Phantom of the Paradise

When you think of rock operas, you may think of The Who’s Tommy or Pink Floyd’s The Wall. But Phantom of the Paradise director Brian De Palma thought of The Carpenters.

It was the early 1970s, and De Palma wasn’t yet known for classics like Carrie, Scarface and The Untouchables. He had made counterculture films like 1968’s Greetings and 1970’s Hi Mom with a little-known Robert De Niro and the well-received 1972 horror film Sisters with Margot Kidder. But he wanted a hit. Phantom of the Paradise, he thought, could be his commercial breakthrough. 

So he turned to Paul Williams. 

“I don’t think there’s a worse choice to write the songs for Phantom than me, based on the songs I’d done at that point,” says Williams, speaking to MovieMaker earlier this year at the Overlook Film Festival.

Williams wasn’t yet known as one of the greatest of all songwriters — a Grammy and Oscar winner for co-writing “Evergreen” with Barbra Streisand for her 1976 A Star Is Born, and a co-writer of the 1979 Muppet Movie ballad “Rainbow Connection,” a song parents still sing to their children at bedtime to this day.

Williams was best known, at the time of De Palma’s approach, for Karen and Richard Carpenter’s honeyed soft-rock masterpieces like “We’ve Only Just Begun” and “Rainy Days and Mondays,” and for goofing around with Johnny Carson. 

“I can understand Jim Henson going, ‘I want to work with you because of your humor on The Tonight Show’ — but if you listen to the songs I wrote for The Carpenters, I didn’t make sense for a rock opera,” says Williams. “But for Brian to have chosen me, I don’t know… somebody was whispering to him. It was one of the best jobs I ever had in my life.”

Phantom of the Paradise Paul Williams
William Finley and Paul Williams in a 1974 publicity still for Phantom of the Paradise. 20th Century Fox.

Phantom feels, in retrospect, like a very weird attempt at a big hit. It’s a knowing, satirical look at the still-nascent rock music industry, a Faust-inspired riff on the urban legend about singers selling their souls to the devil.

Its key players are the villainous, ageless Swan (Williams), the muse-turned-songstress Phoenix (a pre-Suspiria Jessica Harper), and Winslow (William Finley) a naive composer who transforms into a metallic-masked, silver-toothed, voice-augmented menace called The Phantom, who begins haunting Swan’s rock club, the Paradise. (The Phantom makes many modern viewers think immediately of Darth Vader, though George Lucas has not responded to our query about whether the Phantom influenced the Sith Lord.)

Phantom did not become, as you’ve probably noticed, a Star Wars-sized cultural phenomenon, or even a hit. 

The critics were largely positive: The Los Angeles Times’ Kevin Thomas called it “delightfully outrageous” and The New Yorker’s Pauline Kael said that De Palma “creates a new Guignol, in a modern idiom.” But The New York Times’ Vincent Canby called Phantom of the Paradisean elaborate disaster.

Audiences mostly stayed away — except in Winnipeg, Manitoba. It became the town’s equivalent of The Rocky Horror Picture Show, a treasure to be enjoyed again and again,and inspired the documentary Phantom of Winnipeg.

Now we can all enjoy the brilliance that Winnipeggers grasped most fully, as festivals like New Orleans’ Overlook hold semicentennial screenings, sometimes with guests like Williams in attendance. We spoke at Overlook with Williams and one of Phantom’s biggest champions, Ari Kahan, keeper of the The Swan Archives — the most comprehensive Phantom of the Paradise collection ever compiled.

 Joshua Encinias: Paul, tell me about writing songs for Phantom of the Paradise.

Paul Williams: I wrote them during my first casino booking at Harrah’s in Lake Tahoe opening for Liza Minnelli’s show Liza with a Z. I was doing two shows a night, and during the day, I’m writing songs for Winslow’s character. It poured out of me, you know.

 Joshua Encinias: My favorite song from Phantom, “The Hell of It,” is played over the closing credits. 

Paul Williams: That was our editor Paul Hirsch’s idea to use it at the end, which I thought was great. The song is about Beef (Gerrit Graham), and at some point, it became about Swan or who I became. I love the way it was used at the end. It was just a great creative moment from Paul.

Inside The Swan Archives


Ari Kahan, left, and Paul Williams at the Overlook Film Festival in April. Photo by Phil Nobile, courtesy of Kahan.

 Joshua Encinias: Ari, when did you begin the Swan Archives?

 Ari Kahan: I saw Phantom when I was 12 and it came and went, but I loved it, and the only way to stay connected to it was to find posters and other things that were related to it, and this was at a time when none of that was commercially available. I was limited to tracking down the posters that were used by theaters around the world. So starting when I was 12 or 13, I started collecting all that stuff. It got more and more out of hand as time went on.

 Joshua Encinias: When did you begin sharing your Phantom archive online?

 Ari Kahan: I went to Winnipeg’s Phantompalooza in 2005 and discovered that there were lots of other people like me, whereas I had always felt kind of alone in this because it was once in a blue moon you ran into someone else who had even seen the film. That’s when I thought there might be an audience that was interested to see all this stuff. So the year 2005 to 2006 is when I started digitizing and writing up the various narratives that became the archive. I didn’t just want to have hundreds of pictures of stuff. I wanted to tell stories about how and why the film was made and how it was received and how it was promoted and so on.

Paul Williams on Songwriters’ Rights


A painting by John Alvin included in the Swan Archives. Photo by Ari Kahan, courtesy of The Swan Archives

 Joshua Encinias: Paul, your character Swan is very much the stereotypical abusive industry person. It’s 50 years later and you’re the president of ASCAP, a not-for-profit group designed to defend artists from people like him. I’m sure that’s not lost on you.

Paul Williams: No, I never made that connection. That’s very, very cool. 

Burt Bacharach’s lyricist, Hal David, asked me to run for a seat on the board at ASCAP and I told him I ran twice in the ’80s but didn’t get elected. He said, “You’re a different man now. You’re 10 years sober and I want you to run.” I ran and wound up on the board. Then I was elected president in 2009 and I’ve been reelected eight times. I told them I could not be president if I had to abandon my advocacy for recovery.

I had been sober 19 years at that point and was doing a lot of public speaking, and I wouldn’t shut up about my alcoholism. Hal said, “Not only do I not want you to shut up, but I think there’s a message in where you are in your life and that a lot of songwriters and composers and people in general need to hear it.” So it was very cool.

 Joshua Encinias: Ari, what is the most interesting Phantom item that you own? 

 Ari Kahan: I had the original camera negatives and interpositives for the footage that had been thought lost or destroyed, the Swan Song footage. That is no longer in my possession. After I digitized it and did what I needed to do with it, I gave the original footage to the Academy Film Archive where they can be preserved in temperature-controlled rooms and get care that I can’t give them. Someday, if technology improves, someone else can come along and do a better job of restoring the film.

The Phantom of the Opera and the Repertoire of Brian de Palma

The trailer for The Phantom of the Paradise

Joshua Encinias: Your site has an essay about De Palma’s movies that shows you’re more than a Phantom scholar — you’re a scholar of De Palma.

 Ari Kahan: I started seeing the films he made before Phantom, and every film of his after Phantom became an event for me that I looked forward to and went to on opening day. I do love his work. In fact, Phantom is probably not even my favorite of his films, but my favorite film is just a sentimental favorite from childhood. He’s a guy who definitely puts himself into his films and does not try to hide what his own obsessions and interests are, so it’s easy to track themes and commonalities between his films. I think most of them are very personal to him.

 Joshua Encinias: What is your favorite De Palma film?

 Ari Kahan: It jumps around. Some days it’s Carlito’s Way. Some days it’s Femme Fatale. Some days it’s Casualties of War. And some days it’s Carrie.

Joshua Encinias: Ari is Phantom’s keeper of the flame. His presentation about his unofficial restoration of the movie and your Q&A with John Cameron Mitchell at the Overlook Film Festival were extraordinary experiences. 

Paul Williams: Ari’s been a remarkable advocate for Phantom and a friend. So much of the career that I have today belongs to the advocates and lovers of Phantom of the Paradise. They’ve kept it alive and the people along the way who loved it have offered me jobs. That’s how I wound up working with Daft Punk. That’s how I wound up with Edgar Wright. It’s just amazing, so I’m nothing but grateful.

 Joshua Encinias: During the Q&A, you said you helped cast Jessica Harper.

Paul Williams: The first time I saw her was in New York to have the actors sing for me and Brian. I walked into the auditions and there were several young women there to sing for the part of Phoenix. It was down to Linda Ronstadt and I hadn’t seen Jessica at all, but I walked in, and she was singing to herself. She was singing “Superstar.” I’m standing next to her and going, “Wow, that’s really wonderful.” I went inside with Brian and I told her to sing it to herself emotionally and not like she has to project to anybody. She was phenomenal, so of course, she got the part. Jessica has a kind of innocence, and yet she’s sexy and playful. 

Ari Kahan on The Phantom of the Paradise and Darth Vader


Kahan with a Phantom mask. Photo by Jacquelyn Nice, courtesy of the Swan Archives

 Joshua Encinias: Ari, I’m curious if you think Winslow’s robotic voice, labored breathing, and scarred face were an inspiration for Darth Vader?

Ari Kahan: No question. Nobody that I know of has asked Lucas to his face, but I do know that there was a preview screening of Phantom on the Fox lot in July of 1974, so, four or five months before the film was released. Lucas was at that screening and was sufficiently impressed by Paul Hirsch’s editing — and I assume that based on Brian’s recommendation of Hirsch, that Lucas brought him on to edit Star Wars. I can’t imagine that between the voice box and the heavy breathing and the black outfit that some of the Phantom didn’t creep into Darth Vader. But I have no hard evidence and nobody that I know has ever admitted to it.

You can find the Swan Archives at swanarchives.org.

Main image: The Phantom of the Paradise. 20th Century Fox.

Editor’s Note: Corrects timestamp.