His voice calls to her, nurturing her extraordinary talents from the shadows of the opera house where innocent chorus girl Christine Daae (EMMY ROSSUM) makes her home. Only ballet mistress Madame Giry (MIRANDA RICHARDSON) knows that Christine's mysterious "Angel of Music" is actually the Phantom (GERARD BUTLER), a disfigured musical genius who haunts the catacombs of the theatre, terrifying the ensemble of artists who live and work there.

When temperamental diva La Carlotta (MINNIE DRIVER) walks out in the middle of a dress rehearsal for the company's latest production, the theatre's eager new managers (SIMON CALLOW and CIARAN HINDS) have no choice but to thrust Christine into the spotlight.

Her mesmerizing opening night performance captivates both the audience and the Phantom, who devotes himself to casting his protégé as the opera's next star. But he is not the only powerful man to be awed by the young soprano, as Christine soon finds herself courted by the theatre's wealthy patron, the Vicompte Raoul de Chagny (PATRICK WILSON).

Though she is enthralled by her charismatic mentor, Christine is undeniably drawn to the dashing Raoul, enraging the Phantom and setting the stage for a dramatic crescendo in which soaring passions, fierce jealousies and obsessive love threaten to drive the fated lovers past the point of no return.

Warner Bros. Pictures presents, in association with Odyssey Entertainment, a Really Useful Films / Scion Films production of a film by Joel Schumacher, The Phantom of the Opera, starring GERARD BUTLER, EMMY ROSSUM, PATRICK WILSON, MIRANDA RICHARDSON and MINNIE DRIVER.

Directed by JOEL SCHUMACHER from a screenplay by ANDREW LLOYD WEBBER & JOEL SCHUMACHER, the film is produced by ANDREW LLOYD WEBBER. The executive producers are AUSTIN SHAW, PAUL HITCHCOCK, LOUISE GOODSILL, RALPH KAMP, JEFF ABBERLEY, JULIA BLACKMAN and KEITH COUSINS. The co-producer is ELI RICHBOURG.

The director of photography is JOHN MATHIESON; the production designer is ANTHONY PRATT; the film is edited by TERRY RAWLINGS, A.C.E.; the costume designer is ALEXANDRA BYRNE; the visual effects supervisor is NATHAN MCGUINNESS; and the choreographer is PETER DARLING.

The music is by ANDREW LLOYD WEBBER, lyrics by CHARLES HART, and additional lyrics by RICHARD STILGOE. The music co-producer is NIGEL WRIGHT. The music supervisor and conductor is SIMON LEE. Originally produced for the stage by CAMERON MACKINTOSH & THE REALLY USEFUL GROUP. Based upon the novel "Le Fantôme de l'Opéra" by GASTON LEROUX. Stage play directed by HAROLD PRINCE.

This holiday season, Andrew Lloyd Webber, director Joel Schumacher and Warner Bros. Pictures will proudly present The Phantom of the Opera, the highly anticipated film adaptation of Andrew Lloyd Webber's celebrated stage musical.

Based on Gaston Leroux's novel The Phantom of the Opera, Lloyd Webber's musical phenomenon is the largest grossing stage or screen production in the world, having garnered worldwide box office receipts over $3.2 billion.

Since its debut in London's West End at Her Majesty's Theatre on October 9, 1986, the enduringly popular musical has reached an estimated audience of 80 million people. More than 65,000 performances of Phantom have been staged for theatergoers in 18 countries around the world. In August of 2003, the show marked its 7000th performance. Productions of Phantom have earned over 50 major awards, including three Olivier Awards, seven Tony Awards, seven Drama Desk Awards and three Outer Critic's Circle Awards.

The first Broadway production of Phantom opened at New York's Majestic Theatre in January of 1988, and has since gone on to become the second-longest running musical in Broadway history (after Lloyd Webber's Cats), playing to more than 10.3 million people. Current productions on Broadway at the Majestic, in London at Her Majesty's and the United States tour continue to set records, thrilling audiences and garnering critical acclaim.

Released in 1987, the musical's original cast recording, featuring performances by Michael Crawford as the Phantom and Sarah Brightman as Christine, is the biggest selling cast album of all time, having sold over 40 million copies. It was the first cast album in British musical history to enter the charts at number one, and has since earned gold and platinum status in both the UK and the United States.

A testament to Phantom's enduring popularity is a plan, currently in the works, for a permanent theatrical installation of the musical, to be housed at the Venetian hotel-casino in Las Vegas, Nevada. In the spring of 2006, a 90-minute version of the show will open in a brand new, $25 million state-of-the-art theatre, designed and built specifically for the musical production. The Venetian's Phantom will boast a ground-breaking series of cutting-edge special effects, including an onstage lake and an exploding replica of the Paris Opera House chandelier.

Long awaited by Phantom fans, director Joel Schumacher's sumptuous film adaptation takes audiences beyond the boundaries of theatre and immerses them in a vibrant world of high romance, soaring music, riveting suspense and drama, while introducing the powerfully compelling story to a new generation of movie-goers.

Originally published in 1911, Leroux's novel has inspired numerous film and television versions of the bewitching tale, which tells of a disfigured musical genius who haunts the catacombs of Paris' preeminent opera house and finds himself transfixed by Christine, his beguiling young muse. "Andrew's version presents the Phantom as more of a tragic lover and a sensitive romantic, not just a creature of horror to be feared," Schumacher observes. "He also made the Phantom's relationship with Christine much more of a love affair than it is in the original story."

"Phantom is a very personal piece in my career," says Lloyd Webber, the legendary producer-composer of such renowned musicals as Jesus Christ Superstar, Evita, Cats, Joseph and the Amazing Technicolor Dreamcoat, Starlight Express, Aspects of Love and Sunset Boulevard. He is also the recipient of seven Tony awards, three Grammys, a Golden Globe and an Academy Award (for Evita).

After taking Phantom to Broadway in 1988, Lloyd Webber approached Schumacher about helming a feature film version of the musical, having been impressed by the director's blockbuster vampire thriller The Lost Boys. "I thought Joel had an incredible visual sense and his use of music in the film was exceptional," Lloyd Webber recalls. "One of the great joys of collaborating with Joel is that he has a great ear for music; he really gets it, he understands how the music drives the story."

In the wake of his divorce from Phantom star Sarah Brightman, the talented singer-actress who originated the role of Christine and served as Lloyd Webber's muse during the creation of the musical, the composer decided to postpone production of the film. At various stages in the years following, Lloyd Webber asked Schumacher to collaborate on the adaptation, but the director was unavailable, busily helming a diverse array of hit films including Batman Forever, A Time To Kill, The Client, Falling Down and Phone Booth.

Fate and good timing finally collided in December 2002, when the old friends met for dinner in London and Lloyd Webber proposed they join forces to launch the long-awaited production. "I had just done a series of gritty, more experimental films than the mainstream blockbusters I'd been associated with in the past," Schumacher says of his films 8mm, Flawless, Tigerland, Veronica Guerin and Phone Booth, which he shot in a mere twelve days. "Phantom seemed as far from twelve days in a phone booth as I could get. I've done so many different genres, but never a musical. It seemed like a huge challenge and I like that."

Schumacher says it was the Phantom characters that initially attracted him to the "extraordinarily cinematic" project in 1988, and drew him back to it once again. "One of the reasons this tragic love story has been part of our culture since Gaston Leroux wrote his novel is because we identify with the Phantom," he believes. "The Phantom is a physical manifestation of whatever human beings feel is unlovable about themselves. He is a heart-breaking character – much like the hunchback of Notre Dame and the Beast in Beauty and the Beast."

The director was also compelled to make the film because "there are millions of people who cannot afford to see Phantom in a legitimate theatre, and many people don't live in an area where they can get to a theatre where the musical is playing. Think about films like The Sound of Music, West Side Story and Chicago. How many people have actually seen The Sound of Music on the stage, compared to the millions who have seen the film? There are people who love Andrew's music, and people who have always wanted to see Phantom onstage, and now they'll have the opportunity to see a version of it."

In adapting their screenplay from the musical's book, Schumacher and Lloyd Webber delved further into the backstories of several key characters and incorporated the backstage world of the opera house into the main story. "In the stage musical, we touch on the Phantom's childhood, but we don't visually go back in time to explore it as we do in the film," Lloyd Webber explains. "It's a very important change for us, because it makes the Phantom's plight even more understandable."

"The stage show concentrates on the Phantom, Christine and Raoul," Schumacher elaborates. "Not only did we want to give the audience more insight as to how each of these characters arrived at the opera house, we also wove the backstage activity – the plasterers, prop makers, wig makers, scenic artists, dancers and singers – into the fabric of the story."

Schumacher attributes his rewarding collaboration with Lloyd Webber to a mutual trust and respect developed over the course of their fifteen year friendship. "We have a very good marriage creatively because I take care of the filming and he takes care of the music," he explains. "Like a lot of very intelligent people, Andrew doesn't pretend to know about things he doesn't. He's an expert on music, so he focused his brilliant talent on the musical aspects of the film, and he gave me an enormous amount of freedom and his full support to create what I thought should be done with the material."

For Lloyd Webber, the long-awaited adaptation of his deeply personal theatre phenomenon has yielded truly satisfying results. "The film looks and sounds fabulous and I think it's an extraordinarily fine document of the stage show," he enthuses. "While it doesn't deviate much from the stage material, the film has given it an even deeper emotional center. It's not based on the theatre visually or direction-wise, but it's still got exactly the same essence. And that's all I could have ever hoped for."

For director Joel Schumacher and producer-composer Andrew Lloyd Webber, casting their film version of Phantom proved to be an exceptional challenge.

Schumacher envisioned the film as a sexy young love story, and set out to cast fresh new actors in the principal roles. This was especially vital in casting Christine, a naïve, orphaned teenager who believes the Phantom's voice calling to her from the shadows of the opera house is the "Angel of Music" her dying father promised to send her.

"Part of the beauty of the character is her innocence, her attachment to her father and her belief that the Phantom might actually be a representation of him from beyond the grave," Schumacher notes. "We needed to find a young woman who could exude a genuine youthful innocence and longing, and at the same time, we had to find two wildly charismatic actors to play the two men she is torn between."

"One of Joel's trademarks is that he finds talented young actors who are just about to break through," says Lloyd Webber, who entrusted the acting aspect of the casting process to Schumacher while he strived to achieve the perfect "vocal balance" between the candidates who demonstrated they possessed the vocal chops to perform his libretto of sophisticated songs. "It was absolutely crucial that we have people who could really sing," he emphasizes, "because song drives the entire piece."

Set in Paris in 1870, The Phantom of the Opera tells the story of a disfigured musical genius who terrifies the denizens of the Opera Populaire, the city's premiere opera house. When he falls fatally in love with Christine, the Phantom devotes himself to creating a new star for the Opera, exerting a strange sense of control over the young soprano as he nurtures her extraordinary talents.

The role of the eponymous Phantom demanded an actor who radiates a charismatic intensity. "We needed somebody who has a bit of rock and roll sensibility in him," Lloyd Webber says. "He's got to be a bit rough, a bit dangerous; not a conventional singer. Christine is attracted to the Phantom because he's the right side of danger, so we had to find an actor who could deliver that vocal quality."

The filmmakers found the myriad qualities they were looking for in Gerard Butler, best known to American audiences for his starring role opposite Angelina Jolie in the 2003 blockbuster Lara Croft Tomb Raider: The Cradle of Life. "Gerry Butler has got a great rock tenor voice," Lloyd Webber praises.

"I saw Gerry Butler in Dracula 2000 and he had such incredible screen presence, I wanted to meet him," Schumacher recounts. "He's a wonderful actor and I knew he would make a stunning Phantom."

Butler was not familiar with the stage production when Schumacher initially approached him about the role, so he listened to the original cast recording while reading the screenplay for the first time. "It just blew me away. By the end of the script, I had tears streaming down my face," says the actor, who has since seen the musical in London and on Broadway. "I really identified with the character of the Phantom, with his passion, his longing and artistry, as well as the pain and isolation he's felt all his life.

"I think that's why Phantom is such a powerful piece, because people identify with his pain," Butler muses. "The older you get, the more you develop baggage in your life – things you don't want to let go of, things you fear that if you open them up to the world, the world will find you repulsive and ugly."

To prepare for his audition for Lloyd Webber, Butler took singing lessons on the sly, and rehearsed with Phantom musical director Simon Lee. Butler recalls his moment of truth: "Suddenly I'm standing in front of Andrew Lloyd Webber, in his house. Simon was playing the piano, reminding me to breathe, and I thought, I'm about to sing 'Music of the Night,' one of the most famous songs of all time, for the composer. My legs started shaking."

Butler continued his voice training throughout production, in concert with movement classes. "I needed to find a voice and a way of movement for the Phantom to 'bring down the character,'" he explains. "Because we were making a movie and not a stage show, many aspects of the character had to be more grounded in reality and less melodramatic, less theatrical, and more real and human."

The Phantom's mask, an iconic image from the stage production and a crucial component of his character and the story, hides a grotesque medical condition that left him abandoned by his family as a child, shunned by society and relegated to the role of sideshow freak. Butler conducted research into physical deformities to better understand the character, but his experience wearing the Phantom's prosthetic makeup – a process that took four and a half hours to apply – gave him plenty of practical experience upon which to draw. "I was amazed and upset by the looks I got just walking around the studio. I wanted to say What's your problem? What are you looking at? It illuminates the ugliness and the beauty that exists within each of us, and that's what this story represents to me."

Casting the part of the gifted young chorus girl Christine Daae proved to be another challenge for the filmmakers, as the character calls for an actress who can exude a genuine innocence yet command a sophisticated vocal prowess. As Schumacher prepared to screen test a handful of potential Christines, he met with Emmy Rossum, a then-sixteen year-old actress who delivered a memorable performance as Sean Penn's murdered daughter in the Oscar winning drama Mystic River, and played the young Audrey Hepburn in ABC's 2000 telefilm The Audrey Hepburn Story.

"Lightning struck when we found Emmy," Schumacher enthuses. "Not only is she an exquisite actress, but Emmy has trained at the Metropolitan Opera since she was seven. She came in at the last second and almost didn't screen test because she had to go to a family reunion in Las Vegas. I had to talk her out of it!"

"We met on a Thursday, and Joel said 'Can you be in New York on Saturday for a screen test?'" recalls Rossum, who had just wrapped her starring role in the disaster epic The Day After Tomorrow. "Then about a week later I went to sing for Andrew at his house, which was very nerve-wracking! I was warming up with the accompanist when Andrew walked into the room, sat down without introducing himself and said 'Shall we?'"

As she proved at her audition, "Emmy has got a fantastic voice," Lloyd Webber attests.

To prepare for her role, Rossum took dance lessons, toured the famed Garnier Opera House in Paris, on which the Opera Populaire is loosely based, and visited the Musée D'Orsay to study Degas' paintings and sculptures of ballerinas, many of which were based on the dancers from the Garnier Opera company. "The biggest challenge for me was finding a balance between my voice and my acting," Rossum says. "It was important that my acting be at the same level as it would be in a normal film, so I had to find a place at which my voice and my acting meshed in a way that felt natural."

Rossum sees Christine as a lonely soul looking for the love and protection her father provided before his untimely death. "Christine is so desperate to find a sign of her father's love that when she first hears the Phantom's voice, she desperately wants to believe he is the 'Angel of Music' her father promised to send her. She discovers that they are kindred spirits, as he is lonely and damaged as well. Their relationship begins as one of great affection and admiration because they inspire one another artistically. But as Christine begins to mature and become a more confident young woman, the Phantom starts looking at her differently."

Indeed, the Phantom falls obsessively in love with Christine – as she is falling for the Vicomte Raoul de Chagny, the Opera Populaire's wealthy new patron and Christine's childhood sweetheart. "All the Phantom wants is a companion, someone who understands him, someone to talk to," Butler says. "He has become accustomed to rejection, but there's one rejection that he can't take and that is from Christine, because she has become the sole focus of his life. As he watches her become drawn to Raoul, the Phantom is increasingly blinded by his rage and desire. He thinks that if he can just write this opera for her, then she'll love him, or if he can bring her to his lair, make her see his world, then she'll finally understand him."

"I think Christine's relationship with Raoul is her romantic awakening as a teenager, but her pull towards the Phantom is a very sexual, very deep, very soulful union," Schumacher suggests. "Perhaps if he wasn't disfigured and hadn't become as violent and as insane as he became, then perhaps someday they could have been together. What Emmy does so beautifully in her performance is that she always meets his disfigurement with compassion."

In the role of Raoul, the filmmakers cast Patrick Wilson, star of Broadway's Oklahoma! and The Full Monty, and an Emmy nominee for his performance in the HBO miniseries Angels in America. "I had seen Patrick on the stage and I knew he sang beautifully," says Schumacher. "He's a very talented actor and he has the voice of an angel."

Lloyd Webber was familiar with Wilson's Broadway pedigree when the young actor traveled to London to audition for him. "Patrick is one of the great natural lyric tenors from the theatre. I mean, he was Curly in Oklahoma!"

Wilson's turn as Raoul represents a more dynamic version of the character than audiences have seen in the theatrical production. "In the stage show, Raoul has a very minor role in the love triangle, but in the film, we made him a very aggressive, swashbuckling romantic hero," the director notes. "He's even more appealing to Christine – and a greater threat to the Phantom."

"The role has been even more dynamic and challenging than I anticipated," says Wilson, who underwent a five hour prosthetics process to age him to 70 years old for sequences that take place in 1919. "I ride bareback in the movie, which is an experience unlike any other, but that's what I wanted. I didn't want to cheat anything; I wanted to convey the zest for living that people had then. In those days lives were lived very dramatically. You died young, so when you found love, you went after it."

Versatile actress Miranda Richardson, an Academy Award nominee for her roles in Tom & Viv and Damage, plays Madame Giry, the ballet mistress who knows more about the mysterious events at the Opera Populaire – and the Phantom – than she cares to reveal. "Miranda has been one of my favorite actresses ever since I saw her in Dance With a Stranger," Schumacher says. "I can't say enough about the brilliance she brought to the role of Madame Giry."

By expanding Madame Giry's role in their screenplay, Schumacher and Lloyd Webber provide further insight into the Phantom's turbulent backstory. "Madame Giry is instrumental to why the Phantom is in the opera house in the first place," says Richardson, who first received international acclaim for her memorable performance in the hit 1992 thriller The Crying Game. "The Phantom's life is very theatrical, and there's an element of that that she adores. The Opera Populaire is her world, her family, her life.

"In the stage show, Madame Giry is very rigid, very harsh with the ballet girls, and she looks a bit like an exclamation mark," Richardson continues. "But she is also a romantic and quite passionate, and I talked to Joel about showing more of this aspect of her in the film."

"I wanted to tell the audience more about Madame Giry's relationship with the Phantom, because it's always been kind of a mystery," the director says. "When I met with Miranda to discuss the role, it was the only meeting I've ever had with an actress where I felt she was auditioning me. She had a list of about a hundred questions that she asked me, and I loved it."

"I was attracted to the idea of working with Joel, especially on a project as lavish and lush as Phantom," the actress reports. "I like to have that sense of working on a set and occasionally being struck dumb at the scale of what's around me."

Having no classical dance training herself, Richardson participated in ballet classes with other members of the ensemble. "I felt it was important to know what the rigour of that world is," she says. "Even though Madame Giry doesn't dance solo any more, she's running a company, and she has a great deal of knowledge and respect for the discipline."

The only member of the Opera ensemble whose larger-than-life persona threatens to eclipse the Phantom's menacing presence is the company's temperamental diva-in-residence, La Carlotta. Minnie Driver, the talented actress known for her performances in the Oscar-winning drama Good Will Hunting and NBC's Emmy-lauded comedy Will & Grace, portrays the volatile Italian soprano.

"In 1870, the diva of the opera house had the presence and effect of David Beckham, Madonna and Kylie Minogue all rolled into one," says Driver.  "Carlotta is a huge presence, and in her mind everybody else exists as a satellite around her."

Though a talented singer in her own right, Driver did not perform her own singing for the film – her part was voiced by professional opera singer Margaret Preece, who has performed the role onstage. Driver did, however, create additional dialogue in Italian to improvise Carlotta's vituperative rants. "I channeled my inner diva!" she says with a laugh. "When we discussed the character, Joel said 'Nobody ever paid to see under the top.' He pretty much just wound me up and let me go!"

"I could tell that Minnie would be great, but she even surprised me and I think herself with how fantastic she really is," Schumacher says. "Some of her best moments are ad-libbed because she has a wonderful sense of humor. Minnie was perfect for this role – she is funny, statuesque and out-diva'd the divas."

The Opera Populaire's enterprising new managers, Gilles Andre and Richard Firmin, arrive at the theatre during the dress rehearsal for the company's production of the epic opera Hannibal to find Carlotta threatening to walk out before the curtain is raised for the opening night performance. And that's not all that awaits them: an ominous letter from the Phantom threatens grave consequences should the new management fail to meet his various demands.

Accomplished character actors Simon Callow (Shakespeare in Love) and Ciaran Hinds (Road to Perdition) play theatre buff Andre and the business-minded Firmin, respectively. "Andre is interested in the artistic and cultural side of the theatre, whereas Firmin is more involved in getting bums on seats," says Hinds, who co-starred with Cate Blanchett in Schumacher's 2003 thriller Veronica Guerin. "Joel told me to think of Firmin as a used car salesman, slightly flashy and over-dressed."

"Andre and Firmin are bound like Siamese twins," Callow adds. "They made their money in scrap metal and are rather excited to be buying themselves into the world of the theatre, but like many people before them, they come to regret it."

Rounding out the Phantom cast are James Fleet (Sense and Sensibility) as the retiring theatre manager Lefevre; Victor McGuire (Lock, Stock and Two Smoking Barrels) as the grand baritone singer Piangi; and Jennifer Ellison (Brookside) in the role of Christine's young friend Meg Giry.

The original cast recording of The Phantom of the Opera has sold over 40 million copies worldwide and is the biggest selling cast album of all time. It was the first cast album in British musical history to enter the charts at number one, and has since garnered gold and platinum status in both the UK and the United States. The stirring melodies and vibrant score have earned producer-composer Andrew Lloyd Webber and his collaborators countless awards and acclaim.

"Andrew has entertained millions of people all over the world," says director Joel Schumacher. "Phantom has one memorable song after the other, with some of the most beautiful melodies he's ever written. And Charles Hart's lyrics are quite stunning."

"This music is so incredibly moving and powerful," adds Gerry Butler. "I've heard it so much now, and yet it never fails to move me."

As infectious as Lloyd Webber's Phantom compositions are, the songs are actually quite sophisticated and difficult to sing properly. "The preparation I had from the Metropolitan Opera was invaluable," says Emmy Rossum, who began training at the famed New York opera house at the tender age of seven. "I couldn't have done it without the discipline that was instilled in me at the Met."

The feature film version of Phantom presented Lloyd Webber with the opportunity to re-visit the original recordings and, supported by a healthy budget, he realized that he could afford to produce a full orchestral version of this much-loved score. The project also offered him the chance to write a completely new song and several major sections of underscore to complement the screenplay. This was familiar territory, as Lloyd Webber wrote the scores for several films early on in his career, such as The Odessa File and Gumshoe.

In order to help realize his musical vision for the film, Lloyd Webber turned to his trusted team: music co-producer Nigel Wright and music supervisor Simon Lee. Wright has worked with Lloyd Webber for over fifteen years, producing cast albums and video soundtracks, including the soundtrack to the award-winning 1996 film Evita. But, as Wright explains, "Phantom is the one we've all been waiting years to do. This is the big one!"

The lengthy Phantom audition and casting process – and Lloyd Webber's resolve that the cast be capable of singing their roles to a first class standard – required music supervisor Simon Lee to begin his involvement in February 2003, seven months before shooting began. Lee worked with all the principal actors, ensuring that their singing ability met Lloyd Webber's impeccable standard. Lee sees his involvement at every stage as fundamental to maximizing the abilities of the cast, in particular the Phantom, played by Gerard Butler. "Gerry was not a stage-trained singer, but had sung in a band," he says. "He has been a total revelation in the last year we've been working, and I'm very proud of his achievement."

Shooting any music-driven movie involves a great number of challenges, but filming Phantom was even more demanding than the average musical. As Wright explains, "On every other musical movie I've made, you rehearse, then pre-record the whole soundtrack and shoot from there. What we did with Phantom was stay just one step ahead of the shooting schedule, so that the playback tracks could accommodate performances that were growing and developing during rehearsal."

This recording and re-recording process was continuous; a recording studio was even set up in Lloyd Webber's office at Pinewood Studios, whereby actors could, at any time, be whisked away to record a new vocal and the playback track be altered for the next scene. It was a totally organic process for the actors and the music team alike – but this didn't come without its difficulties. "When we started production, we were three weeks ahead of schedule, but by the end, we were three hours ahead of what was being shot!" Wright says. "It would be six in the morning and we would be pre-mixing something that was going to be shot at nine."

Phantom was filmed with the use of these temporary playback tracks, usually consisting of a 28 piece orchestra, but on occasions where Lloyd Webber felt it necessary for the emotional drama of the piece, a full symphony line-up was used.

Some of the most notable songs from the stage show and the film are "Think of Me," the aria that launches Christine from chorus girl to starring soprano; "Angel of Music," the intense duet between the Phantom and his young protégé; "The Phantom of the Opera," the Phantom's signature tune, with which he seduces Christine in his lair beneath the opera house; "All I Ask of You," Christine and Raoul's romantic rooftop serenade; "Masquerade," the spectacular ensemble piece that touches off the Phantom's most elaborate campaign of terror; and "The Point of No Return," the chillingly fiery duet between the Phantom and Christine that takes place during the premiere performance of Don Juan Triumphant!, the Phantom's own opera composition.

Patrick Wilson found his reaction to watching Butler and Rossum perform "The Point of No Return" to be similar to that of his character's when Raoul witnesses the intensity of Christine's connection to the Phantom. "I spent three months shooting the love story with Emmy, just hearing about this other guy," Wilson recalls. "When I finally saw them together and felt the passion they had for each other, it was heartbreaking."

The completion of director Joel Schumacher's first cut enabled Lloyd Webber and his team to assess which elements of the score would be re-orchestrated and re-recorded, and identified the need for new underscore. Working with his original collaborator, David Cullen, Lloyd Webber re-orchestrated large parts of the score and wrote more than fifteen minutes of new music for sequences depicting the Phantom's turbulent childhood as a misunderstood societal castaway, Christine's coach ride to her father's grave and Raoul's emotional journey to an all-too familiar cemetery. "When I first saw Raoul's journey to the graveyard," Lloyd Webber remembers, "it immediately suggested to me not a reprise, but that we needed some new music, because that sequence recalls Raoul's backstory that is revealed at the beginning of the film."

Additionally, Lloyd Webber and lyricist Charles Hart composed an entirely new song for the film entitled "Learn To Be Lonely." Sung by Minnie Driver, "Learn To Be Lonely" is introduced over the end credits of the film.

To achieve the final recording of the film's music, a hand-picked orchestra was assembled in London, many of whom were familiar with the Phantom score, having worked on stage productions and album recordings of Lloyd Webber's work. Lee conducted this orchestra at the famous Abbey Road studios. "The result is a truly sumptuous sound," he enthuses, "exactly as Andrew had envisaged it."

Like the incredibly popular stage show upon which it is based, The Phantom of the Opera is set in Paris in the 1870s, a time of great excitement, opulence and passion. "This period was a kind of golden, innocent moment," notes director Joel Schumacher, "just before the Prussians hit the gates of Paris and the Franco-Prussian war began."

The era and the story's specific environs, evoked brilliantly by the late Maria Bjornsson for Lloyd Webber's stage production, had to be more literally and immersively imagined for the film adaptation. The task of capturing the spirit of the period and infusing it with a stylized, heightened reality fell to production designer Anthony Pratt.

"I've been a big fan of Tony's for a long time and we were lucky to get him," Schumacher says of the designer, who earned an Academy Award nomination for his efforts on the 1987 film Hope and Glory and an Emmy nomination for designing HBO's critically acclaimed miniseries Band of Brothers.

"I was drawn to the film because it's such a great design project," Pratt says. "Everything in the piece is so atmospheric that it's wonderful to design for, and it challenged the entire art department."

Inspired by the beauty and power of Bjornsson's stagecraft, Pratt researched the work of painters from the period – such as John Singer Sergeant, Caillebotte and Degas – and toured the Paris Opera House to devise a romantic, larger than life design scheme that would accentuate the story's soaring gothic romance.

The Phantom sets were built entirely on eight stages at Pinewood Studios, where, over the course of 40 weeks, Pratt's team utilized 73 tons of steel, 15,000 litres of paint, over 92 miles of lumber and 51 miles of scaffolding to bring his ambitious designs to life.

Pratt's primary challenge was creating the "Opera Populaire," the sumptuous Parisian theatre haunted by a disfigured musical genius who terrorizes the ensemble of actors, artisans and managers who work there.

The film's fictitious setting is loosely based on the Paris Opera House, the largest opera theatre in the world, also known as the Opera Garnier after its architect, Charles Garnier. As Schumacher observes, "The Paris Opera is beautiful, but it's a huge municipal building with a bureaucratic feel to it. I wanted the Opera Populaire to be intimate, to feel like a sexy female character, rather than just a building."

In addition to enacting Schumacher's vision for the opera house, Pratt endeavored to underscore the resplendency of the theatre with a sense of foreboding. "I was struck by the underlying eeriness of the story," he says. "I wanted to establish a macabre quality in every set."

Pratt's design for the Opera Populaire represents a suggestion of the Opera Garnier and its opulence, without using any of its specific detail. His team constructed an 886 seat theatre on four levels, adorned with sensuous gold-hued figures entwined around the loge boxes and the stage. The deep red velvet curtains and upholstery are set off by a glorious proscenium arch.

One of the most spectacular details of the auditorium design – and a crucial set piece in the story – is the chandelier that adorns the theatre's domed ceiling. At a climactic point in the film, the enraged Phantom sends the chandelier crashing down into the audience, setting the opera house ablaze. To meet various production needs, three versions of the chandelier were created: a "hero" piece for day to day filming; a "stunt" replica for shooting the crashing sequences; and a version outfitted for electricity for the scenes set in 1919, which provide narrative perspective on the story.

Pratt based his design on the general shape and size of the chandelier that adorns the Garnier. "The Garnier chandelier is magnificent, but it has quite a lot of external metal on it, and Joel wanted ours to be primarily crystal and glass," he explains. "The silhouette of ours is similar to Garnier's, but we added much more crystal and not quite so much ornamentation."

At 17 feet high and 13.2 feet wide, the hero chandelier weighs 2.2 tons and is valued at more than $1.3 million. The piece is festooned with over 20,000 full cut Swarovski crystal chandelier pendants. Celebrated worldwide for their unrivaled brilliance and luster, and for the perfection of their precision cut, Swarovski chandelier components, made from optically pure glass, have illuminated some of the most dramatic and historic interiors around the globe, from New York's Metropolitan Opera House to Paris' Palace of Versailles.

It took four months to construct and four full days to assemble the chandelier at Pinewood Studios, where it was then raised to the domed ceiling of the Auditorium, which was reinforced to accommodate the weight of the awesome piece. The top of the set was constructed around the chandelier after it was hung.

The setting for the film's dazzling Masquerade ball is the theatre's grand foyer. Due to the constraints of shooting on a soundstage, as well as the horizontal framing of the film camera, Pratt didn't replicate the soaring height of Garnier's foyer at the Paris Opera House, but instead designed a majestic space that exudes the breathtaking grandeur of the Garnier in a horizontal, rather than vertical, fashion.

According to Pratt, "The challenge was to make the foyer as interesting as possible by going across the screen, rather than going perpendicular with it, as Garnier's does. We were working directly against what he had done, but we took inspiration from his wonderfully shaped staircases. Ours is designed on two levels, and we added curving staircases, ornate balconies, provocative statues, marble floors and mirrored walls."

At Schumacher's suggestion, the backstage world of the Opera Populaire was staged in Pinewood's North Tunnel, a service passageway not typically used for filming, to create a sense of the theatre's labyrinthine workshop and dressing areas. Pratt's team crafted a backstage world of intricate detail, from the dressing rooms to the rehearsal halls, costume shops, wigmakers, prop stores and scenery docks.

The tunnel's proximity to the studio's main stage enabled Schumacher and cinematographer John Mathieson (Gladiator) to move the camera seamlessly between the action taking place on and around the theatre, stage, auditorium and the bustling hive of activity backstage.

"During my research for the film, I discovered that at the height of the Paris Opera, 750 people lived and worked there," says Schumacher, a former art director. "It gave me great inspiration to imagine how many bohemian, artistic and interesting people must have come from all over the world to be a part of it. In the stage show, the drama concentrates on the three principal characters, but in the film, we take the audience into the backstage world, and we incorporate multiple little dramas into the fabric of the story."

The rooftop of the opera house is the setting of a stirringly romantic yet ominous scene in which Raoul proposes to Christine, unaware that the Phantom is lurking in the shadows, at once destroyed and infuriated by what he views as Christine's betrayal of his love and devotion.

Pratt wanted the rooftop set to feel "beautiful and romantic, but then again creepy." To this end, he adorned the rooftop with large, striking statues, inspired by similar figures Garnier installed atop the Paris Opera, as well as the period itself, as 1870 was the age of Rodin. The designer hired fourteen sculptors to create all the statues for the rooftop, auditorium and foyer, as well as for the cemetery set, the site of a dramatic confrontation between Raoul and the Phantom.

"We were terribly lucky to find such talented people who could sculpt in this very figurative, academic way," Pratt believes. "Without the sculptors being so good, we could never have done these types of sets, the success of which depended on the quality of the sculpting."
Christine's descent into the Phantom's lair, hidden deep within the catacombs of the opera house, represents her metaphorical journey from naïve young girl to spellbound soprano, as she is increasingly captivated by her mentor's darkly charismatic spell.

Pratt credits Maria Bjornsson's clever staging of Christine's voyage, which takes place in a gondola guided by the Phantom through a series of locks that reveal a fantastic grotto shaped like a harbor. "She created a wonderful effect using a series of ramps to give the illusion of their descent as the boat glides through dry ice and candelabras. It's brilliantly theatrical, but on film, we had to be much more literal and physically build the whole world of Christine's journey."

For the initial stages of this sequence, Pratt designed a long corridor and a voluptuous spiral staircase. The deeper Christine descends, the richer and more macabre the architecture becomes. Illuminated only by torches, the damp walls are bedecked with gargoyles, grotesques, and rotting opera posters.

The staircase leads to a lagoon, where the Phantom's boat is moored. He implores Christine to sing, and as her voice ascends, candles magically rise through the water, already alight, heralding Christine's arrival in the Phantom's inner sanctum.

As the Phantom lights more candles, he reveals more of his lair, including large mirrors covered in dusty sheets, candelabras surrounding his pipe organ and a second grotto, dominated by a large black bed and surrounded by sheer curtains.

The foreboding ambience of the lair – simultaneously beautiful, sinister and sexy – stands out against the excitement and exuberance of the opera house. "My concept for their journey was to start off by being fairly architecturally straightforward and then get stranger and more bizarre the deeper we go," Pratt explains. "The challenge was to try and make it be a summation of the strange aura of the other parts of the theatre, so that the final icing on the cake is the Phantom's lair."

While the Garnier Opera House was built above a subterranean river that still feeds an artificial lake beneath it, as Pratt discovered, "it's not terribly cinematic, so we had to go a stage further" to create a waterworld worthy of the Phantom's lushly dramatic hideaway. A tank was built inside the walls of the stage to submerge the entirety of the lair in at least two feet of water, and a ten foot tank embedded below the set was also flooded to create additional depth.

Pratt was also responsible for designing sets for the three operas performed by the Opera Populaire ensemble, which are integral to the story. For Hannibal, a grand Roman epic, Pratt used a palette of "very heady golds and reds." In contrast to the brashness of Hannibal, his blue and pink-hued sets for the comic opera Il Muto feature "pale colors and a lighter touch all around." The final performance, Don Juan Triumphant!, is an original Spanish-themed opera written by the Phantom. Pratt followed Schumacher's specific vision for the scarlet, black and dark brown Don Juan set, with its passion and intensity accented by a dramatic spiral staircase, two towers, a bridge and a circle of fire.

"The entire concept of Don Juan is, from the Phantom's point of view, a trap," Schumacher explains. "It is his last desperate attempt to snare Christine. The set had to be progressive because the Phantom is ahead of the curve. It is not a petty little opera, but rather dangerous, dark and bold, like his obsession with Christine. The Phantom choreographs Don Juan to climax with Christine reaching the top of the bridge, where she is first seduced and then trapped."

After filming all of the scenes that take place at the Opera Populaire in 1870, Pratt's team "dressed down" three sets for the sequences that transpire in 1919, which depict the decaying theatre's deterioration in the wake of the Phantom's destructive reign: the theatre exterior, the foyer and the auditorium. Shot in black and white, these scenes provide a stark counterpoint to the colorful splendor of the opera house at the height of its popularity.

"We chipped away at the statues and plaster work, aged it down, tattered up the curtains and put dust on everything," Pratt says. "The birds flying through the holes in the roof are a nice touch, I think."

In concert with the set design, the costumes in The Phantom of the Opera recreate the sumptuous world of 1870s Paris. Director Joel Schumacher turned to Alexandra Byrne, an accomplished film and theatre costume designer who earned Academy Award nominations for her work on Elizabeth and Hamlet, to design the extensive wardrobe for Phantom.

"I have great respect for Alex," says Schumacher, a former costume designer himself. "Anyone who can make Elizabeth, which is set in a particularly unsexy period for women, look as good as Alex did, has real talent. She also has a very contemporary and unusual approach to costume design. She works from the inside out, which I love about her."

From workshops based at Pinewood Studios and in London, Byrne and her team handmade 300 costumes for the ambitious production, and modified another 2,000 obtained through an extensive exploration of wardrobe houses across Europe.

"The great joy about working with Joel is that he is very clear about what he wants," Byrne reports. "For Phantom, the visual reference he provided was the film The Leopard. The costumes in The Leopard are incredibly beautiful and very witty. They're not slaves to the period or what I call 'museum frocks.' They're based on telling the story."

With Schumacher's vision in mind, Byrne traveled to Paris to research the world of the Opera Garnier, on which the film's fictitious "Opera Populaire" is loosely based, and to study the clothing and attitudes of the city circa 1870. "I learned all about the period to be able to throw it all away and move on to reinterpret it for myself," says Byrne.

While creating a "heightened representation of the period," the designer had to maintain visual continuity throughout a large cast of characters, many of whom perform three operas, two ballets and stage a masquerade ball within the main storyline. And, unlike the stage production, the film delves into the backstage world of the Opera Populaire, requiring Byrne to outfit the ensemble in a naturalistic fashion that credibly conveys the theatre's bustling hive of backstage activity.

"The scale of the film goes from being a two character duet to a huge dramatic set piece and back again, so the challenge was to create a balanced style that enhances the scale of the love story and sweeps the audience up into that world without being distracting," she explains. "Meanwhile, these are not just costumes to look at. They had to be practical as well for the big choreographed pieces. So there were many demands to meet."

Perhaps the most challenging character to design for was the eponymous Phantom, for whom Byrne had to create wardrobe that conveys a sense of mystery, charisma and danger about a man who is often shrouded in shadows. "It's about silhouette, shape and sexuality," says Byrne of her designs for the Phantom, played by Gerard Butler. "The starting point was the silhouette, seeing how the costume moves, the shapes that are created and how those shapes resonate. Developing and stylizing originated with Gerard's fittings, by looking at collars, proportions and shapes and seeing how they worked on his body."

A crucial facet of the Phantom's costume is his iconic mask, which, like the prosthetic makeup Butler wears beneath it, had to be re-imagined for the film, where audiences get their first close-up look at both the Phantom's facial disfigurement and the disguise he wears to hide it. "We went through endless prototypes in developing the shape, the texture, the material and the fit of the mask," says Byrne, who worked closely with hair and makeup artist Jenny Shircore to create a design that was ultimately actualized in a very fine leather.
Like the design of the Phantom's costume and mask, his underlying physical deformity had to be rendered convincingly, without alienating the audience in the process. "We didn't want his disfigurement to be horribly grotesque," Byrne acknowledges. "It was about trying to find the real person behind the mask. We want the audience to see his attractiveness, his anger and his vulnerability."

Shircore, an Oscar winner in 1999 for her work on Elizabeth, based her design for the Phantom's disfigurement on a medical condition, underscoring the character's background as a misunderstood former sideshow freak. A life cast was made of Butler's face, from which gelatin prosthetics were created and then applied during a four hour process.

Designing for the character Christine, the captivating young soprano played by Emmy Rossum, presented an entirely different set of challenges, as "We hardly ever see Christine in her own clothes," says Byrne. "She's nearly always wearing her stage costumes. To establish and help develop a character who is effectively wearing theatrical costumes rather than her own clothes is quite difficult."

Competing with the Phantom for Christine's affections is the Opera Populaire's new patron, the Vicompte Raoul de Chagny, who also happens to be her childhood sweetheart. "Joel saw Raoul as a country gentleman, romantic and very much at ease with himself," Byrne says of the character played by Patrick Wilson. "We fitted existing stock on Patrick to find shapes, style, color and texture that worked towards establishing those qualities."

One of the characters Byrne most enjoyed designing for is La Carlotta, the Opera Populaire's reigning diva, played by Minnie Driver. "Carlotta is great fun because she's a larger-than-life character," notes Byrne, who, like Driver, is nearly six feet tall. "I love dressing tall women, and working with Minnie is fantastic because she understands clothes and how they work on her body. Having said that, the designs were much harder than I anticipated. It can't go big all over; it has to stay small somewhere to keep the proportion working."

The stunning costume that represents Carlotta's idea of an "everyday outfit" required the most fabric of any of the custom-made pieces: 27 meters of deep purple silk. According to Byrne, this much material was required not only for Driver's stature but because of "the distance from the skirt's high waist to the ground where we were draping fabric. Also, the fabric of the period is not heavy like duchess silk. It's like paper taffeta, very insubstantial, which is why we needed so much for sculpture and scale."

Like the lead costumes, wardrobe for the theatre company ensemble and its managers are stylized versions of period clothing. For Madame Giry, the Opera's stern but compassionate ballet mistress, Byrne dressed actress Miranda Richardson so as "to give her character some warmth, tenderness and a slightly Bohemian background."

In the case of the Opera's eager new managers, Andre and Firmin, Byrne underscored the characters' divergent personalities by accentuating the actors' different body types. "Joel gave me two incredibly different physical shapes to work with," says Byrne of Ciaran Hands (Firmin) and his notably shorter counterpart Simon Callow (Andre). "Just by narrowing Simon's trousers, slightly pegging them down to the hem, it exaggerates his fantastic natural shape until it becomes an extreme version that really sets him apart."

In addition to dressing the characters within the story, Byrne also created costumes for the ensemble performances staged at the opera house with an eye toward "making them look very different from those in the 'real world.'" The resourceful designer produced many of her own fabrics for the sequences by printing designs onto existing material, pragmatically observing that "fabrics are the most difficult part of any costume. You can have all the ideas in the world but if you don't have the right movement in the fabric, let alone color, pattern and yardage, then it just doesn't happen."

The first opera performed in the story is Hannibal, a grand epic set in Roman times. "Joel's direction for Hannibal was to be vulgar, so I went for it!" jokes Byrne, who bought a beautiful length of 19th century fabric that was photographically made into a screen and then printed onto a large quantity of inexpensive cotton curtain lining, creating hundreds of meters of material for the chorus costumes alone.

Makeup artist Jenny Shircore complemented Byrne's striking designs with her brash makeup scheme. "Because of the battles in Hannibal, we created makeup that was about Victorian war paint, using bold blues and reds," she explains. "We wanted the wigs and beards to look like they had been made by the workers in the wig store backstage, without the professional finish that wigs and beards have today. Then we colored them to give a bright, loud look to it all."

In contrast to the colorful Hannibal is the film's second theatrical piece, the 18th century comic opera Il Muto, for which Byrne and Shircore utilized a paler palette of pink, blue and white to achieve the look of "sugar-dusted sweets." This effect is accentuated by the crystal fabric Byrne and company used for the costumes, which reflect the background colors of production designer Tony Pratt's sets.

"The wigs of that period were quite big, so we really went to town with Carlotta's wig, which makes her look even more tall and dramatic," Shircore says. "The stage makeup of the era is thick, cracked pancake makeup. But Joel wanted everything in Il Muto to be beautiful, so it was an interesting combination of establishing the Victorian look of the period while keeping it attractive to the modern eye."

The final theatrical performance is the Phantom's original composition, Don Juan Triumphant! Byrne and Shircore established a dark, striking look for the climactic Spanish-themed opera. "Don Juan was the most difficult because it's the Phantom's own design," Byrne relates, "so we tried to move away from everything we'd done before. We came up with the idea that he's actually painted the costumes in almost a graffiti style. They look quite brutal, and unlike any other shapes seen in the film."

For the story's resplendent Masquerade sequence, in which the Opera Populaire hosts a masked ball to celebrate the New Year and the Phantom's apparent disappearance from the opera house, Byrne selected a black, white, gold and silver palette to create an "overall strength" to the dazzling visuals. "This also gives the Phantom a great platform when he suddenly appears at the ball and he's dressed head to toe in bullion and scarlet," she explains. "We dressed Christine in pink because, at this point in the story, she is tinged by his spell."

The designer accessorized the nearly 200 Masqueraders with star-motifed tiaras and jewelry she created by incorporating chandelier components from world-renowned crystal manufacturer Swarovski, which provided over 20,000 pieces for the construction of the Opera Populaire's magnificent chandelier, a key element of the Phantom legend.

Reflecting on the thousands of costumes she and her team designed and crafted for the film, "I have never been so tired at the end of a job," Byrne admits good-naturedly. "The scale and range of it was just massive."