Count Nodosheen has died, and all have gathered to hear the reading of his will. To Julie Sentash [Patience Collier], the castle nurse, he leaves 1,000 koronas and food and lodging for the rest of her days. To Master Fabio [Maurice Denham], the castle historian, he leaves his library. To Lt Imre Toth [Sander Eles], son of his old army companion, he leaves his stable, horses, and cottage. To his aging wife Elisabeth [Ingrid Pitt], he leaves his estate to be shared equally with their only child Ilona. And to Captain Dobi [Nigel Green], the castle steward, he leaves his arms and uniforms. Dobi isn't pleased with his bequeathal after 20 years of service, but there is one thing he's happy about. After 20 years as the Countess's secret lover, Dobi finally has her to himself. Not that the Countess is equally as happy to have Dobi, for she is too distracted by young Imre's good looks and youthful manhood.However, there is much to do. Ilona, who has lived in Vienna since she was six years old and is now a grown woman of 19 years, is returning to the castle on the morrow. The Countess, who is not known for her kindness, is preparing to bathe, when she notices that chambermaid Teri [Susan Brodrick] has made the bathwater too hot. After chastizing Teri, Elisabeth requests a peach. The frightened maid, in slicing the peach, also slices herself. Some of her blood spills on the Countess' face, and Elisabeth later notices that she looks much younger. Dobi is astonished at the change in Elisabeth, but he won't go so far as to bring Teri to her, so Elisabeth goes to Teri. The next morning, Teri is missing, and Elisabeth looks half her age. Knowing that her daughter is due to arrive and not wanting any competition, Elisabeth arranges to have Ilona [Lesley-Anne Down] kidnapped en route and held captive in a cabin in the woods with only the mute old gamekeeper Janco [Peter May] for companionship. That evening at dinner, Elisabeth presents herself as her daughter, saying that her mother is not feeling well. Imre is smitten with her beauty and so starts the love affair between Ilona/Elisabeth and young Imre...much to Dobi's dismay.Two nights the lovers spend in each other's arms, and Elisabeth has never been happier. Then, sometime during the second night, she suddenly reverts to her old self (literally). Knowing that Elisabeth must have the blood of another girl, Julie invites a gypsy girl [Nike Arrighi] into the castle to read Elisabeth's fortune and become her next victim. And so it goes. Imre courts Ilona/Elisabeth, Julie finds fresh blood every few nights, and Dobi seethes in jealousy. Imre, utterly obsessed with Elisabeth, asks her to marry him. Elisabeth says yes.Dobi has had enough. He wants his Elisabeth back and decides to set Imre up. Dobi and Imre go drinking together one night, and Dobi arranges for Ziza [Andrea Lawrence], the pub whore, to accompany Imre home and sleep with him. Dobi makes Elisabeth watch. Elisabeth decides to use Ziza's blood when she suddenly turns old again, but it doesn't work. Master Fabio, who is beginning to catch on, informs them that it must be the blood of a virgin, so Dobi buys the plainest girl he can find, thinking she could only be a virgin. Elisabeth's beauty restored, she begins to make plans for the wedding.Meanwhile, Ilona has a plan to escape her captivity. She pretends to offer herself to the mute. While he is slobbering over her, Ilona steals the key from his pocket and gets away...only to fall into a stream where he catches her and carries her back. Fabio is getting wise, so Dobi has him hanged. Then Dobi takes Imre to Elisabeth who confesses her real identity. Imre is appalled, but Elisabeth assures him that he will be charged with the whore's murder if he should leave her, so there is no escape for him. Plus, the chief bailiff sends away all the serving girls and sequesters the castle until Fabio's killer can be found. With all the girls gone, Elisabeth has no virgins at hand, so she pleads with Dobi to sneak a girl into the castle for when needed. Dobi promises to do so, but the girl he brings is Elisabeth's own daughter, the real Ilona. When Julie finds out that Ilona, the child she nannied since birth, is to be the next sacrifice, she can tolerate Elisabeth's depravities no longer. She introduces Imre to Ilona and tells him that he must get Julie away. They make plans for Julie to free Ilona tomorrow during the wedding ceremony.It is the day of the wedding. Elisabeth is radiant. Imre is resolved to his fate. As the ceremony begins, Julie fetches Ilona and leads her to escape. But Ilona hears the music and the priest's voice and refuses to go until she's had a peek. As Ilona watches, Elisabeth suddenly turns old, shocking the priest. Elisabeth runs out, looking for she who is to be the next victim. Imre tries to stop her, but he is stabbed and killed by the knife being carried by Elisabeth herself. Elisabeth is subsequently imprisoned and known thereafter by the villagers as Countess Dracula, devil woman. [Original Synopsis by bj_kuehl.]