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Journalists Mike Wilson and Howard Meade are on their way to cover the music festival in Salzburg when their rail car comes uncoupled from the rest of the train, stranding them in Gudavia, a country whose borders have been closed to the outside world for five years. Mike and Howard are soon met by Koerner, the head of the military-like police force, who imprisons them. Upon learning of the intruders, Boronski, the mad scientist who rules the state, orders their release. Sequestered at the local hotel owned by Lochner, Mike and Howard find themselves cut off from all communication with the outside world. In the hotel lobby, Lochner's daughter Hedda masterfully plays the piano. When Hugo, an authoritarian young boy, criticizes Hedda's playing as overly sentimental, Paula Wendt, the children's tutor at the institute run by Boronski, consoles the girl. Afterward, Anna, the hotel maid, passes the journalists a note from Bikstein, one of the doctor's assistants, begging them to save the children from Boronski. Soon after, Bikstein is murdered in the street outside the hotel, but Koerner downplays the incident and then notifies Mike and Howard that the doctor expects them at his castle the following morning. That night, Howard is strolling through the village's oddly deserted streets when he is surrounded by a group of ghoulish looking characters who, at the sound of a whistle blown by Koerner, quickly disband. Upon meeting Boronski the next morning, Mike recognizes his host as a scientist named Macklin, who mysteriously disappeared from sight five years earlier. Boronski admits that he was indeed Macklin, but changed his name after shifting his research from the study of old age to youth. Boronski then introduces the journalists to Paula and shows them Hedda playing the piano and Hugo sculpting a hideous mask to wear in the upcoming carnival. After leaving the castle, Mike and Howard question Bikstein's widow, who gives them a diary that her husband took from Boronski's lab. The journal reveals that Boronski has been bombarding children with gamma rays to transform them into either geniuses or imbeciles. Meanwhile, Lochner, upset that Boronski has taken custody of Hedda, plots to smuggle the girl out of the country. Overhearing their plan, Hugo hurries to inform Boronski. Meanwhile, Mike encounters Paula riding horseback through the countryside and questions her involvement with Boronski. Paula tersely replies that her father once worked with the scientist and then gallops off. As she rides past a secluded stream, she overhears Hugo tattling on Lochner. Concerned for Hedda's well being, Paula sneaks out of the castle that night to warn Lochner, but he ignores her. As Lochner leads Hedda over the hills, they are attacked by Boronski's ghouls, who hurl Lochner over a cliff and then kidnap Hedda. Unable to sleep, Mike is wandering the countryside when he hears Paula's screams and finds her sobbing at the sight of Lochner's body. When Mike beseeches Paula to tell him what has happened, she runs away and Boronski then appears and taunts Mike. To avoid impending disorder, Boronski orders Koerner to cancel the carnival. Back in town, Mike incites the populace by telling them of Lochner's murder, and after he berates Koerner for failing to perform his duties in investigating the case, the people rebel and decide to stage the carnival. During the festivities, Frau Bikstein beckons to Mike to go to her house, where Paula is waiting with news that Hedda is being held at the doctor's castle. Hugo observes them and notifies the police, who come to search the house. After overpowering the officers, Mike grabs Paula and runs into the street, where Leslie, who has obtained an old car from Koerner, picks them up. As they drive toward the castle, one of the tires goes flat, and after they all climb out of the vehicle, it explodes. Realizing that they are in grave danger, Mike sends Howard back to town for reinforcements while he continues with Paula. Upon reaching the castle, Paula throws a switch that opens the concealed doors leading to the doctor's lab and the tower in which Hedda is imprisoned. After rescuing Hedda, they are about to slip out when Boronski and his assistants enter the lab. Preoccupied with an experiment, Boronski fails to notice them, allowing them to escape. When Hugo stops them in the passageway, Paula pleads with him to let them go, reminding him that she is his sister and that Boronski killed their father years earlier. Unmoved, Hugo sets off the alarm after which Boronski locks Hedda, Paula and Mike in the control room and aims his deadly gamma ray at them. As Howard and the townsfolk storm the castle, Hugo watches as Paula and Hedda begin to writhe from the effects of the ray. Suddenly, Hugo begins to cry and angrily pushes Boronski off his platform, sending him crashing into the equipment below, which then bursts into flames. After Hugo throws open the door to free Paula and the others, he is knocked unconscious by one of Boronski's assistants. Picking Hugo up from the floor, Mike rushes outside to join the townsfolk as they watch the castle crumble in flames. With the evil of Boronski lifted forever, the children cavort through town in celebration. After Koerner delivers a new car to Mike and proclaims that the country will return to normal, Mike, Howard, Paula, Hedda and a now humanized Hugo climb into the vehicle and drive off.