In the fifth-floor walk-up apartment on Manhattan’s upper west side, Shades and Elizabeth are ghosts who are stuck in this plane of existence until they can meet the challenge of committing an unconditional act of love.  Shades, distraught over her murder by her fiancée, prefers to chase men off from this, her former apartment.  Elizabeth prefers the presence of men rather than women.  Mrs. Venetti knows something supernatural is scaring off the tenants and has developed a scam of it.  Geoffrey arrives to look the place over, accompanied by his pal Matthew, who’s home has been Geoffrey’s temporary quarters.  Shades is quite taken by Geoffrey, but hides her attraction from Elizabeth, vowing to make this a quick and efficient haunting.  Shades sticks to her word, starting the haunt before Geoffrey has even finished unpacking.  Geoffrey is determined not to let anything stand between him and his big chance at fame.  Exasperated, Shades appears to Geoffrey after dismantling his groceries.  Geoffrey is equally infatuated with Shades, but determined to let nothing undermine his musical progress.  Geoffrey attempts to convince Matthew of Shades’ presence, but she refuses to appear for Matthew. Geoffrey struggles to compose a song which obsesses him.  Shades decides to lend a hand, but they are interrupted by Mrs. Venetti, who introduces Peter Crawford, Shades’ murderer.  Geoffrey is impressed by Peter’s style, charm and wealth.  Peter feigns interest in Geoffrey’s artistic bent.  Shades is horrified, but can do nothing without risking Oblivion.

As the second act begins, Shades has turned a kinder, gentler leaf, but Geoffrey is too driven by his work now.  Geoffrey announces to Matthew that Peter has offered his patronage.  Matthew warns Geoffrey that Peter Crawford has quite a nasty reputation, but Geoffrey is determined.  Peter decides to destroy the building and rid his conscience of his crime forever.  Shades vows that will never happen, but is stopped from attacking Peter when Geoffrey enters.  Peter begins to suspect Geoffrey knows something more and plots to kill Geoffrey.  Peter is about to torch the place one evening, rendering both Mrs. Venetti and Geoffrey unconscious.  Susan is about to appear in order to interfere, when Elizabeth steps in and scares Peter Crawford into a heart attack, then gets whisked away herself by the Spiritual Masters.  Susan helps Geoffrey with his song in which they both admit their feelings for one another; this allows Shades to enter the next level alongside Elizabeth.