At a costume party, a young man falls in love with a sexy woman. They have a great time. He promises to keep quiet but the next day he spills the beans. The woman tells him not to be around while she's awake. He finds out that she's wearing that same mask. He tries to remove it only to learn that it's her horrible face. She gives him the most shocking punishment.

A scientist named Elliot invents a way to read memories of the dead. To test the device, Elliot and his girlfriend Arianne break into the crypt of a dead serial killer.