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| Paul Williams | Swan |
| William Finley | Winslow/The Phantom |
| Jessica Harper | Phoenix |
| George Memmoli | Philbin |
| Gerrit Graham | Beef |
| Jeffrey Comanor | The Juicy Fruits/The Beach Bums/The Undeads |
| Archie Hahn | The Juicy Fruits/The Beach Bums/The Undeads |
| Harold Oblong | |
| Gene Gross | Warden |
| Henry Calvert | Nightwatchman |
| Ken Carpenter | Stagehand |
| Sam Forney | Stagehand |
| Leslie Brewer | Surfgirl |
| Celia Derr | Surfgirl |
| Linda Larimer | Surfgirl |
| Roseanne Romine | Surfgirl |
| Nydia Amagas | Dancer |
| Sara Ballantine | Dancer |
| Kristi Bird | Dancer |
| Cathy Buttner | Dancer |
| Linda Cox | Dancer |
| Jane Deford | Dancer |
| Bibi Hansen | Dancer |
| Robin Jeep | Dancer |
| Deen Summers | Dancer |
After record producer Swan steals the music of songwriter Winslow Leach and gives it to one of his bands, Leach sneaks into Swan's offices. Catching Leach, Swan frames him for dealing drugs, which lands him in prison. After Leach breaks out and again attempts to sabotage Swan's empire, an accident crushes his face. Leach then dons a costume and becomes the Phantom, intent on ruining Swan while saving singer Phoenix from a terrible fate.
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