"Tim Burton did preliminary work on a third installment but Warner Bros. threw out Burton's plans after they realized the tone of the film was to be similar to Batman Returns, which, faced with criticism over the previous film's violence and dark themes they deemed too controversial and difficult to market. The studio decided the next film should be more "family-friendly". Michael Keaton was prepared to return for a third installment, even going so far as to show up for costume fitting. However, after Tim Burton was dropped by Warner Bros. (slated to co-produce in name only), Keaton left the series in July 1994, after being dissatisfied with the screenplay the new director, Joel Schumacher, approved. Warner Bros. then offered him $35,000,000 (one of the highest salaries offered to an actor at the time), but Keaton steadfastly refused. Keaton was subsequently succeeded by Val Kilmer in Batman Forever. In February 1996, Kilmer decided not to return for a sequel, feeling that Batman was being marginalized in favor of the villains. George Clooney was then cast as the new Batman in Batman & Robin."