!!Winslow Leach/ the Phantom
-->''"Never sing my music again. My music is for Phoenix; only she can sing it. Anyone else who tries dies."''


A struggling young musician/songwriter, Winslow is introduced making a futile attempt to advertise his talents by playing at one of Swan's clubs... during the intermission. Doubly unfortunately, Swan overhears him playing, and orders his music stolen so that he can use it to open the Paradise; when Winslow tries to protest this, he's promptly framed for drug dealing and given a life sentence in Sing Sing, where he remains- up until he happens to hear his cantata playing on the radio. Following a rage-fueled escape and a traumatic scarring, Winslow finally makes his way to the Paradise, taking on the identity of the Phantom to take revenge on Swan.

* AntiHero: Type IV, at least once he becomes the Phantom. Quite apart from his various attacks on the Juicy Fruits and Beef, he also garrotes an innocent spotlight operator so that Phoenix will be properly lit.
* BerserkButton: He flies into a rage at even the ''suggestion'' that the Juicy Fruits should sing ''Faust'' instead of him; after his disfiguration, he changes his mind and decides that Phoenix would be better - and also escalates to killing anyone who tries to stop her.
* BewareTheNiceOnes: Winslow was generally pretty shy and retiring before becoming the Phantom-- with the possible exception of his BerserkButton. After his imprisonment and disfiguration, though...
* BreakTheCutie
* ButtMonkey
* CheapCostume: Most of Winslow's costume was stolen from the Paradise's wardrobe.
* DisguisedInDrag: In a particularly desperate attempt to interview Swan regarding his music, Winslow dresses up as one of the auditioning actresses and sneaks into Swanage. It doesn't work, and only nets Winslow a thrashing from Swan's bodyguards.
* DisproportionateRetribution: See the quote.
* DumbStruck: Due to the injuries to his throat, Winslow can only communicate in short, gasping noises-- until Swan fits him with a portable voice synthesizer.
* EnemyMine: More than prepared to cooperate with Swan if his music is played to his specifications. [[spoiler: Not that Swan's interested in upholding his end of the bargain.]]
* [[spoiler: ImmortalityInducer: His contract and his life will continue for as long as Swan lives.]]
* LovableNerd: At the beginning of the film.
* LoveAtFirstNote: With Phoenix.
* NeverFoundTheBody: After tumbling into the river, Winslow is presumed dead, which is why Phoenix doesn't believe he's the phantom.
* RoaringRampageOfRevenge
* StalkerWithACrush
* SympatheticMurderer
* TookALevelInBadass: Starts the movie as a soft-voiced dork and becomes a monstrous looking and sounding murderer and saboteur capable of breaking through a brick wall backed by a steel door.
* TraumaCongaLine: In the first half-hour of the film alone, he's ripped off by Swan, beaten up by Swan's bodyguards, framed for drug dealing, imprisoned at Sing Sing, where his teeth are pulled and replaced with steel prosthetics. Oh, and his escape ends with his face and vocal chords being ''crushed'' by a record press... which was set up to produce his own music. After that, getting shot in the leg and falling into the East River seems positively gentle by comparison.
* TwoFaced
* VaderBreath

!!Swan
-->''"You know how I abhor perfection in anyone but myself."''

Evil CEO and producer of Death Records, Swan is an expert at making hit records and exploiting his musicians for all they're worth. Arrogant, narcissistic, and always looking for a chance to drum up publicity, Swan has recently finished building the monumental Paradise concert hall, and is looking for the right music to open it with.

* BigFancyHouse: Swanage.
* BlondGuysAreEvil
* TheCaligula: Swan ''loves'' making spur-of-the-moment decisions, often having stars hired, fired, reassigned, assassinated or subjected to [[FateWorseThanDeath Fates Worse Than To Death]] on the briefest of whims.
* CastingCouch: Swan has orgies with auditioning actresses; however, it seems that the girls don't end up getting hired this way, and are only asked to come back for the sex.
* DealWithTheDevil: Talks both Winslow and Phoenix into accepting these kinds of bargains: Winslow's contract [[spoiler: keeps him immortal for as long as Swan lives, so he can continue writing music for Death Records without being put on a suicide watch]]; Phoenix's contract [[spoiler: gives Swan full ownership of her voice upon her demise.]] It's also revealed that [[spoiler: Swan himself accepted a literal deal with the Devil when he was younger, giving up his soul in exchange for eternal youth.]]
* FauxAffablyEvil: Charming, well-mannered, and repugnant in every sense of the word.
* [[spoiler: GlamourFailure: Swan's eternal youth doesn't extend to photographs and recordings; as a result, he keeps up TheMasquerade and his own reputation for mystery by having visiting journalists deprived of their cameras.]]
* [[spoiler: ImmortalityInducer: As long as the tape of his Faustian Bargain remains intact, he cannot die.]]
* LackOfEmpathy: Swan barely even notices the Phantom's car bomb detonating, and pays even less attention to the screams of people killed or injured in the explosion. Furthermore, he regards the on-stage assassinations of [[spoiler: Beef]] and [[spoiler: Phoenix]] as an ideal means of drumming up publicity.
* [[spoiler: MagicallyBindingContract: The contracts that he, Winslow and Phoenix sign.]]
* ManipulativeBastard
* MeanCharacterNiceActor
* TheNapoleon
* {{Narcissist}}: There's no denying that Swan adores himself, recording his every move on film and spending hours reviewing the footage. In an especially {{egregious}} case, the synthesized singing voice he gives Winslow is modeled on his own. [[spoiler: Plus, his DealWithTheDevil was sparked by his fear of his face being ruined by old age.]]
* PoliticallyIncorrectVillain: "Get this fag out of here", and also "You can sing it better then any bitch."
* SexDrugsAndRockAndRoll
* SharpDressedMan
* [[spoiler: SoulJar: The original film recording of his DealWithTheDevil, which secures his immortality.]]
* VillainWithGoodPublicity
* VillainousBreakdown: [[spoiler: When Winslow destroys the film, he loses both his charm and his cool, ultimately attempting to murder Phoenix on stage.]]
* VocalDissonance: On tape, Swan's normally mellifluous voice sounds warped and aged- [[spoiler: an early hint as to his true nature.]]

!!Phoenix
-->''"I'll do anything you want; I owe you everything. Just give me that crowd again."''

A young singer with hopes of becoming a star. Prior to his imprisonment, Winslow met her at the auditions for ''Faust'' and realized she would be perfect for the lead in his cantata- ultimately going so far as to kill anybody who opposed her rise to stardom. Unfortunately Swan, despising her perfection, has her demoted to back up singer. However, she finally gets her chance to sing after [[spoiler: Beef dies]]... and finds that she's prepared to do anything to earn the crowd's applause once again.

* CastingCouch: Phoenix refuses to take part in Swan's audition orgies, which gets her thrown out.
* CorruptTheCutie: Once he realises her potential, Swan gleefully seduces her [[spoiler: in the hope of taking her voice for his own.]]
* LoveInterest
* [[MasculineGirlFeminineBoy Masculine Girl]]
* NaiveEverygirl
* TheSmurfettePrinciple

!!Beef
-->''"I have been in this business a long time, and if I don't wanna do the show it's not because I've got stage fright. It's cause some creature from beyond doesn't want me to do the show!"''

A musician braught in to sing Winslow's cantata, after Phoenix was deemed "too perfect". Like most of Swan's musicians, Beef is hooked on drugs, although it seems that this time they didn't have to get him addicted themselves. He is narcissistic, superstitious and has the ability to turn either his manliness or girliness UpToEleven at will.

* [[spoiler:BuryYourGays]]
* CampGay
* EverythingsBetterWithSparkles: First time we see him he is wearing practicly pure sparkles, and then during "Life At Last" he has a [[GemEncrusted silver rhinestone belt]] and is covered in gold flakes.
** His makeup is also pretty sparkly at times.
* [[MasculineGirlFeminineBoy Feminine Boy]]
* FunctionalAddict
* GoldMakesEverythingShiny: His gold jacket, matching pants and matching shoes.
* MachoCamp: When he wants to be.
* SingingVoiceDissonance: Beef's deep rough singing voice is very different from his effeminate speaking voice.
* SingingInTheShower
* SmallNameBigEgo
* TheRockStar
* VanityIsFeminine
* WalkingShirtlessScene

!!The Juicy Fruits/ Beach Bums/ Undeads
-->''"I've gotta get out of here."''

Swan's band, answering to the names of Archie, Jeffrey and Harold. Swan constantly reforms their look to match current trends, reusing them as leads and backup singers wherever necessary- partly to save money, but mainly to capitalize on their sheer malleability, as "Upholstery" demonstrated. [[spoiler: They end up as the only surviving characters apart from Phoenix by the end of the film]].

* BreakTheCutie: All, to some degree, but mostly Harold.
* ButtMonkey: Out of all the characters, only Winslow outdoes them in terms of sheer bad luck. Not only does Harold end up getting strongarmed by Philbin during "Upholstery," the three of them only ''narrowly'' escape death when the Phantom detonates a bomb on the Paradise stage-- narrowly, in that Archie's seen wearing a cast on his arm afterwards; then Swan demotes them to backup singers, publicly denouncing them as "a reflection of the past"; then [[spoiler: Beef]] gets murdered right in front of them, causing Archie to faint in terror; finally, Phoenix upstages the entire production, leaving them apparently out of work.
** After the bomb, in addition to Archie's arm cast, Jeffrey sports a fingersplint and Harold has a neck brace and arm cast.
* TheDanza: Archie and Jeffrey are played by by Archie Hahn and Jeffrey Comanor. Harold was played by Peter Elbing, but this still counts as he went by the stage name Harold Oblong at the time (And was credited as such for this project.)
* DopeSlap: Harold gets one of these from Archie after trying to leave the "Upholstery" dress rehearsal.
* ForceFeeding: Harold is force-fed a handful of uppers by Philbin after being caught trying the back out of a rehearsal.
* MetalScream: During his stint as the leader of the Undeads in "Somebody Super Like You", Harold lets rip a few of these.
* MinorCharacterMajorSong
* MySignificanceSenseIsTingling: Harold attempts to back out of a rehearsal after sensing something wrong about the performance, though he eventually admits that his nervousness was due to a "ticking" he heard from somewhere nearby.
* NostalgiaFilter: There first two bands are built on this.
* RockTrio
* SpokenWordInMusic: In the Juicy Fruits number "Goodbye Eddie, Goodbye".
* SurferDude: The "Beach Bums" persona.
* VocalTagTeam: Each member sings lead on one of their three songs, while the other two provide backup.

!!!Philbin
-->''"You see Swan sittin' in that box up there? Well he doesn't show it or anything, but right now he's thinking "Why isn't Harold in the car?" Now, if he comes down here, do you ''really'' want me to tell him that it's not in the stars for you to ride off the stage in this car, Harold?"''

Swan's right hand man, Philbin's job encompasses a number of fields, including scounting for talent, managing bands, directing the actors and singers on the Paradise set, and enforcing Swan's orders.

* TheAggressiveDrugDealer: Justified; Philbin enforces drug use among Swan's musicians, both to keep them going during long performances, and to keep them from getting too rebellious.
* BadBoss
* DisproportionateRetribution: Has one of his former students "broken" by Swan-- all because she tried to take her career in a different direction. Ironically, Swan considers this treatment practically gentle.
* TheDragon
* FatBastard
* JerkAss
* TheSvengali: As Swan's talent scout, he spends a lot of time acting as this kind of mentor to up-and-coming stars. At the beginning of the film, he's introduced by complaining to Swan about how one of these stars has slipped the leash.
--> You know, it just seems like yesterday I found Annette in that church choir. I got her singin' lessons, I taught her how to dress, I got her her first club job, and I paid of a columnist-- he did a beautiful story on her; I told her who to be nice to, who to [[PrecisionFStrike fuck]], fed her the drugs to get her through the road tours... ''I'' made her record a hit! Then I sold her to you; you made her the biggest thing in rock. So ''now'' what does she do? She fires us, cancels her Vegas date, and she wants to give free concerts to starving Gook orphans. She was more than a piece to me! She was the light of my life! Now she's gone. {{Beat}} We sued her. We couldn't lose, we had her in an ironclad contract; it was a lock, it was over, it was closed. I even bribed the judge! He ruled against us, said we couldn't sign anyone to a life contract. He said we were a disgrace to the profession. A disgrace, he said! ''I'' was the one who made her the money-grubbing whore that she was, and he calls ''me'' a disgrace!