Williams accepted the role of Harvey Dent in the first Batman with the expectation that he would play Two-Face in the sequel. The studio chose Tommy Lee Jones instead.

Williams was contractually entitled to play Harvey Dent, and an early draft of Batman Returns included the role. That character was later renamed Max Shreck and all of Dent's lines were given to him, and all Two-Face elements were removed.

Billy Dee Williams had tested for the role of Han Solo in the original film.