In a small New England town, four elderly men form what they call the "Chowder Society," regaling themselves with the telling of scary "ghost stories." Membership in the club, in fact, requires that one present such a story. The four old friends consist of Ricky Hawthorne (Fred Astaire), a lawyer, and his partner Sears James (John Houseman), along with Dr. John Jaffrey (Melvyn Douglas) and Edward Charles Wanderley (Douglas Fairbanks, Jr.), a successful businessman.When Edward's son, David, living in New York, falls from a window after the girl he's sleeping with turns suddenly into a hideous demon, Edward grieves. His other son, Don (Craig Wasson), a college professor who's fallen on hard times, shows up in town, not getting a great reception from Edward, who always preferred the other, more ambitious son.But now the four elderly gentlemen are unsettled, experiencing nightmares. Clearly, something is bothering them. Edward becomes so distraught, he wanders across a bridge in the snow. When he sees the same female apparition that caused his son to fall to his death, Edward, too, falls to his death from the bridge. Although his death is ruled a suicide, his son Don and Edward's three remaining elderly friends doubt it. Don approaches the remaining three friends, requesting membership in their group, offering up a bizarre "ghost" story of his own.Don's flashback:A few years earlier, then a promising junior professor in Miami, Florida, Don meets Alma (Alice Krige), a beautiful if mysterious secretary who comes to work at the university. They immediately become involved in a torrid sexual affair, which interferes with Don's job, causing him to miss work and earn the scorn of the Dean who previously championed him.But Don finds something strange about this strange, exotic woman -- a coldness, and he drops her. Later, he hears from his brother David that he has met the same girl in New York and intends to marry her. Don warns his brother that she's trouble, but to no avail. And indeed, Don suspects she caused his death - the fall from the building as seen earlier.Back in the present, the elderly friends react to Don's story. Sears dismisses it, but Ricky believes him. Elderly Dr. John Lafferty, after having a nightmare about the same woman - Alma - dies of a heart attack. This leaves only Sears and Ricky. Thus, they finally tell Don their own strange history with a woman who looked exactly like Alma.Their flashback:Back when the four friends were young in 1931, the beautiful Eva Galli (also Alice Krige) came to town, and, indeed, it's obvious that she's the same person as Alma in the present. The four friends are smitten with Eva, who encourages their sexual interest.It was Young Edward (Don's father) who first took her to bed, but he was impotent with her. When she mocked him later in front of his friends, Young Edward leaps to silence her, knocking her down, accidentally killing her when her head smashes into the stone fireplace. Horrified, the young men realize that she's dead. They consider calling police, but realize it would only mean wrecking their lives. Instead, they load her body into her car, then push it into the nearby lake. As the car descends, Eva stirs inside, looking out at them from the back window.... still alive!Back in the present, Ricky and Sears admit that the death has haunted them all these years. Whereas Sears is dubious, both Ricky and Don believe that Alma and Eva are one in the same and that her ghost has returned to seek revenge after 50 years.Don suggests they go to Eva's old house, now in ruins, to confront the past and her ghost once and for all. They go there, but Don falls on the rotting stairs and breaks his leg. Sears goes off in his car through the snow for help, leaving Don and Ricky behind, but one of Alma/Eva's evil accomplices, an evil boy, causes his car to crash off the icy road and he dies.Ricky nearly dies at the hands of one of Alma's the accomplices, an arrogant young Hod, but Ricky manages to get to the authorities, telling them to pull Eva's car up from the lake to reveal her body inside. This is intercut with Don, who confronts the rotting specter of Alma/Eva's ghost. Ricky and the authorities drag out the ancient car, opening the rusted, corroded door, finding the still-living rotting corpse inside. It falls out, disintegrating before their eyes. Don is spared from the monstrosity of her vengeful ghost, and the town is restored to peace.