Author's Note: I am re-writing this story with the help of my friends because looking back at the original version, it just didn't seem right. Instead of the Broadway show, I based the Phantom and most of the story off the Joel Schumacher film, and the love triangle between him, Belle and the Beast could have been done a lot better, in my opinion. So, I hope you enjoy this new and improved version even more.

Disclaimer: I do not own any of the characters featured in this story. The characters from Beauty and the Beast belong to Walt Disney, The Phantom of the Opera belongs to Gaston LeRoux, and songs from the Broadway show belong to Andrew Lloyd Webber.

Snowflakes drifted from the midnight sky, slowly descending along a frozen riverbank. It was a winter's eve, a Christmas Eve. And across a stone bridge spanning across a large peak where the riverbank sat, there stood a great castle, with multiple towers and spires, where every window was stained glass each showing either a person or an event or a simple story. It stood tall with it's thick stone walls and brick ceilings and large wooden doors. Outside the castle, it was a simple structure covered with snow. But inside, it was alive with lights, music, and decorations.

At the very bottom of the castle, where a simple window was overlooked below the bridge, there lay a dark room faintly illuminated by candlelight. In the darkness, a single hand reached for an ink tray with a brown quill in his gloved hand. The mysterious figure delicately worked on some sheet music sitting on the piano, his left hand playing the keys while he wrote or edited his notes with his quill. He was preparing a gift for the prince this winter's night, a Christmas gift which this man had been working all year.

None can say how long that he worked in the palace nor did anyone even seem to know he was around. But this man had prepared several pieces throughout his career and this he conceived to be his best work to date. Finally, after years and years of service, he hoped this piece would be the one that not only wins the prince's favor but grant the poor unknown composer his full attention.

As he sat in his chair, overlooking his notes silently determining if all had met his satisfaction, a knock at the door drew his attention followed by a male voice. One of the servants, undoubtedly, seeking the composer's attention.

"Excuse me, Maestro," The voice spoke. "But the Master is waiting for you."

On any normal day or night, the composer would merely slide his pieces through a tiny slot atop the door and then the court orchestra would play his music. But not tonight, for on this Christmas Eve, things were going to be different. No longer would he permit any of the staff to perform this masterpiece for the prince, none except for him. This time, the mysterious court composer would make his presence felt for the first time in this kingdom's long standing history. But first, there were some things that needed to be taken care of.

As he lifted himself off the stool, he went to one corner and strolled towards a desktop where a mask and a powdered wig were strung on a golden head on the corner. As he reached for the mask and the wig, his eyes glanced upon a tiny black-and-white portrait of a woman sitting in a pose and seemingly looking at him. She appeared as a graceful woman, with curly hair and a silk fabric wrapped around her head. By then, his fingers grasped the mask which he himself carved and decorated for the occasion.

The court composer preferred to keep himself anonymous for the time being, planning to simply perform his piece toward any who cared to listen. But mostly, the one person he wanted to hear his piece was the prince. Once the event passed, all the guests returned to the nearby village below the mountain and all the staff returned to their quarters, he would return to his solitude and continue his work undisturbed.

For now, of course, his public was awaiting for him. He lifted the mask over his shadowed face then made his way toward the door. He departed from his private room, closing the door behind him all while the portrait sat in its place illuminated by candle light.

"Bring me my presents!"

A shout arose from the young man sitting upon the throne, drawing all the guests to face his attention. He was the young heir to the castle throne, when the King and Queen were no longer fit to rule. His gaze stared across the floor, nearly shrouded by his long wavy brown locks. He wore a white buttoned shirt and long black pants, a simple choice of attire yet no one would dare argue. The servants of the castle stood in line to present their gifts before their prince, who sat upon his throne with a stern gaze that made them approach with a nervous expression. Still, this was Christmas Eve, which the servants hoped would be special for their young prince and hoped their gifts would meet his approval.

One of the servants, a lanky man with a thick French accent, and puffy golden hair bowed before the stern prince. In his hands he presented a present, a gift wrapped with blue paper tied with a red ribbon.

"Your Highness," The servant spoke. "Please accept this humble gift as a token of our appreciation. I know I speak for everyone when…"

"Oh, just give it to me!" The boy interrupted, clearly uninterested and snatching the gift from the servant's hands.

As the servant timidly handed the gift to the impatient prince, all while the guests watched with equal uncertainty, a man in a gold mask that covered his eyes and nose, decorated with dark patterns around the eyes and with a black cloth covering his mouth and chin, passed casually through the crowd. With his mask, complete with his fancy attire consisting of a white powdered wig, black breeches, a white fleece shirt, tucked beneath a gray waistcoat and a dark gray frock coat, he could pass off easily as a humble guest whereas this was by no means a regular Christmas party. This was in fact a masquerade Christmas party, where most of the guests and household staff all got to wear a mask including the servant who backed away once the Prince had his present. Yet as far as the prince was concerned, he never felt the need to wear a mask himself or for that matter simply didn't care.

The young heir ripped the wrapping paper off with a fierce swift of his hands until all that was left was the gift itself sitting in his hands. It was a hardcover book, decorated with gold lining yet otherwise lacked a title on it's brown surface. The type of book to hold heavy layers of paper in between, no doubt a good hard read for any who would take the time to read. The young prince eyed the book without even opening the cover until his eyes slowly reached toward the servant, who was just nearing the others when he at last spoke.

"A storybook?" The prince questioned, not expecting an answer. "You call this a present?!"

Enraged, the boy hurled the book against the floor, bouncing against the red carpet till it reached the servant's feet. The toss left a serious dent along the spine of the book, but otherwise the book was in no worse condition.

"Throw it in the fireplace where it belongs! And where is my court composer?! If I have to clear out my instructions one more time…"

"I am here, Master."

The crowd turned around to face the man that spoke, while the prince stared from his throne. The court composer himself emerged from the crowd, as they split off to allow him to walk. His steps bounced along the tile floor as he slowly walked through the gathering of men and women watching him. But they noticed that he was not approaching the prince as expected, instead the silent composer made his way towards the piano sitting by a large window overlooking the peaks. He sat before the chair and adjusted his orchestra piece placed along the stand. He then turned to the Prince awaiting his orders, while the young prince watched him the whole time.

"Humph, about time you showed up." the Prince spoke. "I hope you have something better for me."

"Your Highness, these past twelve months, I've put together what I am pleased to call my magnum opus for this occasion," The composer spoke, his voice a low yet hypnotic in tone. "To my most prestigious ruler, my fellow staff, I trust you will all enjoy it."

The composer then turned before the composition, rubbed his fingers together, before playing along the keys as music echoed across the room. It was a melodious piece of music, its harmony playing as if it were telling a story through song. By then, he no longer had to read the notes but allowed the song to guide him as his eyes were closed and he moved as if the music coursed through his veins. The guests and the workers watched silently, entranced by such an astonishing piece of music. But as the Prince looked on, his gaze locked upon the composer who had come on this night, he suddenly stood up from his seat.

"What is THAT?" he snapped.

The composer stopped playing, his fingers pressed against the last keys that let out a final burst in the hall. As the servants tried to calm them despite how they shared in their fear, none could tell what was on the composer's mind, for all that could be seen were his eyes as he turned to address the Prince. Yet he himself, the man who they knew little to none about, tried to keep the peace.

"Your Grace… This is merely a ballad, a small piece inspired by someone who was quite dear to me. And, forgive me for saying so, Master, but… I find it quite rude of you to interrupt me while I'm playing, especially when it's something I have written in your honor…"

With every word the composer spoke, the crowd could hear the anger building up in his voice, an anger the threatened to boil over if he did not calm himself down.

"Now, if you'll just let me proceed with the piece…"

"Ugh, don't bother! I hate it."

The crowd murmured in response to the prince's blunt statement, yet none were willing to speak aloud for fear of enraging their ruler further. Judging by what anyone could barely see from his glaring eyes, the offense of the young man's words made itself as clear as a dagger through the composer's heart.

"Hate it?" he sneered. "I haven't even made it through the first course, of a piece that took time and energy off of my entire schedule, and you say that you HATE it?"
"You watch your tone, Maestro!" the Prince retorted. "If I say that I hate the drivel you've written, then hate it, I shall!"

The composer rose from his seat. "How DARE you? This piece was the result of a lifetime of passion, a masterpiece worthy of the highest honor, and you just expect me to sit idly by while you insult and disrespect all my hard work and won't even give me a chance to play its final symphony!"

"A masterpiece?" the Prince scoffed. "You must be joking. If you say that piece was inspired by someone dear to you, then you must have very low standards if that dismal display was anything to go by. Why would I ever permit such gloomy music to echo in my halls? It's a disgrace to my Christmas!"

"I see only one disgrace in this entire castle and that is you!" The composer erupted, his anger flared.

"How dare you speak to me with such insolence!?" the Princes retorted furiously.

"I speak only what the rest of these self-loathing cowards are afraid to, and I say that you are nothing but an obnoxious, spoiled, disobedient, tasteless brat!"

In an instant a loud gasp erupted from the stunned horde of servants that had gathered in the room. Never in either of their lives had anyone on the staff had such audacity to speak to their prince in such a way. Of course it wasn't as if nobody had their own secret frustrations with the only heir to the throne, but still, even they couldn't pull off what the mysterious composer had done. And they watched as the Prince was deeply offended as if the composer clearly crossed the line. His nostrils flared, the fire burned in his eyes, and he thrust himself off his chair standing at full height.

"No one talks that way to me and gets away with it! GUARDS!"

In an instant the castle guards pushed their way past the servants, as the composer turned to the commotion. He saw the guards in their black, gold and blue garbs, with long hats and wielding halberds. Before he could make a move, two of the unarmed guards each grabbed the composer by the arm as he tried to shove them off. In the commotion, one of the guards accidentally crashed his elbow into the side of his head, jerking the mask and powdered wig loose. And as they fell to the floor, members of the crowd, but mostly the women, screamed in terror and even the guards were taken by surprise.

The Prince silently observed the face upon the unveiled composer, but the crowd could tell he was repulsed by such a discomforting appearance. He merely sneered at the man before turning away so his eyes wouldn't meet his face again.

"So… This is why you never show your face. Frankly, I don't blame you. You are hideous!"

"My mother always told me to never be deceived by appearances," The composer replied, as he hung loosely in the guard's arms. "For beauty is found within."

"Then your mother was a fool."

At that moment, the disfigured man's composure completely snapped. Pulling himself free from the guards' grasp, he tried to launch himself at the Prince, his hands thrusting forward, ready to strangle the life out of his worthless neck. However, just before his fingers were only inches away from the royal heir's throat, the other guards tackled him to the ground and restrained him once again, forcefully placing shackles upon his wrists.

"Remove this…creature from my sight!" The Prince ordered. "Take him to the tower, he can rot there for the rest of his life!"

Nodding their heads in response, the guards obeyed their ruler's command and proceeded to drag the still-thrashing composer away, towards his fate. As he was forcefully dragged across the tiled floor, the composer's gaze fixated on the Prince himself, a gaze filled with pure loathing and anguish at the man who had just taken everything from him with a single command. Soon enough, the composer ceased in his struggles to break free from the guards' hold on him and simply allowed his feet to drag across the floor. As he was pulled further and further away from the prince, his mind began to reel with visions of the one he had composed his piece for, and how it was tarnished so casually by such a vile brat, as he would put it. It disgusted him to his very core. Of course, as he took a moment to look away from the Prince, and towards the other members of staff, he felt a large amount of regret as he saw the looks of horror and repulsion across their faces. With each of their faces burning deeper into his mind, the composer let of one final sigh as he was finally taken through a pair of double doors, which slammed shut behind them by some of the other guards, making the man disappear from everyone's sight. With the disgusting man gone from his sight, the Prince turned towards the rest of his servants, who looked back at him with fear and confusion.

"What are you all staring at!?" he snapped, sitting himself back down. "Bring me the next present!"

However before another word could be said, a sudden knock at the door drew everyone's attention. Needless to say, upon hearing the noise, the Prince gritted his teeth in further anger and he furiously stood back up, his head snapping towards the door.

"Who else disturbs my Christmas?!" The Prince shouted.

Not waiting for an answer at the door, the Prince furiously stepped off his throne and made for the door before either the guards or the servants could answer. He pulled the double-doors open and that was when he saw her. An old beggar woman, standing knee deep in the snow, with wrinkles like that of a moldy prune, covered in a filthy, ragged green cloak, and a small rose grasped in her skeletal grip. The Prince, staring at the abomination, resisted the urge to vomit as she spoke.

"Please," said the beggar woman, "take this rose in exchange for shelter from the bitter cold."

"I don't need a rose!" The Prince sneered in disgust. "Go away, you wretched old hag!"

The Prince slammed the door in her face, before the old woman could respond. And yet she just stood there, her eyes turning into a glare, the rose in her hand suddenly beginning to glow and sparkled with a mysterious light. Before the Prince could even take a few steps away from the doors, they suddenly flung open behind him, causing him to turn, only to be partially blinded by the brilliant glow of light. The stunned Prince, trying to shield his eyes from the light, then saw something he truly couldn't believe, that in place of the beggar woman he had turned away, was none other than a beautiful enchantress, who floated above him with a cold stare and a powerful echo in her voice.

"You have been deceived by your own cold heart. A curse upon your house and all within. Until you have found one to love you as you are, you shall remain forever… a Beast!"

And with a wave of her hands, a stream of magic exploded in midair before swirling all around the startled young Prince. The Prince felt a pain in his jaws, holding his mouth when he felt a stabbing pain on his fingers. Removing them, he was stunned to see his teeth sharpen and extend into fangs. Before he could react, his ears twisted and shrunk becoming pointed. All the while, his hands widened, fur covered his skin, and sharp nails sprouted from the tips. The crowd looked in horror as the prince's clothes were outstretched and shredded as his body expanded with muscles and large forearms. His feet exploded with large animal-like feet with similar features as his hands. And as the transformation reached its end, the prince suddenly appeared more beastly than man as a loud roar erupted shattering some of the glass windows surrounding the gala.

Meanwhile, the guards had dragged the composer through another part of the castle up to the point where they were approaching the start of the tower staircase. By that point, the composer was held limp as if he had been struggling for the past few minutes. All of a sudden, before the guards reached the first step, they heard the loud roar. So loud, it stirred the composer awake as the guards turned to a bright light approaching in the dark.

"What was that?!" One of the guards shouted.

With the guards distracted, the composer saw his chance and yanked his arms till he was free from their grasp. Before one of the guards could react, the disfigured man reared back his shackled fists and delivered a quick punch to one of the guards' face, shattering his teeth and knocking him on the ground. Quick as a whip, the composer then reeled and delivered a stiff left knee to the stomach knocking the wind out of the other guard. As the guard reeled over from the pain, the composer twist his body and delivered a swift right kick to the chest, sending the guard rolling head-over-heels before stopping near his companion. Quickly taking action, the composer then began to rummage through one the unconscious guard's person until he found a set of keys, one of which being the one he needed the most.

After unlocking the shackles and freeing his wrists, the composer returned his attention to the other guard. However, before he could do anything else, he suddenly saw a shower of glittering dust zoom over them. Before they could react, the magic took hold of them. The composer watched in shock as he witnessed their skin turn into iron, metal plates expanding from their chests, and a metal helmet sprouting from the collars, misshaping their heads into that of an actual helmet and all while their face disappeared into blackness. To the man's surprise, the once human guards before them had been transformed into suits of armor, the like of which that appeared to be moving as their fingers twitched.

But then, the composer saw that the magic cloud was approaching him next. Not taking a moment to second guess as to what was happening, the composer instantly ran from the dust as fast as his legs could carry him, the magic showering across the very floor he stepped upon.

Faster and faster, the composer tracked down the halls as he could feel the sweat beading down his face. Never before had the man felt so terrified or for that matter, the very thought of his fate should he stop for but a small moment. The very thought of the magic dust wrapping around his body, coursing through his veins, and changing him into heaven knows what, was simply unimaginable. No! The composer would not meet such a fate, he was determined to escape, no matter what it took.

All of a sudden, the composer turned ahead and skidded to a halt, mere inches from a solid wall with nothing except a wardrobe near the side. He quickly felt the wall, hoping to find some secret mechanism or perhaps a hidden door, but he felt nothing but solid material. He turned to see the magic dust slowly floating towards him as he slid along the wall till his arm made contact with the wardrobe.

Just as he assumed the worst, he felt the wardrobe slide easily as if it were weightless. Thinking quick, he pushed with both hands and realized the doors to a wardrobe was actually one door hiding a passageway. Not even taking a second thought, he instantly rushed inside, closing the secret door behind him until he found himself alone in utter darkness. He slowly edged back as a faint glow shined near the bottom edge of the door, standing silently and waiting for the strange phenomenon to pass.

The light suddenly appeared to disappear from his view, as his eyes returned to sudden darkness. He waited for a few minutes until he felt it was safe to emerge, as he slowly pushed the door open. As he slowly stepped out, with one hand covering his face, he turned side to side and it appeared that the castle was empty. Not a soul could be heard, not a trace of life could be seen, and all the lights in the halls were snuffed out. And there he stood, standing alone and quiet in the darkness as if he never left.

All of a sudden, as he turned to walk down the halls, the mysterious woman herself, the enchantress, stood before him with a look of surprise. Upon seeing her, the composer practically swooned at such a beautiful woman floating before his eyes. With long golden hair that flowed in the air, a silver band draped across her head, and a flowing white dress that draped across her body and appeared to be just as weightless as her hair. In her right hand, a single shining rose that glowed with the same magic as that of her eyes. Just as the enchantress lifted her hand to cast an enchantment, she suddenly stopped.

The woman's beauty was so entrancing to the gentleman standing before her, that the composer didn't even notice his hand slowly drifting down from his face so as to tell himself that he was not imagining this. And when she looked at him, a thought swept in her mind as she too lowered her hand while the magic itself quickly diminished.

"No," she spoke. "You've suffered enough, it would seem."

It took a small moment for the man to realize that she was staring at his entire face and he quickly shielded himself despite being too late. Yet he felt surprised, as his eyes watched the mysterious woman. She was neither afraid nor appalled and not even in scorn, it was foreign to him because of the way she looked at him. The way her eyes traced along him, the very look itself as he just stood there. He didn't respond at first, but as the enchantress began to turn, he finally stepped up.

"Who are you?" The man asked, softly. "What have you done?"

"I am called Rosemund," The woman spoke, her voice echoing with each word. "What you have just witnessed was but a small essence of my power. Power that altered all the castle's inhabitants into what represents and symbolizes their humanity. All, that is… Except for you."

"But why? Why perform such a feat upon these innocent people? Even the ones that have done nothing to deserve such a fate?"

"It was unavoidable. With such a vain and selfish heart ruling over them, it is only natural for the magic to also take hold of those who would willingly serve him. I don't take pleasure in doing such a thing, but it is not in the nature of magic to ignore those who remain in the same household.

"And… the Prince?"

"The Prince brought this fate upon his legacy, his castle, and those in servitude, and thus he takes the full blunt of my power. If he so chooses to be vile and beastly… then a Beast he shall be."

Adding to his point, a tremendous roar echoed through the castle halls. The very roar startled the man, who felt as if the castle shook from such a mighty force. The moment he took note that what this enchantress, this Rosamund, spoke was true. The Prince indeed was cursed and yet the composer felt no pity for his master's fate.

"A befitting punishment for one so spoiled and cruel," The man spoke, coldly.

"Indeed," Rosamund pointed out. "However, even a cruel heart can be changed if put under the right circumstances. Should he take heed of the bestowed conditions, only then will he and those in his household be freed from the magic."

"You mean… his curse can be broken?"

"It will be difficult, but not impossible. Should the Prince learn to love another and earn their love in return by the time he reaches his twenty-first year, only then can the curse be lifted. If not… then he shall remain a beast for the rest of his days."

"What does that make me then?" The composer asked.

"You… You are free," Rosamund replied simply. "I choose to not have the magic bind itself to you because you've already faced the world's cruelties. But from here on, you can leave the castle whenever you wish, continue your work to your heart's content, and live in a place where no one can raise you cruelly. There is still a chance for you to be happy, you just have to turn from this place and walk away."

However, despite the enchantress' insurance, even with the promise of his freedom, all this seemed to only make the composer angry.

"Walk away…? You expect me to just simply walk away, while that miserable swine of a Prince is given the chance to be restored!? You truly believe I'd accept such a thing!? Where do you expect me to go when I look like this!? I'll be even more of an outcast, a freak, a monster… than I ever was in this damned castle! You haven't freed me, you've doomed me, just as you did all the other poor souls living under the Prince's boot!"

Though startled by the composer's harsh words, her pity for him quickly grew upon hearing them. So much so that a soft glow started to emanate from her hand.

"I would never be so cruel as to cast you out into the world with such a burden. You have already suffered more than any one person should, and you don't deserve to endure any more of it. Just as I have cursed the Prince, I can also provide you with a blessing. To give you a new face, one that will never cause you any suffering ever again."

At those words, the enchantress reached out her hand towards the composer's disfigurement. But before she could even touch him, the composer smacked her hand away, a look of fury etched across his face.

"I don't need your charity, or your pity!" He snapped. "Do you honestly think that I'm simply going to disappear into the night, knowing there is a chance for the Prince to be saved from your spell!?"

"You wish for him to remain as he is?" the enchantress asked.

"He never showed compassion to me, nor to anyone else." he continued. "Why should I be any different?"

Rosamund sighed upon hearing that.

"Perhaps the two of you are not as different as you believe." she stated bluntly. "I see now that the years of suffering you have endured has left you with your own form of darkness in your heart. However, you need not stay like this, should you decide to embrace compassion for the Prince and guide him through his ordeal-"

"Never!" the composer interrupted. "I would rather bring myself to the gallows before showing that piece of filth decency that he doesn't deserve. You think that turning him into beast is enough of a punishment? No. If there is to be a curse upon that fool, then I shall be the one who makes it fall upon him. For I am his true curse. From this night forward, I vow that no matter how long I have to wait, no matter any pain that befalls me, even if I must DIE in order to ensure it, the Prince will NEVER be human again!"

The enchantress couldn't help but feel a fair amount of grievance, looking straight into the composer's eyes as he spoke, she saw so much malice, so much rage, it was like what she saw in the Prince's eyes in a way. However unlike the Prince, she knew that these emotions were justified… and she couldn't help but feel an immense amount of guilt for adding to his grief with her words.

"If you wish to stop me," the composer continued, "then you'll just have to cast your spell one more time, won't you?"

At those words, Rosamund knew that she would not be able to convince the composer to abandon his dark vow, for he KNEW that she wouldn't cast her magic again if if he'd asked. Once again, she saw the look of malice spread across his deformed face and internally wept, knowing that SHE had created this… monster.

"You've chosen a very dark path to follow, good sir," she finally said solemnly. "I will not argue, because I know I cannot convince you to do otherwise, nor will I interfere in your efforts. Let it be known that you shall serve as a further obstacle that the Prince must overcome in order to be granted redemption. But know this, even if you do fulfill your vow of vengeance, you will only end up suffering even further."

"At least I'll take comfort in the knowledge that HE shall suffer with me." the composer retorted.

"Then so be it." the enchantress sighed. "May you find some contentment… no matter what form it decides to take."

With those final words, Rosamund waved her hand once more and the composer stared in awe as she faded away into her own magical light, before he could even reach out to stop her, the enchantress has completely disappeared, leaving him alone in the hallway. As Rosamund's final words began to sink in, the composer clenched his fists with anger and determination. As the roar of the beast continued to echo throughout the castle, his desire to make him suffer festered and boiled like a plague on his mind. Finally, with fierce thunder in his step, the composer turned away and returned to the secret passage entrance. As he held the doorway open, he turned back to the dark hallway with a burning fire in his eyes.

"You believe that you now know torment, boy? You have not yet even begun to suffer!"