Claude Rains plays the Phantom in this remake of the lavish silent film of 1925 that starred Lon Chaney in the title role. However, those expecting a horror movie will be disappointed from the outset when Nelson Eddy's name appears in the opening credits. That's a bit like making Dracula with Max Bygraves, but at least Eddy's long-standing screen partner Jeanette MacDonald doesn't further ruin the film's credentials by joining him in the B-side musical numbers. Rains wears the mask and suffers as Eddy and his co-star Susanna Foster sing Lullaby of the Bells. Music director Edward Ward "remixes" Tchaikovsky and Chopin, while Fritz Leiber plays Franz Liszt and loses. Nevertheless, director Arthur Lubin's film won Oscars for its cinematography and art direction, with nominations for its score and sound.

Following a tragic accident that leaves him disfigured, crazed composer Erique Claudin transformed into a masked phantom who schemes to make beautiful young soprano Christine Dubois the star of the opera and wreak revenge on those who stole his music.