Six months later, Winslow hears on the radio, while assembling tiddlywinks games in the prison rehab center, that The Juicy Fruits, whom he hates, have made an anticipated hit record of his music with Swan's backing. His teeth are now replaced with shiny metal ones. In prison, Winslow's teeth are extracted as part of an experimental prisoner program funded by the Swan Foundation. Winslow is given a life sentence in Sing-Sing Prison. When Winslow sneaks in once more, Swan orders he be thrown out again and for his minions to beat up Winslow and frame him for drug dealing. Winslow is told of Swan's plan to open the Paradise with Winslow's music.
One of them is Phoenix (Jessica Harper), an aspiring singer, whom Winslow deems perfect for his music and the two quickly fall for one another. When he sneaks into "Swanage", Swan's private mansion, to find out what's going on, he observes several women all rehearsing his music for an audition. When Winslow arrives at Death Records, Swan's record label, he is thrown out. Swan is deeply moved by Winslow's song, and, deeming Winslow's music as the perfect music to open "The Paradise" - Swan's anticipated concert hall, has his right-hand man Philbin (George Memmoli) steal it.
The story follows music composer/singer Winslow Leach (William Finley), who is seen by Satanic record producer Swan (Paul Williams) during his performance as a back-up act to the nostalgia band The Juicy Fruits, whom Swan produces.
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