Lucy and her friends enjoy riding horses in the peaceful rolling hills of the Virginia countryside. On a solo horse ride, Lucy falls from her horse. She is "rescued" by her new neighbor, the Foreign Count "Klaus Vogul". The count becomes obsessed by the sultry Lucy and all of her friends. As Lucy starts behaving strangely and becomes ill, an old-time Southern Doctor is called in to diagnose and treat her. As the Doctor intervenes, Count Vogul attempts to lure them into a wave of living death. Will they all fall prey to the Count's perverse plans?