Alma Frost, a beautiful University teacher and three of her students, Martha, Lily and Roy, are stranded in a backwoods area in the midst of a big thunderstorm. Forced to abandon their automobile in a cemetery they seek refuge in an old lonely house in the woods, where they meet with Miss Leslie, a kind, affable and middle aged woman who lives in the house.Roy and the girls are the type of carefree young adults with today's changing ideas on sex, morality and freedom. Alma is quite the opposite. She is stern and conservative, more "establishment." As their teacher she seems to feel responsible for the girls in what appears to be (Roy considered) a moral and neutralizing factor, underlined, however, (the girls in mind) by another and less prudish intention. This has a disturbing effect on Roy who teases and resents her because of his own ulterior motives. Their attitudes, though humorous at times, establish from the start an undercurrent of hateful antagonism between the two, Roy resorting to sarcasms and insinuations and Alma showing her growing contempt for the handsome and frivolous young man.It is evident that the travelers cannot continue on their way due to the storm so kind, affable Miss Leslie offers them her hospitality... They'll soon find out that Miss Leslie is a dangerous maniac obsessed with the thought of liberating her spirit from her aging body, so that she - the spirit - may take possession of the healthy and wholesome body of a young girl, to make it her own and enjoy with it the pleasures of life and love.With this mania in mind Miss Leslie has caused the death of several girls whom she has embalmed, keeping them in a sort of chapel-like chamber and calling them her "dolls"... The presence of Alma and the girls is a new incentive for the killer to try again...and again... There are three opportunities and one must succeed. But Roy is in the way of Leslie's plans so he is trapped and thrown into a cell in the basement, "incommunicado"...At one point Leslie consults her "mother" - a human skull - which she keeps in a shrine. She tells the skull that now she will finally succeed in liberating herself from the body given to her at birth. She speaks of one of the girls - Martha - as the reincarnation of another girl, the first she killed (years before) while attempting for the first time to take "spiritual possession of her body." You didn't love me, she says to the skull, you wanted me committed. Well, she adds, you are dead, mother dear, and tonight I shall die only to be reborn instantly as the woman I want to be. Martha is her first. She dies of sheer terror. Lily is the next failure and the next victim...and finally there is Alma...But Alma fights back and during the struggle her hands reach out for Leslie's face tearing it off - the mask and the wig - revealing Leslie's real face. A horribly burnt and scarred face. THE FACE OF A MAN... Sweet, kind, affable Miss Leslie is just that: A man, a monster, a deranged homosexual obsessed by the insane thought of becoming a female, of having the body of a beautiful female in substitution of his own.Horrified by the monster Alma loses consciousness. She is now at the mercy of the hideous creature. But he too becomes paralyzed with fear. The unexpected happens and he starts to disintegrate, to melt. His flesh becomes putrid in a matter of seconds, it falls off, it wastes, revealing his bone structure while he whimpers and moans with shock and pain. Then his whole body crumples to the floor in a heap of rotten matter and only the spirit - his spirit - remains standing, stupefied by the transfiguration that has taken place so suddenly... Then the spirit stares at the unconscious girl lying on the floor. He can still take possession of her beautiful body...AND IT HAPPENS... Leslie - the spirit - penetrates Alma's body casting out Alma's spirit. It's a tense, painful and dramatic moment for both. Alma - the spirit - leaves the body, reluctantly, suffering and disappearing into thin air. Leslie's spirit filters and disappears entirely with the body of the girl. The impossible has come to pass...Alma - who is now Leslie - awakes. At first there is little understanding of what has taken place...Then the realization of it, the strange reaction to it...Leslie (Alma) stands. Feels his "new body," "his" thoughts go to the young, handsome man locked down in the cellar and smiles with gloating anticipation. "She" will go to him.Leslie frees Roy who believes himself to be in the presence of Alma. They must leave immediately. Roy says: "You don't hate me anymore?" And Leslie's voice answers: "I never did, Roy." The young man reacts a trifle surprised: "Miss Frost...your voice...you sound like Miss Leslie." Leslie laughs: "Do I?"... She embraces him, kisses him and whispers into his ear: "I want your love, darling, I need it...I've been longing for a moment like this!"