Dynamic Duo has become a Dynamic Trio, and we're left with the unsettling suspicion that, in Batman adventures to come, the cast of characters will only grow larger. When Alfred quips that he'll "have to get a bigger cave," he means it as a joke, but it sounds almost like a threat. If there is another sequel, it might be a good idea for Joel Schumacher (or whoever else directs) to get back to basics. You really can have too much of a good thing. Or a Bat thing.