 The Countess sends Sandor to fetch her a model to paint; he returns with Lili (Nan Grey). Countess Zaleska initially resists her urges but succumbs and attacks Lili. Although the girl survives the attack, when Dr. Garth tries to hypnotize her to learn what happened, she suffers heart failure and dies. As the Countess comes to accept that a cure is not possible — and the doctor discovers the truth about her condition — she lures him to Transylvania by kidnapping Janet (Marguerite Churchill), the woman he loves. She intends to transform him into a vampire to be her eternal companion; Dr. Garth agrees to exchange his life for Janet's. Before he can be transformed, Countess Zaleska is destroyed when Sandor shoots her through the heart with an arrow as revenge for her breaking her promise to make him immortal. He takes aim at Dr. Garth but is shot dead by a policeman.
