Having defeated the Joker, Batman now faces the Penguin - a warped and deformed individual who is intent on being accepted into Gotham society. Crooked businessman Max Schreck is coerced into helping him become Mayor of Gotham and they both attempt to expose Batman in a different light. Selina Kyle, Max's secretary, is thrown from the top of a building and is transformed into Catwoman - a mysterious figure who has the same personality disorder as Batman. Batman must attempt to clear his name, all the time deciding just what must be done with the Catwoman.

After escaping with Newt and Hicks from the alien planet, Ripley crash lands on Fiorina 161, a prison planet and host to a correctional facility. Unfortunately, although Newt and Hicks do not survive the crash, a more unwelcome visitor does. The prison does not allow weapons of any kind, and with aid being a long time away, the prisoners must simply survive in any way they can.