Late in the evening, just as a skeleton puts out its cat for the night, the masked Phantom stalks the graveyard, pausing only to insult an overly inquisitive owl. The Phantom enters the local opera house and falls in love with Kitty, a feline singer who is terribly jealous of the star of the show, a husky-voiced hippo. The Phantom falls in love with Kitty at first sight. For her sake, he sabotages the hippo (by popping and deflating her). Then he puts a phonograph player down Kitty's skirt. She walks out and pretends the recording is her own voice. Even though the record skips and, moments later, slows down to a stop (forcing the Phantom to crank the machine for her), Kitty is a hit. But does she appreciate the Phantom? No. Backstage, she jumps into the arms of Oswald the Rabbit. Enraged, the Phantom grabs Kitty and takes her down with him to the catacombs underneath the stage. Oswald goes on a rescue mission, as the Phantom warns Kitty that she must never look underneath his mask.
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