天禾年间，天禁司首席侍神慕容锋捉拿叛逃天界的虎蛟。虎蛟在天牢意外被杀，而在赌坊逍遥的慕容锋却成了凶手。为还自己清白，慕容锋与唯一能为自己作证的凡间女子洛溪，一同前往天禁司，却不知道他们正在揭开天禁司禁地之中蠢蠢欲动的阴谋
1926年的上海，青年演员宋丹平（张国荣）因主演歌剧迷倒成千上万女性，但对她们他均不动心，单与清纯的富家少女杜云嫣（吴倩莲）坠入爱河。然而因为他的戏子身份，两人恋情曝光后遭到杜云嫣父亲的强行阻止，杜云嫣被禁闭在家，许配给某豪门显贵。与该权贵公子的订婚夜宴上，杜云嫣装病离席私会宋丹平，权贵公子发现后妒火中烧，派人毒打过宋丹平后放火焚烧了剧院，杜云嫣自此成为外人眼中的疯妇，而已成废墟的剧院因为每逢月圆之夜会传来虚无缥渺的歌声，被传是宋丹平的鬼魂作祟。 十年后，某个小剧团暂住进被传有鬼的剧院，青年演员韦青（黄磊）遇到如幽灵的宋丹平，爱情悲歌随即再次上演。
The moon rises at a predestined angle and awakens the sleeping Dr. Phibes in 1928, three years after the events of the previous movie. To his dismay, he finds that his house has been demolished and his papyrus scrolls stolen, the scrolls he needs to find the Pharaoh's Tomb in Egypt, where the River of Life flows. After identifying the source of the papyrus theft, he packs and leaves for Egypt with his assistant Vulnavia - whose face displays no effects from the acid shower she received at the end of the previous film (although the character is now played by a different actress, Valli Kemp). His primary goal is the awakening of his dead wife, Victoria. The thieves of Phibes' scrolls suffer an attrition problem as Inspectors Trout and Waverly chase Phibes across the world. The party is led by Beiderbeck (Robert Quarry, best known for playing Count Yorga). Although he looks young, he is several hundred years old and wants to find the River of Life in order to stay alive and be with his lover Diana (Fiona Lewis) forever. This time Phibes' murders all have an Egyptian theme to them; for example, one character is sand-blasted to death. Other deaths include someone being stung to death by scorpions, being eaten by an eagle (in the original script impaled by a gold eagle in the same way a doctor in The Abominable Dr. Phibes was impaled by a golden unicorn), and a golden snake piercing someone's skull. At the climax, Beiderbeck sacrifices his life in order to save Diana. The film ends with Phibes riding a raft down the River of Life with Victoria, while singing "Over the Rainbow" (which is strange, as this film is set in 1928 but "Over The Rainbow" wasn't written until 1938). It is left ambiguous whether Victoria is resurrected or not, although a picture inside the DVD shows her in the raft with her eyes open and smiling at the camera
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