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Nicholson plays Lieutenant Andre Duvalier, an officer under Napoleon who finds himself lost along a stretch of beach, where he is seduced by the beautiful Helene (Knight), who may or may not be a ghost. His obsession leads him to the gloomy castle of Baron Von Leppe (Karloff), a recluse haunted by the ghost of his dead wife, Ilse, who Andre suspects is actually Helene, or vice versa. Longtime Corman regular Dick Miller plays Stefan, Von Leppe's trusty servant, and Dorothy Neumann is a witch who may be using Helene as a tool for revenge. (jakelijan virallinen teksti)

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