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Early in the 19th century, Philip Winthrop rides from Boston to rural Massachusetts, to visit his fiancée, Madeline Usher, at her family's estate. As he nears his destination, Philip passes through a very stark, barren area until he reaches the decaying, foreboding Usher mansion. Although Bristol, the family's longtime retainer, tells Philip that he cannot admit him, as Madeline is ill and confined to her bed, Philip insists upon talking with Madeline's brother Roderick. After Roderick upbraids Bristol for having permitted Philip to enter, he asks Philip to speak softly, as he is afflicted by a condition that amplifies even minor sounds. Roderick insists that Philip leave and terminate his betrothal to Madeline. Suddenly, Madeline appears and informs her brother that Philip must stay, then returns to her room. Roderick, greatly disturbed that Philip still intends to marry his sister, tells him that the majority of his ancestors have succumbed to madness and that he and Madeline are dying. After Philip accuses Roderick of exaggerating and refuses to leave the house, Bristol shows him to a guest room. As Philip unpacks, the house trembles and vibrates and when he goes downstairs for dinner, a falling chandelier narrowly misses him. That night, Philip creeps into Madeline's room, awakens her and asks her to leave with him in the morning, but she insists she cannot. When Roderick discovers them together, Philip accuses him of keeping Madeline a prisoner, but Roderick insists that it is his love for his sister that makes him protective. Later, after hearing more creaking and clanking sounds, Philip checks Madeline's room and, finding it empty, goes downstairs where he discovers her, lying in a trance-like state. Bristol advises Philip not to wake her and carries her back to her room. In the morning, Bristol agrees to let Philip take Madeline her breakfast, giving him the opportunity again to implore her to leave. Madeline refuses to go with Philip, however, and tells him that she will soon be dead. Madeline, by way of explanation, takes Philip to a crypt in the mansion's basement, where she shows him the coffins of her great-grandparents, grandparents and parents, all victims of madness. Suddenly, her grandmother's coffin falls from its niche and breaks open, revealing a skeleton and causing Madeline to faint. As Philip carries Madeline out, Roderick appears and insists on returning her to her room. Roderick then decides to reveal more of the Usher family's curse to Philip and informs him that long ago the area surrounding the mansion was fertile and abundant until devastated by a plague of evil. Roderick explains that the centuries-old house was brought from England, where many evil people had inhabited it. Philip, convinced that Roderick is mad, goes to Madeline's room and orders her to prepare to leave. As Philip packs, he hears Madeline and Roderick arguing and rushes to her, but finds her dead in her bed. Roderick swears that he never touched his sister and that she has died from strain upon her heart. After a brief ceremony in the family chapel, Roderick insists upon immediately placing Madeline's coffin in the crypt. Later, when Philip goes to bid Bristol farewell, he asks the butler if perhaps his visit may have caused Madeline's death. In trying to reassure Philip, Bristol casually mentions a history of catalepsy in the Usher family, causing Philip suddenly to realize that Madeline may still be alive. He rushes to the crypt and breaks open her padlocked coffin with a battle axe, but Madeline is not inside. Roderick denies having buried Madeline alive, but says that she is now dead and Philip will not find her. Utterly exhausted, Philip falls asleep and dreams of entering the crypt and encountering the ghosts of the Usher family members he has seen in portraits Roderick has painted. Awakened by the thunder and lightning of a massive storm that threatens to destroy the house, Philip is warned by Roderick to leave or perish with him. After hearing a scream from the area of the crypt, Philip runs there and follows a trail of blood through corridors that finally lead back to a room in the house. When he enters, a crazed Madeline, now endowed with a superhuman strength, attacks him and tries to strangle him, then runs away. While the house continues to shake, Philip traces Madeline to Roderick's room where, again, she attempts to choke him to death. The violent wind blows open a window, causing a fire that begins to spread as Madeline attacks Roderick. As the house begins to disintegrate, Bristol drags Philip from the room, but is killed by a falling beam when he returns for Madeline, who is choking her brother. The house is now engulfed in flames and falls in on Roderick and Madeline as Philip runs out and watches the house sink into an abyss.