With a plague known as the red death spreading across his kingdom, Prince Prospero invites all the noblemen & rich to his castle where he intends to hold a masque. In anticipation of the festivities, Prospero also forcibly brings the attractive young women from the village including one named Julietta. Back at the castle & Prospero instantly falls in love with Julietta, which doesn't sit well with his wife (and sister) Lucrecia.