We begin with a picture of the Paris Opera House… the Opera Populaire…
in 1917 which is lit by a single small candle, and slowly fade into black and white reality.
There is an auction going on there, and we come in the same time as the now seventy year old Raoul (Patrick Wilson in makeup).
He enters in his wheelchair with the help of his assistants just as the auctioneer has finished
giving away an old poster of the house production of Hannibal to the old Meg Giry (Jennifer Ellison, also in makeup).
The next item up is an old papier-mache music box with a monkey playing the cymbals on top (important piece).
Meg and Raoul do a small friendly bidding war for it, but Meg eventually lets Raoul get it for thirty francs.
He muses on how well Christine was able to describe it to him (from what he says, we can figure out that she’s now deceased).
Next up for auction is an old chandelier which figures into the mystery of the
"Phantom of the Opera."
Parts of it have recently been fitted with electrical wiring, and the auctioneer gives the order to light it up.
It lights, and we journey back to 1870.

In 1870, we see the house rehearsing for Hannibal as the current opera manager,
M. Lefevre, is showing his replacements, Ms. Firmin (Ciarán Hinds) and Andre (Simon Callow)
around, interrupting rehearsal, much to the displeasure of the house star, Carlotta (Minnie Driver).
Lefevre points out Firmin and Andre as his replacements, but Carlotta storms off,
leaving Andre and Firmin to, as Lefevre puts it,"Grovel." After this, Madame Giry
(Miranda Richardson) comes along and starts directing the new guys around rehearsel.
At this point Raoul… looking young, strong, and impeccable… comes in and walks right past his childhood friend Christine
(Emmy Rossum). He doesn’t notice her, and Christine says to Meg (her best friend) that he likely forgot her,
but Meg thinks it more likely he just didn’t see her.
Raoul exits as quickly as he came in… not sure why… and the managers start touring the stage.
Andre notices one promising and one beautiful dancer… Meg and Christine (Emmy Rossum), respectively.
Lefevre points out that Meg is Madama Giry’s daughter and while Christine is really the daughter of a deceased Swedish violinist,
Madame Giry loves her like a daughter. Rehearsals continue, but with Carlotta still mad, they don’t get far.
Andre grovels some more and requests she sing a magnificent piece from Act Three of the opera,
"Think of Me." Carlotta "allows" it, turns to the conductor, M. Reyer, and starts to sing.
Before she can get too far, though, we see a shadowy figure cut some ropes,
and a backdrop falls to the stage on top of Carlotta. People yell at the stagehand,
Joseph Buquet (Kevin McNally), but Buquet says that there’s no one there, so it must be a ghost.
The ballet girls titter, and Carlotta storms off, followed by the chief tenor,
Ubaldo Piangi (Victor McGuire), who looks at the new guys and says, "Amateurs."
The managers ask if there’s an understudy, but there isn’t one. To top it off,
Madame Giry comes up with a note from the Phantom, welcoming the managers to his opera house and requesting that
they continue to leave box five open for him and continue paying him his salary of twenty thousand francs a month.
They scoff, but Giry just goes on saying that maybe with the vicomte de chagny (Raoul) as their patron,
they’ll be able to afford more.
Firmin rounds on her saying he wanted to publicly announce that at tonights show,
which now won’t happen in all likelihood. Just then, Meg volunteers Christine to fill in.
Christine reluctantly steps forward to audition, and…we fade to Christine singing "Think of me" on stage in a beautiful soprano.
Raoul (in box five--oops) sees her, recognizes her, and cheers louder than the rest of the house. While Christine finishes the song,
Raoul runs out to try to find some flowers for her.
Later, while the after party is going on, Christine is in a chapel lighting a candle for her dead father.
Meg comes in and asks where she’s been hiding.
Christine smiles and says that her father once told her that when he died,
he would send her the Angel of Music to help her sing perfectly ("Angel of Music").
Meg takes Christine back to her dressing room, where Madame Giry gives her
(Christine, I mean) a rose with a black ribbon around it.
Giry tells Christine that she sang very well and that, "He will be pleased."
Christine looks at the rose and wonders what it means and who sent it, though she seems to have a good idea…

Meanwhile, Raoul is trying to work his way away from Firmin and Andre,
who have a basket of flowers for Christine, or "their discovery." Raoul takes the basket,
and he and Christine have a little reunion ("Little Lotte").
She tells him about the Angel, and Raoul agrees that she has been visited and they should celebrate by goiing out to dinner.
Christine protests, but Raoul doesn’t listen and heads out, closing the door behind him.
After he leaves, we see a gloved hand insert a key into the lock in Christines door and turn it, shutting her in and everyone else out.
Inside, Christine is changing when an unexplainable wind starts blowing out the candles in the room.
She then hears the Phantom (her Angel, in case you haven’t guessed)
and she apologizes for wanting to go out with Raoul and begs him reveal himself ("The Mirror).
He does, appearing to her in the mirror, which she then seems to go through…
and emerges into a tunnel, where the Phantom (Gerard Butler) is waiting.
He takes her deep underground and across a lake
("The Phantom of the Opera") to his home beneath the opera, complete with swan shaped bed, mirrors, and a mannequin of Christine wearing a wedding dress ("The Music of the Night").
Upon seeing all this, Christine faints. The Phantom catches her and puts her in bed for the night.

Meanwhile, Meg is upstairs (well, I guess you’d call it that…) looking for Christine.
She gets into Christine’s room and notices a light coming from behind the mirror.
She pushes the mirror and finds the passage the Phantom and Christine were going down earlier.
She starts down it but is discovered by her mother.
They leave and on their way back overhear Buquet pretending to be the Phantom
and demonstrating how to fight off the Phantom’s Punjab Lasso ("Magical Lasso")
Madame Giry cautions him to be quiet, lest he get killed by the lasso.

At this point, we hop back to 1917.
We see Raoul holding the monkey tightly, and being wheeled out of the opera house.
He and Meg see each other and smile briefly before Raoul gets into his car and heads for home.

Back in 1870, Christine is awakened in the Phantom’s lair by a certain toy monkey.
She wanders around talking to herself about what happened last night, ("I Remember…").
The Phantom looks at her briefly and then goes back to writing some music (VERY important).
Christine approaches him slowly, and then innocently takes his mask off.
She screams, and is rounded upon by the Phantom (we don’t see his face yet).
He yells at her, but soon changes his tune (sorry) and says that he’s human inside
("Stranger than you dreamt it…"). She takes pity on him and returns the mask.
He replaces it, gets up, and then tells her that they have to get her back, because
"… those two fools who run my theater will be missing you."

Speaking of Firmin and Andre, they are outraged at the papers reports of Christine’s
disappearence and offended by notes to them from the Phantom ("Notes"),
one demanding his payment (for Firmin) and the other insulting Carlotta (Andre).
As if that weren’t enough, Raoul comes in with a note he thinks is from the managers
telling him to avoid seeing Christine, who is under the care of the Angel of Music.
As if THAT weren’t enough, Carlotta and Piangi come up with a note for her
(three guesses who wrote it and the first two don’t count)
that she thinks is from Raoul sayiing that Christine is going to be taking Carlotta’s place.
Andre and Firmin voice their hatred of all these notes when Meg and Madame Giry
come up saying that Christine has returned.
Giry also has another note. This one says that the Phantom has "…
now sent them several notes of the most amiable nature, detailing how my thater is to be run.
You have not followed my instructions. I shall give you one last chance.
" He commands them to put Christine in the lead role for that nights production of "Il Muto"
(Itailian for "The Mute") and put Carlotta in the silent role,
but in a vast appeal to Carlotta ("Prima Donna"), they refuse,
despite the confusion and outage and protestations of Raoul, Giry, and Meg.

That night, at the opera, things are going well for everyone ("Poor fool…") until the Phantom announces his presence.
Christine freaks, and Carlotta yells at her, gets her throat moistened…and then starts croaking,
since the Phantom switched water with some kinda salve or something.
Anyway, the managers say that the performance will continue in ten minutes with Christine in the lead role.
They then arrange for a set called "The Ballet" from act three to be performed,
and this happens while Buquet, who saw the Phantom earlier, pursues him across the rafters…
and ends up getting choked with the lasso and thrown onto the stage.
Christine and Raoul head for the roof and safety ("Why have you…")
where Christine tells Raoul what she saw beneath the opera ("Raoul, I’ve been there…").
Raoul comforts her and the two confess their love for each other ("All I ask of you").
They head back inside as a heartbroken Phantom swears revenge on the pair ("All I ask of you [reprise]")

We head back to 1917 for a minute and see Raoul leaving his house in the country,
still holding tightly to the musical monkey box.

Back in 1870, we have jumped six months ahead in time, to a new year’s masquerade ball ("Masquerade").
The Phantom hasn’t been seen in all that time, the opera is doing splendid business,
 and Christine and Raoul are happily engaged…until the Phantom crashes the party dressed
as Red Death and bringing with him a new opera
("Why so silent…") and insults for everybody (Piangi = too fat; Carlotta = can’t act;
Firmin and Andre = interfering idiots).
Raoul runs out to find his dueling sword, since the Phantom has brought his own sticker with him.
He gets back in time to see the Phantom snatch Christine’s ring away and vanish in a flash of flame.
Raoul dives after him and lands in a dark room full of mirrors, all showing the Phantom.
He tries to get the Phantom, but all he hits is air.
Suddenly, madame Giry comes up behind him and gets him out of there.
He convinces her to tell him what she knows of the Phantom.
She confesses that when she was a young girl in the ballet,
she visited a traveling circus and there saw a teenage boy who was locked in a cage
and was billed as some kind of freak show.
The night she was there, the boy broke loose, killing his master, and young Madame Giry helped the young Phantom to escape.
She hid him in the opera house, where he became a genius of sorts… architectural, musical, you name it.
However, as Raoul says, "…genius has now turned to madness"

In 1917, we see Raoul and the monkey being driven down a road when he observes a buck running alongside it.

In 1870, a few days after the party, Christine wakes up and sneaks past a sleeping Raoul, sitting outside her door.
She goes to a horsemaster and pays him to take her somewhere.
She goes to put on her coat when the horsemaster is knocked out.
Christine gets into the coach and heads for a graveyard, now being driven there by the Phantom. Meanwhile,
Raoul has woken up and borrowed a horse from the horsemaster and is chasing Christine’s carriage.
Christine arrives at the graveyard and pines for her departed father
("Wishing you were somehow here again") when she hears the Phantom speaking from somewhere
("Wandering Child").
Suddenly Raoul shows up and he and the Phantom have a pretty intense swordfight.
Eventually Raoul gets the better of the Phantom and is about to kill him when Christine begs him not to.
Raoul lets the Phantom live and he and Christine ride the horse back into Paris.
Meanwhile, the Phantom glares after them and says, "So be it…now let it be war upon you both…"

Back at the Opera, Raoul tells the managers that if they do what the Phantom wants them to,
they may have a chance to end this all and capture him…if they do it right.
Later, Raoul finds Christine in the chapel, where she begs him not to put her through this
"ordeal by fire," since she’s worried that if it doesn’t work, he’ll take her forever and never let her go
("Twisted Every Way").
Raoul tries to comfort her, but it seems to be cold comfort.

Later, the opera is underway with armed guards posted everywhere.
The audience doesn’t seem to think much of the production, but this is secondary. On stage,
"Don Juan" played by Piangi, is gloating about his next great conquest,
Aminta (Christine, of course). Don Juan heads offstage to let Christine come on unobserved,
but he is met by the Phantom and more importantly,
the Punjab lasso. The Phantom emerges back onstage in Piangi’s outfit and takes over the role,
singing "Past the Point of No Return,
" which now contains a double meaning for the Phantom/Christine relationship. Eventually,
 everyone who knows about the Phantom realizes that it’s him behind the mask,
and at the end of the song, as the Phantom lets his guard drop and asks Christine to marry him,
Christine rips off the mask, revealing a half young, half old and burned-to-a-red-tenderness
face which shocks everyone into action. Infuriated, the Phantom cuts one of the ropes holding
the chandelier up and disappears with Christine through a trapdoor just before the chandelier crashes,
causing a spread of panic and destruction.
Meanwhile, Raoul and Madame Giry and Meg have found each other,
and Giry says that she will lead Raoul to the Phantom’s lair, but she cautions Meg to stay behind.
Raoul and Giry leave, and Meg then proceeds to lead another group down to the Phantom’s lair.

While all this is happening, the Phantom is taking Christine down to his lair ("Down once more…").
He seems to have lost any restraint he once had, but still pities himself for,"…the wickedness of my abhorrent face!"
As they’re pursued by Raoul and the mob, the Phantom begs for pity from Christine. Meanwhile, the mob is descending
("Track down this murderer…") and Giry and Raoul have reached a point where she dare go no further.
Raoul thanks her and continues the descent on his own. He finds a pool beneath some kind of grate,
but as soon as he’s in the pool, the grate begins to lower.
He tries to get some wheel turning to raise it, but it won’t budge until the last second.
He gets out and keeps going down.

In the lair, Christine is outfitted in the wedding dress from before while a maskless Phantom readies the veil.
Christine begs him to stop, but he refuses, forcing her to accept, "an eternity of this before your eyes."
She says that it’s in his soul that the true distortion lies just as Raoul arrives.
He begs to be let in and is granted entrance.
The gate closes behind him and the Phantom advances slowly.
When they’re close enough to touch, the Phantom grabs up a hidden rope and ties Raoul to the
gate so that if the Phantom pulls on a rope he holds, Raoul dies.
Christine is forced by the Phantom to choose between living with the Phantom and saving Raoul
(which Raoul begs her not to do) or refusing and getting Raoul killed.
She hesitates, and then amazingly chooses the Phantom, being willing to show that he is not alone.
The Phantom smiles, but then when he hears the approaching mob,
he cries out and yells at Christine and Raoul to leave now, before it’s too late.
The Phantom heads for the toy monkey, which starts playing the tune we now know as "Masquerade." He sings along, and then turns to see Christine standing there. She steps over to him, and presses the ring into his hands, signifying a love for him as well as Raoul.
She heads back for Raoul and they exit the caves in the boat. The Phantom screams out and says,
 "You alone can make my song take flight…it’s over now… the music of the night!"
He gets up and starts smashing mirrors to avoid seeing himself clearly.
At last he lifts up a flap, smashes another mirror, and reveals a passageway behind it.
He steps through, dropping the tent flap behind him just as Meg and the crowd enter.
They search, but find nothing but the mask, which Meg holds tentatively in her hand…

In 1917, Raoul wanders to the grave of his recently deceased wife of almost fifty years, Christine.
He places the monkey on a ledge sticking out on it,
and then he notices something which was recently placed there… a rose with a black ribbon tied around it.
Christine’s engagement ring is tied to the rose with the ribbon, which was the ring Raoul gave her.
He looks around as if hoping to get a glimpse of the Phantom, but of course sees nothing.
The camera zooms in on the black and white rose, whose petals soon turn to red,
and this turns into a picture lit up by a single small candle,
which is then blown out by an unseen puff of wind…