After hearing Winslow Leach (William Finley) perform a song from his Faust rock opera, Phil Spector-ish impresario Swan (Paul Williams) decides that Winslow's opera would be the perfect debut attraction for his new rock palace, the Paradise. Swan steals the music and has Winslow imprisoned -- but not before Winslow meets aspiring songbird Phoenix (Jessica Harper). Jumping prison, Winslow breaks into Swan's Death Records factory to ruin the recordings, but a record press accident grossly disfigures him. Winslow then sneaks into the Paradise to sabotage Swan's show, disguising himself as the Phantom. Swan, however, cuts a deal with the Phantom to finish his cantata; he promises that Phoenix will sing it but then reneges, hiring prissy glam rocker Beef (Gerritt Graham). Determined to have Phoenix sing, the Phantom soon discovers just how far Swan will go to give the people what they want.