As a mishmash adaptation of two of Edgar Allan Poe's greatest works of literature- "The Masque of the Red Death" and "Hop-Frog"- this film is mostly a failure. To be fair, they are also two almost unfilmable stories that depend on Poe's inimitable ability to set a mood and atmosphere and on his dripping-wet gothic prose. The issue here is that B-movie director Roger Corman (who did direct some truly wonderful Poe films) removes the essence of those two works- their bitter irony and dark, twisted celebration of revenge- and replaces it with something far more carnivalesque and theatrical, the result being a far less subtle and chilling rendering which is fun and even sometimes thrilling (see the film's brilliantly-staged finale) but ultimately ineffective. There are two elements to the film that make it worth seeing. The first is the most obvious, the presence of Vincent Price, one of the most interesting and commanding forces cinematic acting has ever known. While this is not his best performance, it is a good one, and it showcases both Price's dark sense of humor and his willingness to play vile, sadistic characters. He fills satanist Prince Prospero with his own brand of evil charm while satisfying Poe's original intentions for the character. The other great thing about the movie is its cinematography- wild and vivid photography by future auteur Nicolas Roeg. Roeg brings the story's visual potential to life, particularly in the way he shoots Prospero's many colored rooms, and the people within them. The ballroom- filled with so many fools, and, ultimately, so much death- is rendered in thick colors and wide focus thanks to his camerawork. If you aren't a Poe or a Roeg enthusiast, there's little to see here. All the talent involved had done better, and while this isn't a bad way to kill a late night, Corman made far better productions of Poe's work.