In Earth's future, a global crop blight and second Dust Bowl are slowly rendering the planet uninhabitable. Professor Brand (Michael Caine), a brilliant NASA physicist, is working on plans to save mankind by transporting Earth's population to a new home via a wormhole. But first, Brand must send former NASA pilot Cooper (Matthew McConaughey) and a team of researchers through the wormhole and across the galaxy to find out which of three planets could be mankind's new home.

The monstrous Penguin (Danny DeVito), who lives in the sewers beneath Gotham, joins up with wicked shock-headed businessman Max Shreck (Christopher Walken) to topple the Batman (Michael Keaton) once and for all. But when Shreck's timid assistant, Selina Kyle (Michelle Pfeiffer), finds out, and Shreck tries to kill her, she is transformed into the sexy Catwoman. She teams up with the Penguin and Shreck to destroy Batman, but sparks fly unexpectedly when she confronts the caped crusader.