When executives at Warner Bros, sat down two years ago to plot the third “Batman” installment, the mood was as dark and brooding as Gotham City during a crime spree.

Over the course of directing the first two “Bat” movies, offbeat auteur Tim Burton had taken the comic book tale from ominous to ominous, creepy and violent. The sequel was so dark and violent that parents’ groups lashed out at the studio, its product licensees and its promotional partner, McDonald’s Corp. Marketers cringed and retailers bristled as Batman product moved slowly off shelves; McDonald’s, the largest fast-food chain in the world, changed its film promotional strategy after criticism.

Warners faced the terrifying prospect that its most profitable franchise – worth billions of dollars in box office, ancillary and licensing deals around the world – was devolving from mainstream entertainment into a depraved cult attraction.

The studio made a decision: Batman would go into rehab.

When “Batman Forever” hits theaters on June 16, audiences will get what the studio hopes is a far more accessible film – this time directed by Joel Schumacher and featuring the goofy talents of Jim Carrey as the Riddler.

What audiences won’t see is how the studio solved the biggest riddle of all: How to put a veering franchise back on track.

Interviews with studio execs, marketing partners and talent involved in the film point to a carefully conceived strategy – starting with hiring Schumacher – designed to lighten up the film and, more immediately, to bring “Batman’s” cautious licensees back to the table for the third course.

“Batman” made $251 million domestically while “Batman Returns” took in $162.8 million domestically.

The marketing campaign for the film started quietly about a year and a half ago when Warner Bros, marketing mavens unveiled the new Batman characters to about 200 licensees on the Burbank lot. That event helped set the mood for “Batman Forever.”

Schumacher, producer Peter MacGregor-Scott and Warner Bros, marketing executives made a bold promise: The film would not be as dark as “Batman Returns.”

Repositioning the film

“Warner Bros, knew they had to change the whole positioning of the film. And they did that. That meeting set the stage early on that it was was going to be more fun,” said one attendee. “It was lighthearted, particularly with Schumacher joking around. He said – and we could tell because he’s very flamboyant – that it was going to be a more adventurous, entertaining Batman. He did the same thing at Toy Fair and the (Magic Apparel Show) in the summer in Las Vegas.”

Several Warner executives agree that one of the key ingredients was Schumacher. “We knew we had a problem,” says Warner Bros, worldwide consumer products president Dan Romanelli. “We knew that people felt the last film was kind of dark. We really turned around the feeling about Batman as a movie franchise, and Joel was key to that strategy.

“There was an effort for the retailers and licensees to meet him to understand his vision. We set the high water mark on the first Batman and it was an amazing success. The second was a disappointment comparatively. It was a significant challenge to get the licensees and retailers on board for the third one, and I give a lot of credit to Joel.”

“I’m sure there was endless strategizing in the corporate offices of Warner Bros., including picking me as the director, but I wasn’t privy to a lot of it,” said Schumacher, who came on board as director in June of 1993.

Try not to terrify

He said there was a conscious effort “not to have kids terrified. There are villians, scary moments and violence in ‘Batman Forever,’ but it’s comic-book violence. There was a conscious effort, but it wasn’t dictated. I didn’t go back and look at the other movies. I called D.C. Comics and got as many comic books from 1939 to the present as I could and immersed myself. I didn’t look at what Tim (Burton) did and try to do different. I wanted to do my own thing. I wanted to make a living comicbook.”

Warner Bros., meanwhile, began lining up its marketing materials. On Presidents Day weekend in February, the ads hit the street. A teaser one-sheet with the familiar Batman logo in black circled with a green neon Riddler question mark began gracing theater lobbies. It was created by Christopher Wagner and Maseeh Rafani at Warner Bros.’ in-house unit the Idea Place.

The one-sheet has been lauded by several marketers at competiting studios for adding a fresh spin to the old logo, but some exhibitors complained that the green-on-black poster was hard to see through the display case.

For the first time on a “Batman” movie, there was no teaser trailer. Warner Bros, decided to show audiences an unusually long 3-minute, 15-second trailer. Exhibitors said they and the audiences were suprised and delighted by the amount of footage they were seeing. That move also was critical in letting the public know that “Batman Forever” had shed its brooding image.

No length restriction

“We didn’t set a required length,” says Warner Bros, president of worldwide advertising and publicity Rob Friedman. “We wanted to introduce the characters…. We wanted to show that the movie was different from ‘Batman Returns,’ and that tone is consistent throughout all elements of the marketing campaign.”

But after time, exhibitors got restless with the same lengthy trailer. “I understood why they did it. There’s no mystique around Batman anymore; they had to do something different, and show everyone that the movie was something different. It was great the first time around, but then it was too long and made people crazy,” says one exhibition source. Warner Bros, recut a shorter, 2:27 trailer to accompany the opening of “Outbreak” in March.

Audiences will have to wait a few more weeks to get a glimpse at any more footage. The next trailer, also with a length of 2:27, won’t debut until May 12.

Troubles with talent

As the cast for “Batman Forever” came together, another potential problem emerged. Michael Keaton bowed out of doing the caped crusader for the third time. Enter Val Kilmer, a less familiar face to audiences.

Then there was trouble making a deal for Robin Williams, who was long considered to have the role of the Riddler. As Williams was pondering his next move, comedian Jim Carrey – coming off his success in “Ace Ventura: Pet Detective” – stepped into the role.

Warners’ ad guru Joel Wayne, the executive VP of creative projects who oversees the trailer and broadcast material, says that even with Jim Carrey, there was a question if the tone was changed enough. “I thought that because this was the third one, people might be sitting with crossed arms feeling that they weren’t going to be seduced. So I wanted to show more of the movie.”

As fears receded, promotional partners began coming aboard. Before it was over, Warner Bros, lined up media money commitments of about $45 million-$50 million from McDonald’s, Kenner Toys, Kellogg’s, vidgame company Acclaim Entertainment and Six Flags amusement parks, which also flooded the airwaves with TV support on “Batman Returns” in 1992. The return of McDonald’s was significant considering the heat it took in 1992 – and that the fast-food giant was irked at Warner Bros, for not matching media dollars with studio money as promised. On “Batman Returns,” Warner had matched McDonald’s only with ads for Six Flags.

This time around, McDonald’s spots start May 25 and then open wider on the 27th. Warner Bros. will start its spots the first week of June.

A similar ad spend

Winning back its promotional partners enables Warner Bros, to keep its pre-opening budget lower than usual. The studio is expected to spend about the same or slightly less than it did in 1992 on “Batman Returns.” No hard figures are available, but industry sources say that in 1992, the studio spent about $12 million, with around $8 million going to network and spot TV, $3 million in print and $1 million in outdoor.

The outdoor campaign, which launched in late April, has gotten high marks from several marketers at competing studios.

The colorful poster set, which consists of character shots of Batman, Robin (Chris O’Donnell), the Riddler, Harvey Two-Face (Tommy Lee Jones) and Dr. Chase Meridian (Nicole Kidman), was shot by noted photographer Herb Ritts, a friend of Schumacher’s.

But one Ritts photo never made it to poster: Two-Face’s girlfriends Sugar (Drew Barrymore) and Spice (Debi Mazar).

“We wanted to reflect the fun and color,” says Warner Bros, senior VP of worldwide creative advertising Michael Smith, who is responsible for the print and outdoor campaigns.

The posters appear to be a major hit. According to advertising and marketing sources at other studios, 20% of the posters currently out have been stolen from their bus shelter cases. A new composite poster featuring all the characters will launch Memorial Day.

Of course, come June 16 the posters, promotions and hype will all take a back seat to the film itself. And no one is more anxious than the director.

“There’s always a dark edge to Batman; it’s never going to be the Care Bears,” says Schumacher. “The juggling game was to make it dark enough to be Batman, but light enough to be a living comic book. I’ve achieved that for me, but I really hope that I achieved that for the people who come to see this.”