Beatty wears the caps of producer, director, and star, performing admirably on all fronts. One minor complaint: his Tracy is somewhat flat in comparison to the outstanding performances and makeup of the unique villains, especially Pacino. Stylistically superior, shot in only seven colors, the timeless sets capture the essence rather than the reality of the city, successfully bringing the comic strip to life. Madonna is fine as the seductive Breathless Mahoney, belting out Stephen Sondheim like she was born to do it. People expecting the gothic technology of "Batman" may be disappointed, but moviegoers searching for a memory made real will be thrilled.