It is the seventh of a series of eight Corman film adaptations largely based on Edgar Allan Poe's works made by American International Pictures.

At the castle, Francesca is finely dressed by Prospero's consort, Juliana, and the gathered nobility are entertained by two dwarf dancers, Esmeralda and Hop-Toad.

Juliana performs a ritual in the Black Room, pledging her soul to Satan, and then gives Francesca the key to Ludovico and Gino's cell.

In the Black Room, Juliana undergoes her final initiation ceremony, drinking from a chalice and suffering hallucinations of figures who stab at her as she lies on an altar.

Cornering Prospero in the Black Room, the Red Death notes that his soul "has been dead for a long time" and kills him.

When asked of his work, the Red Death notes that only six are left: Francesca, Gino, Hop-Toad, Esmeralda, the little girl, and an old man from a nearby village.

The Red Death declares "Sic transit gloria mundi" (Latin for "Thus passes the glory of the world") and the cloaked figures walk into the night.

[4] However, he later said he was reluctant to move forward because it had several elements similar to The Seventh Seal (1957), and Corman was worried people would say he was stealing from Bergman.

"He could find these strange little quirks which he would bring out during his performance, making it a richer and more fully rounded characterization", recalls Corman.

[5] AIP had a co-production deal with Anglo-Amalgamated in England, so Sam Arkoff and James H. Nicholson suggested to Corman that the film be made there.

[5][12] Corman later expressed dissatisfaction with the final "masque" sequence, which he described as "the greatest flaw" in the film, feeling he did not have enough time to shoot it.

[5] British censors removed part of a scene where Hazel Court's character asks the devil to send her a demon.

The BBC wrongly claimed in a documentary the removed scene was one where she imagines a series of demonic figures attacking her while she lies on a slab.

This was proven when journalist Sandy Robertson, using a letter from producer Samuel Z. Arkoff, finally got the BBFC to release their files on the film.

[3]Eugene Archer of The New York Times wrote, "The film is vulgar, naive and highly amusing, and it is played with gusto by Mr. Price, Hazel Court and Jane Asher ... On its level, it is astonishingly good.

"[13] Variety declared, "Corman in his direction sets a pace calculated to divert the teenage taste particularly, and past experience with Poe makes him a worthy delineator of this master of the macabre.

"[14] The Monthly Film Bulletin wrote, "Unquestionably Roger Corman's best film to date, The Masque of the Red Death has passages of such real distinction that one wishes he could be persuaded to take himself more seriously ... Where most films of this nature tend simply to pile on the blood, here there is a genuine chill of intellectual evil, because Vincent Price, initiating horrible tortures with a characteristic air of sadistic glee, also conveys a genuine philosophical curiosity as to the unknown territories into which his quest for evil may lead him.

[16] Andrew Johnston, writing in Time Out New York concluded: "Elaborate sets and costumes and Nicolas Roeg's lush technicolor photography make this as close as Corman ever came to real greatness.

In the intro to "Beneath the Mask" by the doom metal band Bell Witch, dialogue from the scene in which Prospero meets the Red Death in the Black Room was sampled.