To returning readers, welcome back! To new readers, you're in for a treat!

I first wrote and published this story back in the summer of 2014, and while it has remained one of my favorite stories and people seem to like it as I keep getting emails that it's been favorited, the writing most certainly did NOT age well...

About a year ago, I received an incredible critique review from 'thesoulobeys', and I got to thinking about how I could improve this story. After nearly five years, I decided to do an intensive rewrite to make the characters and situations a heck of a lot more realistic and believable.

This was the first rewrite I've ever done, and it was so much fun to edit everything and see how far I've come as a writer.

As before, this story is combined movie/musical, but leaning more towards the original musical production.

I hope that all my fellow Phans enjoy! :)

Elaina LaPointe was a very talented singer.

Which would've been wonderful if anyone knew it.

The 26-year-old woman had been put in ensemble all her life and never once had even one little solo line. While she always wanted a lead and she would be lying if she said she wasn't rather jealous of the women who had complete arias to themselves, she was nevertheless proud to be part of the Opera Populaire.

She had been taking singing lessons for the past few years with Monsieur Reyer which had to be given in secret lest the other girls find out and also ask for lessons.

Unfortunately, despite the hours of practice, Monsieur Reyer still preferred Carlotta over her. He and the manager gave her all the leads in every opera while Elaina remained part of the forgettable chorus.

Elaina couldn't deny that Carlotta was an extremely talented opera singer, but she was also the most insufferable person she had ever had the misfortune of working with. Because so many people worshiped the ground she walked on, she believed she was God's gift to earth and threw an absolute fit when things didn't go her way. But Elaina supposed on the business side of things, Carlotta's voice was what helped sell tickets and keep the Populaire running. It wasn't fair, but when was life ever fair?

The company was currently rehearsing for the new production Hannibal which was opening that night. So far, it was average at best and the entire cast had a lot to do in a few hours. Elaina's feet were throbbing from doing the long and grueling dance numbers over and over again in order to please Madame Giry, the dance instructor. The woman always had very high standards that were difficult to please and with the premiere of the production mere hours away, she was stricter than ever.

Backstage preparing for her entrance, Elaina listened to Carlotta sing the operatic notes and desperately wished that it was her out there performing as Elissa instead. She knew all of the lines by heart and could easily hit each and every note.

Carlotta ended on an especially high note, and the dancers entered to begin their portion. Elaina's feet moved in perfect rhythm on the wooden stage with the rest of the girls. While she was not a bad dancer, she certainly didn't stand out among the girls. She could admit that her skill rested in singing much more than dancing, but until she earned the right to be a lead, she would give her best as a dancer.

As her feet and legs started to ache even more, she could feel Madame Giry watching their every move, ready to nitpick the slightest thing that any of them did wrong.

When the number was finally finished for the umpteenth time (with many errors continually made and more of Carlotta's quite loud complaints gracing everyone's ears), their manager, Monsieur Lefevre, came in and stopped their rehearsal. Elaina noticed two men with him that she had never seen before.

"Ladies and gentlemen, may I have your attention please?" Monsieur Lefevre announced. "As you know, for some weeks there have been rumors of my imminent retirement. I can now tell you that these were all true, and it is my pleasure to introduce to you the two gentlemen who now own the Opera Populaire: Monsieur Richard Firmin and Monsieur Gilles Andre."

Everyone applauded for them, but Elaina did so half-heartedly. Even if their current manager did favor Carlotta, she still liked him and she was saddened to hear that he was indeed leaving. He was very kind and had previous stage experience so he knew exactly how to run the place. And most importantly, he knew how to deal with the so-called Opera Ghost.

She just hoped the new managers handled everything the same way he did. If they didn't, the peace they had been graced with would quickly stop if the Opera Ghost decided to terrorize them assuming he even existed.

While Elaina told people she didn't believe in the Ghost since she couldn't bring herself to admit to a supernatural being hiding around the theater, she also couldn't help but wonder why it felt like the cast was always being watched, or why there was that slight movement in the shadows that could've been her eyes playing with her, or why Madame Giry seemed nervous when something went dreadfully wrong during rehearsals, or why she would occasionally catch a flash of black in Box Five.

Elaina quickly expelled all thoughts of a figure who may or may not exist out of her mind and listened to her new managers. Maybe with the Populaire under new management, her chance at earning a lead was within her grasp.

"Gentlemen, Signora Carlotta Giudicelli, our leading soprano for five seasons now," Monsieur Lefevre introduced.

The one called Andre fervently shook her hand, treating her like the diva she was. "Of course, of course! I have experienced all your greatest roles, Signora."

Monsieur Lefevre turned to their leading tenor, a very stout man also known to be Carlotta's lover. "And Signor Ubaldo Piangi."

"An honor, Signor," Firmin said politely.

Andre smiled. "If I remember rightly, Elissa has a rather fine aria in Act Three of Hannibal," he said. "I wonder, Signora, if, as a personal favor, you would oblige us with a private rendition? Unless, of course, Monsieur Reyer objects…"

"My manager commands," Carlotta smiled. Without looking at the conductor, she snapped, "Monsieur Reyer?"

"My diva commands," Monsieur Reyer smiled. "Will two bars be sufficient introduction?"

"Two bars will be quite sufficient," Firmin answered.

Carlotta clapped her hands demandingly and Monsieur Reyer went over to the piano to begin the song, Think of Me. It was Elaina's favorite song in the opera and she sometimes used it to warm up before rehearsals when no one was listening.

"Signora?" Monsieur Reyer said to Carlotta to ensure she was ready.

"Maestro."

Carlotta began the song and really, really milked it up for the new managers.

Elaina discreetly rolled her eyes. She wondered if it would be better if Carlotta was sweet and humble but decided it was much easier to dislike her the way she was.

Suddenly, right in the middle of her verse, a huge backdrop fell right on top of Carlotta which sent her to the ground. The chorus girls squealed in fear and quickly grabbed onto one another as if that would somehow protect them. Piangi frantically ran over to the woman and helped her off the ground as she began to shout and curse in Italian.

"He's there, the Phantom of the Opera!" she heard one of the chorus girls exclaim.

It turned out to be Meg, the talented daughter of Madame Giry. She tightly gripped her friend, Christine's, hand as they looked up to see how the backdrop had fallen.

"Signora!" Monsieur Lefevre shouted amidst the excitement. "Are you all right? Buquet! Where is Buquet? Get that man down here!" He turned to look at Firmin and Andre. "Chief of the flies. He's responsible for this." He looked back up to the rafters. "Buquet! For God's sake, man, what's going on up there?"

Joseph Buquet, the stagehand who spent more time in the rafters than on the ground, came down and pleaded with them all, "Please monsieur, don't look at me! As God's my witness, I was not at my post! Please monsieur, there's no one there! And if there is, well then, it must be a ghost!"

The word 'ghost' sent all the chorus girls into screaming fits once again. Elaina scoffed and wished they would all just calm down and think rationally. She was sure there was a perfectly sound explanation for why the backdrop fell. Buquet was probably careless and blamed it on the Opera Ghost to save his skin. That was much more realistic than an imaginary being causing chaos for no apparent reason.

Meg looked up in fear. "He's there. The Phantom of the Opera."

"Good heavens!" Andre exclaimed. "Will you show a little courtesy?"

"Mademoiselle, please!" Firmin added.

Andre went over to Carlotta and calmly said to her, "These things do happen."

She looked at him angrily, as if shocked he would even have the nerve to try to pretend that what had just happened was no big deal. "Si, these things do happen. Well, until you stop these things from happening, this thing does not happen! Ubaldo, andiamo!"

Carlotta left in an overdramatic huff true to her character while Piangi went over to all three managers and said one word: "Amateurs!"

Monsieur Lefevre had had enough. "Well, I don't think there's much more I can do to assist you. Good luck. If you need me, I shall be in Frankfurt!"

He left just as fast as Carlotta, done with the Opera forever. Elaina was fairly certain that he only wanted to be done with the stress and anxiety of dealing with that woman rather than opera itself.

Elaina put a hand to her forehead as she sighed.

This was not good at all. The opera was set to open in just a few hours and they had now lost their leading soprano. They couldn't be in a worse situation if they tried.

"La Carlotta will be back," Andre tried to assure everyone though it was clear he didn't entirely believe his own words.

"You think so, messieurs?" Madame Giry said. "I have a message, sir, from the Opera Ghost."

"God in heaven, you're all obsessed!" Firmin exclaimed in exasperation.

The cast members started quietly whispering to each other, wondering if it really was the Opera Ghost or simply someone's attempt at scaring everyone.

"He merely welcomes you to his Opera House and commands you to continue to leave Box Five empty for his use and reminds you that his salary is due."

"His salary?!"

"Monsieur Lefevre paid him twenty thousand francs a month. Perhaps you can afford more with the Vicomte de Chagny as your patron."

The chorus girls gasped, shocked that someone so rich and handsome was now supporting the opera. At least two of them immediately began envisioning him proposing marriage.

"Madame, I had hoped to have made that announcement myself!" Andre said angrily.

"Will the Vicomte be at the performance tonight, monsieur?" Madame Giry asked, dismissing his complaints.

"In our box," Firmin answered.

"Madame, who is the understudy for this role?" Andre asked, hoping to rectify the whole situation. It wouldn't do to have the whole production go down in flames on their first day.

"There is no understudy, monsieur!" Monsieur Reyer answered sharply. "The production is new!" As if struck by an epiphany, his eyes brightened a little. "There is one possibility. I believe that Elaina LaPointe can do the role."

Elaina froze and her heart skipped a beat. Had she heard wrong or was Monsieur Reyer actually offering her the role of Elissa?

By the sound of the scoffs and the disapproving looks from the rest of the cast, she had indeed heard correctly.

"A chorus girl?" Firmin asked.

"She has been taking singing lessons for quite some time and knows the role well. I believe she could very well take over for La Carlotta, at least for this performance."

"Well, let's hear you," Andre said with a sigh, clearly not expecting very much from her.

"Come, Elaina," Monsieur Reyer said to her taking her hand and bringing her forward. "Sing a couple bars of Think of Me." He pulled her close and said quietly so only she could hear, "We've worked on this song many times. Please do not disappoint me now."

He went over to the piano and began to play the song. Elaina took a deep breath, suddenly aware of everyone's eyes piercing through her to stare directly inside her soul. She attempted to block them out and imagined singing the song in private as she had many times before:

Think of me

Think of me fondly when we've said good-bye

Remember me once in a while

Please promise me you'll try

When you find that once again you long

To take your heart back and be free

If you ever find a moment

Spare a thought for me

Elaina finished what was asked of her and the small crowd around her burst into applause causing her spirits to begin soaring high above the clouds.

"That was splendid, mademoiselle!" Andre praised.

"Magnifique!" Firmin added.

Elaina was ecstatic. They liked her. Everyone actually liked her. After so many years of wishful dreaming, she finally had the lead role in an opera.

But she didn't know that someone watched her from the rafters with hate and loathing.

How had his plan gone so wrong?! After the simple task of making Carlotta quit, they were supposed to pick Christine, not this Elaina girl! She wasn't that talented! She most certainly did not have the angelic voice his Christine did! This was supposed to be his student's moment!

He needed to fix this and fast. The opera was opening in just a few hours, and it was up to him to make sure that this girl knew her place.

The costumers took Elaina to Carlotta's old dressing room and adjusted all of Carlotta's costumes to fit her tiny figure. Then Madame Giry and Monsieur Reyer shoved her back to rehearsal to run through the show as quickly as they could with Elaina as the new Elissa.

Being the lead was everything she always dreamed and she enjoyed every second of the fame that came with it. She tried to remain humble, not wanting to turn into Carlotta, but it certainly proved difficult as people finally began to appreciate her voice and realize her talent.

What was a little strange was Meg's seemingly cold looks. While it was true that most people in the cast didn't really care for her, neither Meg nor Christine had ever joined in on their snide remarks and constant glares.

Elaina knew that Meg was known for her beautiful dancing. In fact, she was the Opera's best dancer which made sense as she was the ballet instructor's daughter. The looks surely couldn't be because she wanted the role. But then…what had she done to make her so upset?

And for that matter, why did Madame Giry look so uncharacteristically nervous?

A couple hours before the opening of the opera, Elaina sat in her large dressing room warming up and putting on her full costume.

The nerves had begun to set in. In just a few minutes, she was going to be singing a lot of rather difficult songs in front of hundreds of people. An honor, no doubt, but also terrifying. If they didn't like her, or if she made even the slightest mistake, it could seriously hurt her career and the Opera House as a whole. It was a lot of pressure to put on one person. Maybe the only reason Carlotta was able to handle the pressure was by developing her horrible disposition. Elaina wondered what she had been like before she got so well-known.

She sat down in front of her mirror and began to powder her very nervous face. She looked down for just a second to put down the powder and when she looked up, she gasped at the sight of a man towering behind her. His gloved hand slipped over her mouth as she tried to scream.

A pure white mask covered the right side of his face which stood out against his black clothes and dark slicked-back hair.

"If you're wise, you will not go out on that stage tonight," he whispered harshly in her ear. "That part was meant for Christine, you impertinent girl. I didn't work so hard to get Carlotta out just so that you could steal the limelight from her. She deserves the role more than you ever will."

In a flash, he was gone just as quickly as he had appeared. Elaina whipped around to see where he had gone, but the room was completely empty as if he had never been in there at all.

Elaina took trembling breaths as she tried to slow her racing heart. When she looked down at her hands, she found that they were shaking.

Was that…the infamous Opera Ghost?

He…he was real?

No, he wasn't a ghost at all. That person was very much a man. How was that possible? Where did he come from? Where did he live?

And why was it so bad that she had replaced Carlotta? Why did he want Christine to have the role so much? Did he personally know her? Did Christine really have that good of a voice? Had he truly orchestrated Carlotta quitting for the sole purpose of giving her part to Christine?

Elaina sighed heavily as she tried to decide what to do. She could refuse to sing tonight despite her dream coming true. She had to admit that she was rather terrified of what the Opera Ghost might do to her if she went out instead of Christine.

But on the other hand, a lot of people were counting on her tonight and it would be terrible for everyone, especially her, if she announced she couldn't perform just a few minutes before the curtain rose. They would never give her a lead role again.

She had never heard of the Opera Ghost seriously harming anyone the entire time she'd been at the Populaire. Besides, he was only a man. What was the worst he could do to her? Make a backdrop fall on her? She still wouldn't storm out like Carlotta who hadn't even been hurt in the slightest. Not when her dream was finally in her grasp.

She was sure that she wanted this more than Christine did. She wanted this more than anything in the entire world.

The best solution was to ensure that she was never alone. The Opera Ghost wouldn't do anything directly to her in the presence of someone else…she hoped.

Choosing to keep the Opera Ghost's threat a secret, she exited the room and headed backstage to prepare for her first entrance.

Elaina sang with full confidence as she performed, but she could not stop her eyes from traveling to the rafters every now and again to see any shadows lurking about that might decide to send a backdrop or a prop hurling down at her. She tried to make it look natural and only hoped no one noticed.

To her delight, she was well-received by the audience throughout the production. Being in the limelight was everything she had ever wanted. It felt so wonderful to sing to her heart's content for people's pleasure. There was nothing quite like this euphoric feeling.

As the night concluded, she returned to her dressing room completely ecstatic. Her throat was unbelievably sore, unused to straining so much for so long, but she didn't even care. Nothing could bring her down from this moment.

Unfortunately for her, mere feet away from her were the same hate-filled eyes from before burning holes into her through the one-way mirror. How dare this girl disobey his orders! She thought herself important enough to disobey the Opera Ghost?!

She would pay for this.

As if aware someone was watching her, Elaina stepped towards the mirror in the dressing room. She lightly pressed her hand to the glass, oblivious that someone was on the other side only inches from her.

He envisioned himself reaching through the mirror and tightening his hand around her skinny little neck, but that brought about the possibility of making things worse. If the lead was found dead in her dressing room strangled to death, the opera might get put on hold in which case his Christine would never get her spot on stage like she deserved.

He would have to go about this carefully. He would make sure that his Christine sang as Elissa tomorrow night and that this insolent girl knew he was not to be trifled with.

During a short touch-up rehearsal before the second night of Hannibal, Elaina attempted to fix some of the things she had done wrong the previous night. No one blamed her for her mistakes due to her taking the role on such short notice, but they wanted to make her performance the best it could be.

She was more than a little on edge about the Opera Ghost's threat, but he hadn't done anything when she performed nor had she seen anything in the shadows since his appearance, so maybe he had only been trying to scare her.

Just as she thought that, someone bumped into her causing her to trip on her large dress and tumble down onto the stage.

"Mademoiselle, are you all right?!" Monsieur Reyer exclaimed as he rushed to her side. "What on earth happened?"

"Forgive me!" one of the ballet girls quickly apologized. "Something pushed me!"

The Opera Ghost. Elaina knew he was responsible. It was too convenient.

She looked over behind the group of ballet girls, but she could see nothing to support her claims. The Opera Ghost was not called a ghost for nothing.

Monsieur Reyer helped Elaina stand again.

"Ow!" she exclaimed as she bent over.

"What's wrong?"

"Nothing. I…I'm fine."

She attempted to return to her mark on the stage, but she could barely take one step before she nearly fell again. She let out another cry of pain as Monsieur Reyer quickly caught her.

"Someone get a chair!" he ordered.

One of the tenors quickly brought a small chair over and Elaina sat down.

This was bad.

Madame Giry strutted over and knelt down to examine Elaina's ankle.

She winced when the dance instructor hit a particularly sore spot.

"It's not broken, but I'm afraid it's sprained," she announced. "A few days off it and you'll be just fine."

"A few days?" Elaina whispered in horror. "No, no, I'm fine! I…I can still perform!"

"You will be doing nothing of the sort. You cannot even stand right now."

"Yes, I can!"

She tried to stand up but immediately winced in pain and had to sit down again.

"This cannot be!" Monsieur Reyer moaned. "We cannot possibly find yet another lead in such a short amount of time! The managers will be furious!"

"Christine Daaé could sing it, sir!" Meg said quickly, stepping forward with her brunette friend.

Elaina's heart plummeted.

"She's been taking lessons from a great teacher!"

"Who?"

Christine nervously fiddled with her hands. "I don't know, sir."

Madame Giry looked up. "Let her sing for you, monsieur. She has been well taught."

Monsieur Reyer sighed. "I suppose I don't have a choice. Come, my dear, let's hear you sing a few bars."

Christine looked over at Elaina apologetically before stepping to the front of the stage.

Madame Giry helped Elaina off the chair, supporting her so she didn't walk on her weak ankle.

As Elaina limped offstage, Christine sang Think of Me behind her with a more angelic voice than Elaina had expected for someone so young. No doubt the role was going to go to her.

She had lost the opportunity of a lifetime, maybe forever.

"Don't despair, dear," Madame Giry told her. "Things will work out, I assure you."

Elaina could feel tears forming in her eyes as they reached the girls' dormitory. "I wanted this so much, Madame…"

"I know. I will do what I can to see if you can continue performing as a singer rather than a dancer once you have healed."

"What's the point? Maybe I was just not meant to be the lead."

"You have talent, Elaina. One of these days, you'll be able to put it to use. I must go inform the managers of the change in plans, though I'm sure they won't be very pleased. But there's no helping it. Rest in here for tonight and we'll see how you're doing tomorrow."

Madame Giry left, and Elaina allowed her tears to fall.

Her one dream, the only dream she had ever had, had been ripped violently out of her grasp.

It wasn't fair. It just wasn't fair.

Her anger completely overshadowed her fear of the Opera Ghost, and she wanted to know why she wasn't good enough and why he had sabotaged her.

She was going to find that Phantom if it was the last thing she did.