A/N: I don't own Winslow Leach or any of the original Phantom of the Paradise characters or their storyline. The only characters I own are the modern-day characters. Also I borrowed the image of Winslow and gave him the black wings—the original picture (without them) is not my property.

Summary: Winslow Leach is given a second chance on earth to live for a little while. His spirit is awakened by Phoenix's daughter. In case you've never seen the movie, I did explain the back story and it parallels Phantom of the Opera closely enough that you won't get lost.

Rating: T (For the future, just in case).

Pairings: Winslow/Phoenix (eventually).

How long he'd remained here, he'd never remember. Poised just beyond the edge of reality, he was caught between a beautiful bright light above him and the searing heat and darkness below. Sometimes he would become more aware of himself than others, sometimes he would seem to sleep and dream of days gone by. Once, he heard Phoenix's voice, imploring him to come to the light and he realized with heartache that she was dead. She must have been to be calling to him from here…The man that was formerly Winslow Leach, Phantom of the Paradise remained locked in his own personal purgatory or limbo, whichever it was. Consumed by a horrible, intense grief, he allowed his grayed out existence to continue. He was all too willing to slide back into the dreams. For a time, he had tried to move either way, but he never moved. In what was left of his mind, Winslow Leach no longer existed.

Of course, God had other plans for the troubled soul that rested here.

Meanwhile, back on earth, a group of students was where they shouldn't be. They'd stumbled across the remains of the old Paradise club. Eli Whitman's father had bought the land, intending to tear it down. They all agreed that a ghost hunt was a great idea that night, as they were all bored. Mark had just bought his first car. Though it was a serious junker and he was always having to repair it, he was proud of it and was able to get them there. Julia had never snuck out before and was worried sick her parents would call her friend Sarah's house while they were both out. The four friends had been friends since kindergarten and the one thing they all did best was get in trouble together.

"So, what's the story behind this place?" Sarah asked, "Did somebody commit suicide here? Was it a celebrity?"

"Nope…well, yeah…" Mark adjusted the radio. He made a face.

"Why does all country music today sound like it's being sung by hicks?" he asked, quickly adjusting the station as "Bait a Hook" came on.

"Anyway…have you ever heard of 'Phantom of the Opera'?" he asked.

"Ugh…don't mention it. We had to read that book for AP English," Sarah muttered, "creepy guy in a mask kidnaps a girl because he can't think of a better way to ask her out and almost kills her boyfriend."

"There was a little more to it than that," Julia objected, "he'd never grown up with love. He didn't know how to talk to her or anything. I can't imagine spending most of my life in a dungeon…" she shuddered.

"Yeah. So the short version of this says that the Paradise had their own version of Phantom of the Opera going on, a guy by the name of 'Winslow Leach'. He started out with a normal face, looked kind of hippie-ish, actually. You know, long hair and all that. So he goes to the paradise to audition for the opening act. This record producer, Swan, is listening to all the auditions. He hears Leach's song and he likes it. He tells Leach he wants him to perform the piece. Leach hands over the music only for Swan to snatch it and have him thrown out. Ironically enough, it was a bunch of songs about 'Faust'."

Sarah groaned again.

"Not another one," she sighed. Would she ever be able to leave her English class at home?

"So Winslow Leach goes to the auditions for a singer and he hears a girl named Pheonix in the line. There's one of those cheesy chick-flick attractions and he decides he wants her to sing it. She auditions, but Swan says something like 'you know I hate perfection in anyone but myself.' He puts her in as a back-up and hires this tranny gay guy instead named Beef."

The car was full of laughter.

"Beef?" Sarah guffawed, "A gay guy is Carlotta? Oh, my goodness! I bet Mr. Leach was furious."

"He was," Mark continued, "he sneaks into this big after event where everybody is stoned out of their mind and he confronts Swan only to be thrown out again. Swan tells his heavies to beat the crap out of him, then frame him for drugs. He's put away for life in Sing Sing prison."

"But he got out, right? He's not a Phantom yet."

"They believed some pretty weird things back then and a lot of illicit experiments were performed on prisoners. While he was there, they replaced his teeth with metal ones."

"Freaky!"

"He bides his time there, but he hears Swan's band on the radio and freaks out. He manages to escape…don't ask me how…and finds Swan's studio. He's in the middle of trashing the place when his sleeve gets caught in a record press. When he tries to get unstuck, he makes it worse and gets his head caught. The gears of the machine eventually jam, but not before it crushes his face and his throat. It should have killed him, but it didn't. Bleeding and barely conscious, he falls into a river after being shot in the gut by a security guard."

Sarah was actually being quiet, so he continued.

"He makes it back to Paradise, puts on this freaky metal bird mask, and starts causing all kinds of trouble. At one point, he plants a bomb in a prop car and hurts a lot of people. Swan finally tracks him down and yanks his mask off. Leach freaks out and just cowers instead of giving him the punch in the face he deserves. Swan comments on how awful he looks and Leach gives him the 'if you'd gone through all this, you'd look like crap, too!' expression. He manages to convince Leach to work for him, tells him rewrite the song the way he wants it and he'll have Phoenix do it in exchange for not terrorizing the club. I don't know why exactly, but our new Phantom agrees. He signed in blood after Swan pricked his finger, saying 'ink doesn't mean anything to me, Winslow'. He gets this freaky electronic voice thing since he can't talk. Of course, once he finds out he's been bricked into the room, he kind of changes his mind! He finds out that Swan made a deal with the devil and all images and videos of him will age instead of the actual Swan. He burned all the tapes and went after Swan, finding out that he was planning to kill Phoenix to get her out of the way. He died onstage after he killed Swan because the contract bound them together."

"Wow…"

Sarah was no longer complaining—definitely a blessing. They arrived at the shell of the club.

"And here is the key," Eli said, "legend has it you can still hear the freaky scream he does from that electronic voice box thingy."

He unlocked the door with some difficulty, as the lock was rusty. They entered with caution, hoping they wouldn't run into a homeless person or a bunch of rats. The beams of their flashlights made pale yellow light in the gloom.

"I keep expecting to hear an organ playing," Julia joked.

They explored the theater, noticing that a few costumes and masks had been left behind. They explored the costume room and a few others that looked to be boring office rooms. They went upstairs and found the bathroom where the Phantom had supposedly threatened Beef.

"Check this out!" Eli stuck his hand through a big hole in the shower curtain after Mark had told the story about Beef.

"No way! It's still there!"

They had a few laughs at Beef's expense before continuing down the hall to the recording studio.

"Oh…my…"

Sarah's flashlight landed on some peeling wallpaper. Underneath it was a jagged hole. She peeled it back, revealing a wall of bricks. A few of the bricks were scattered on the floor beneath the hole.

"That guy must have been a beast!" Eli remarked. One by one, they crawled through the small hole into the studio. Dusty equipment filled the room. Scattered pill bottles were laying in the floor. A single sheet of music was laying under the keyboard, long forgotten and yellowed with age.

"Must be his music," said Julia, holding it under the flashlight to read it, "looks like a sheet he didn't want—some stuff's scribbled out."

She hummed along the notes until she reached a line: "and as I lived my role, I swore I'd sell my soul for one love…who'd stand by me and give me back the gift of laughter-"

Her note was cut off when the floors and walls began to shake.

"What's happening!"

"Must be an earthquake! Get by the door!"

They all ran and exited the bricked-in studio, Julia still clutching the yellowed music sheet. They all stood, breathless, until the shuddering building was still.

"Man, I was afraid the whole place was going to come down," Eli breathed. They hurried to a window and looked out.

"What the…?"

They realized that no one was panicked outside. There were no police sirens, no ambulances, no indicators of any kind that anything had happened. An odd urge struck Mark just then.

"Sing it again, Julia!"

"The whole building just shook and you want to hear a song? What's wrong with you?" she demanded.

"I don't know. Do it."

Julia began again.

"And as I lived my role, I swore I'd sell my soul for one love…who'd stand by me and give me back the gift of laughter. One love who'd stand by me and-"

"Uh…Julia!"

"What?" she looked up. Sarah, Mark, and Eli were all pointing and their mouths had all dropped open.

"Yeah, it's a pretty song, but-"

"JULIA! LOOK!"

Julia slowly turned her head. All it took was her gasp and the group scattered in all different directions.

A black gloved hand snatched the paper that was still fluttering in the still, musty air.

"Oh, my God! He's real! We have to get out of here!" Sarah yelled to Eli as they sprinted side by side down the hallway.

"Where's Mark and Julia?"

"They must have gone the other way!"

Pausing to catch their breaths, they looked up the flight of stairs they'd just nearly stumbled down. There was no one chasing them.

"We have to go find them," Eli said reluctantly.

"But the…the thing! It might have gotten them!"

"Exactly. They're our friends. Let's go!"

The battery for the electronic voice had run out of battery many, many years before. As he chased after them, the best he could do was grunt at them. He let Mark escape, but Julia would not. He tried to seize her and ended up tripping them both. In a tangle of legs and arms, they spilled down the stairs and finally landed on a hard, unforgiving floor.

"Please don't hurt me! I thought you were just a story!" Frightened tears spilled down Julia's face as she backed against the wall, effectively trapped. The flashlight was a few feet away, bathing their feet in light. He didn't bother with it. He didn't need it. She had the same dark hair, the same fair skin. She had the same brown-green eyes. She was too young to be Phoenix, but the resemblance was unmistakable.

I knew your mother, he thought miserably, and I loved her…you sound just like her…

His eyes burned with unshed tears and was glad she couldn't see. Neither of them moved for a few seconds. Then…

"Leave her alone!" Mark's shaking voice demanded. Winslow whipped around to see him and the two others. The memory of Swan's thugs flashed through his mind. Before he even realized he was doing it, a ring of pressurized air extended out from him and knocked all four teenagers on their rear ends. He was just as startled as they were by it and froze when it happened. Cautiously, he walked over to Julia and helped her up. She tore out of his grasp and the kids made a beeline for the door.

No one must sing my music. Not even her. That's why I died to begin with…

He wasn't sure how to explain it to them. He looked down at the nonfunctioning voice transmitter with disgust. They wouldn't understand if he couldn't tell them. First things first…

The four teens stopped at a coffee shop a few blocks away.

"Man, that was a stupid idea!" Mark lamented, "Stupid, stupid!"

He had mashed a napkin against a bloody cut in his dark brown skin.

"I didn't know there'd actually be a ghost there," Sarah lamented, "I thought we'd go in, take a look around, and then leave. What do you suppose brought him back? You've been in there before and nothing happened."

"Yeah, I have," Eli said, "but nobody in my family can sing."

They all looked at Julia.

"How is this my fault?" she asked.

"You sang his song."

"But other people sang his song! It still plays on the radio, for God's sakes!"

"There has to be something more to this," agreed Sarah.

"He told Beef that if anyone sang his music but Phoenix, they'd die. So look what happened to everybody else…plane crash, car crash, overdose?"

"Do you think he was haunting them?" Julia asked nervously.

"I don't know. It's not like they could tell anybody," Mark answered, "after all, would you believe it?"

"Not before tonight," she answered honestly.

"Let's just go home," Sarah sighed, "I'm so worn out after all that running. I don't want to ever go back there again."

They all muttered their assent. The girls were dropped off at Sarah's house. As much as Julia wanted to forget the encounter with the Phantom, she couldn't. Odd things would remind her of him. That night, she had a dream about him.

She was standing, invisible, on the roof. He was there beside her, though he didn't seem aware of her presence. He was watching, horrified, the scene below through the skylight glass. He was trembling with combined fury and grief as he watched the young woman lounging in bed with a blonde-haired guy in glasses. She saw him reach into his belt and take out a knife.

"NO!" she screamed, but he didn't hear her. He plunged the knife into his chest, causing a huge spray of blood to come out. He collapsed on the roof.

"Why? Who was she? Was that Phoenix! We have to get you to a hospital," Julia said, trying to get him to react, but he was unconscious.

The blonde man was coming towards them. He ignored Julia or otherwise didn't realize she was kneeling beside the bleeding phantom. Much to her great relief, his ice blue eyes flickered open.

"You didn't read your contract, did you?" He pulled the knife out of the wound.

Winslow stared at him, confused, and struggling to focus his gaze.

"You don't expire until I do, Winslow. See?"

He flipped the page in the tablet until he found what he was looking for.

"This contract expires with Swan."

Furious that he'd been tricked, the Phantom rose and stabbed Swan in the chest, but no blood appeared. In fact, it was as if the knife never touched him.

"You can't hurt me," Swan bragged, "I'm under contract, too."

Julia woke up in a cold sweat. She sat up, looking around. Sarah was fast asleep in her bed. Julia shivered—her pajamas were soaked in sweat. She unzipped her sleeping bag to let it air out and went to the bathroom. She wondered if she'd ever feel warm again. She knew deep down it would only be a matter of time before he found her again.