The film uses a framing device set in a Gentlemen's club where one of the members reads to his friends from a copy of Poe's book. A century before a young man visits a bleak-looking mansion in the English countryside where his friend Lord Roderick Usher lives with his sister Madeline, both of whom are mysteriously ill. He discovers that they are suffering from a curse brought on them by their father which will cause them both to die shortly, leading to the downfall of the ancient family of Usher.