Winslow Leach / The Phantom
- Played by: William Finley
- Anti-Hero: 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.
- Berserk Button: 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.
- Beware the Nice Ones: Winslow was generally pretty shy and retiring before becoming the Phantom— with the possible exception of his Berserk Button. After his imprisonment and disfiguration, though...
- Cheap Costume: Most of Winslow's costume was stolen from the Paradise's wardrobe.
- Disguised in Drag: 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.
- Dumb Struck: Due to the injuries to his throat, Winslow can only communicate in short, gasping noises— until Swan fits him with a portable voice synthesizer.
- Enemy Mine: More than prepared to cooperate with Swan if his music is played to his specifications. Not that Swan's interested in upholding his end of the bargain.
- Immortality Inducer: His contract and his life will continue for as long as Swan lives.
- Never Found the Body: After tumbling into the river, Winslow is presumed dead, which is why Phoenix doesn't believe he's the phantom.
- Took a Level in Badass: 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.
- Trauma Conga Line: 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.
- Played by: Paul Williams
- Been There, Shaped History: The opening narration states that "He brought the blues to England. He brought Liverpool to America. His band, the Juicy Fruits, single-handedly kicked off the nostalgia wave of the Seventies."
- Big Fancy House: Swanage.
- The Caligula: Swan loves making spur-of-the-moment decisions, often having stars hired, fired, reassigned, assassinated or subjected to Fates Worse Than To Death on the briefest of whims.
- Casting Couch: 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.
- Deal with the Devil: Talks both Winslow and Phoenix into accepting these kinds of bargains: Winslow's contract 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 gives Swan full ownership of her voice upon her demise. It's also revealed that Swan himself accepted a literal deal with the Devil when he was younger, giving up his soul in exchange for eternal youth.
- Faux Affably Evil: Charming, well-mannered, and repugnant in every sense of the word.
- Glamour Failure: Swan's eternal youth doesn't extend to photographs and recordings; as a result, he keeps up The Masquerade and his own reputation for mystery by having visiting journalists deprived of their cameras.
- Immortality Inducer: As long as the tape of his Faustian Bargain remains intact, he cannot die.
- Lack of Empathy: 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 Beef and Phoenix as an ideal means of drumming up publicity.
- Magically Binding Contract: The contracts that he, Winslow and Phoenix sign.
- 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. Plus, his Deal with the Devil was sparked by his fear of his face being ruined by old age.
- No Celebrities Were Harmed: His appearance, musical reputation, and control over his bands make him a thinly-veiled dark parody of Phil Spector.
- Politically Incorrect Villain: "Get this fag out of here", and also "You can sing it better then any bitch."
- Played by: Jessica Harper
- Casting Couch: Phoenix refuses to take part in Swan's audition orgies, which gets her thrown out.
- Corrupt the Cutie: Once he realises her potential, Swan gleefully seduces her in the hope of taking her voice for his own.
- The Smurfette Principle: The only female protagonist in the film.
- Played by: Gerrit Graham, Raymond Louis Kennedy (singing voice)
- Everything's Better with Sparkles: First time we see him he is wearing practicly pure sparkles, and then during "Life At Last" he has a silver rhinestone belt and is covered in gold flakes.
- His makeup is also pretty sparkly at times.
- Gold Makes Everything Shiny: His gold jacket, matching pants and matching shoes.
- Macho Camp: When he wants to be.
- Singing Voice Dissonance: Beef's deep rough singing voice is very different from his effeminate speaking voice.
The Juicy Fruits / The Beach Bums / The Undeads
- Played by: Archie Hahn, Jeffrey Comanor and Peter Elbling
- Break the Cutie: All, to some degree, but mostly Harold.
- Butt Monkey: 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 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.
- The Danza: 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.)
- Dope Slap: Harold gets one of these from Archie after trying to leave the "Upholstery" dress rehearsal.
- Force Feeding: Harold is force-fed a handful of uppers by Philbin after being caught trying the back out of a rehearsal.
- Looks Like Orlok: Their makeup as The Undeads is half-way between German Expressionism and Kiss.
- Metal Scream: During his stint as the leader of the Undeads in "Somebody Super Like You", Harold lets rip a few of these.
- My Significance Sense Is Tingling: 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.
- Nostalgia Filter: There first two bands are built on this.
- "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?"
- The Aggressive Drug Dealer: 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.
- Disproportionate Retribution: 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.
- The Svengali: 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 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!