The plot begins in 1938 in African land of Bengalla. Four centuries earlier a sole survivor from pirate-stricken English ship became The Phantom, masked avenger sworn to fight evil. The mask and the legend of the immortal Ghost Who Walks was passed from generation to generation. The last menace to be confronted by Phantom is Xander Drax (played by Treat Williams), evil industrialist bent on world domination. His thugs led by evil Quill (played by James Remar) have stolen the sacred skull of Tuganda tribe. If Drax gathers three skulls, he would gain immense power and rule the world. Drax's worst enemy is Dave Palmer (played by Bill Smitrovich), New York publisher who wants to expose his shady practices. He sends his niece Diana (played by Kristy Swanson) to Bengalla in order to gather information. There she gets in trouble, but Phantom (played by Billy Zane) rescues her. After that Phantom, travelling under the name of Kit Walker, goes to New York in order to directly confront Drax.

The Phantom, although very popular, couldn't compete with the likes of Superman, Batman or Spider-Man in the area of name recognition or built-in fan base. Therefore, creators of THE PHANTOM couldn't expect large budgets and opportunities for "hip" creative approach were limited. Screenwriter Jeffrey Boam adapted the comic books in the simplest possible way, setting the plot and characters in 1930s. This was wise decision because the masked man in pink suit, secret underground caves and power-mad industrialists are hard to take seriously in contemporary world. On the other hand, lovingly recreated period detail brings back memories of INDIANA JONES movies, which is hardly surprising, since Boam had written the third movie in Spielberg's series. Simon Wincer, Australian best known for his work on movies involving animals, directs the film with the emphasis on non-stop action. At times movie sinks to the level of self- parody (especially in the scene where Phantom's horse manages to outrun airplane), but the cast seem relaxed and even the most outrageous roles (like Carey-Hiroyuki Tagawa as anachronistic pirate leader) are adequately played. Last but not least, Wincer knows how to use natural beauties of Thailand locations, turning THE PHANTOM into pleasant experience even to those who have trouble with the film's intellectual deficiencies. The fans of the original comic book might have more reason to complain, but on the other hand, judging by similar comic book adaptations in recent memory, this adaptation could have been much worse.