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You've got your typical nuclear family living in a French chateau in 1584: travel-bug Monsieur St. Aubert, the elegant Madame St. Aubert, and sweet little daughter Emily. The whole family takes a little walk around the chateau grounds (as one does) to their favorite fishing-house.
Emily forgets her lute at the fishing-house and runs back to pick it up, only to hear some haunting music playing somewhere in the forest. And oops, Madame St. Aubert forgets her bracelet, which conveniently has a picture of Emily in it. Coincidence?
Back at the chateau, the Quesnels have arrived. This odious couple consists of the brother of Madame St. Aubert and his rather frivolous wife, who bought the St. Aubert estate in order to keep the family afloat. M. St. Aubert isn't too thrilled about this development, but he's totally wrecked when his wife succumbs to fever. When he becomes sick out of grief, the good doc prescribes travel around the countryside as a cure.
St. Aubert and Emily head out on their big journey. They come across a manly stranger who says he'll show them the way to the nearest village, since he's headed there himself. Their new buddy, Valancourt, ends up tagging along on the way to Rousillon after St. Aubert accidentally shoots him in the arm. Valancourt finally ends up going in another direction, but not before making googly eyes at Emily.
Meanwhile, St. Aubert gets some bad news in a letter from M. Quesnel: the St. Aubert family is ruined. As night approaches, St. Aubert starts to realize that he's gotten really sick really quickly. The little family tries to stop at a spooky chateau in the woods, but a nice elderly peasant named La Voisin puts them up for the night. To Emily's grief, St. Aubert bites the bullet during their stay at La Voisin's cottage, but not before instructing Emily to burn a bunch of papers without looking at them.
Emily sticks around at La Voisin's house for her father's funeral and then spends a couple of days mourning him at a nearby convent. When she finally makes it home, she burns the papers just like daddy told her to—but can't help seeing the photograph of a beautiful woman right before everything goes up in flames.
Oh, and Valancourt just happens to stop by. They start hanging out and making more googly eyes at each other, until Valancourt finally declares his everlasting love. Emily's not totally opposed to becoming Mrs. Valancourt, but before she can make any rash decisions, her aunt appears. That would be Madame Cheron, her new guardian, who is none too pleased to see any hanky-panky going on. Madame Cheron whisks Emily off to her estates at Tholouse and introduces her to a couple of Italian noblemen named Signor Montoni and Signor Cavigni.
Valancourt is a pretty stubborn guy, though, so he follows Emily to Tholouse to keep a'courtin'. Although Madam Cheron is anti-Valancourt for a while, she relents to his "friendship" with her niece when she hears a rumor about how rich and well-connected he is. While Emily and Valancourt are getting reacquainted, Madame Cheron is making some moves of her own: although she's much, much older than Signor Montoni, she gets him to marry her by pretending to have a large fortune of her own.
Big mistake, lady. Madame Cheron (now Montoni) informs Emily that the whole family is taking a mandatory trip back to Italy, minus Valancourt. The poor suitor is once again in the doghouse after the good Madame figured out his real social status. The couple is heartbroken, but Emily still refuses to consent to the hasty marriage Valancourt proposes.
Instead, the Montonis and Emily set out for the house in Venice. There, Emily meets Count Morano, who zeroes in on Ms. St. Aubert as his future wife. SignorMontoni sees dollar signs whenever Morano declares his love, so he dreams up a scheme to trick Emily. It works: Emily writes a letter to Quesnel that Montoni passes off as her agreement to marry Count Morano.
But Emily's saved by the bell: the night before her marriage to Morano, Montoni decides it's time for the whole family to flee to his place in the Appenines. Yep, that would be the famous Castle of Udolpho. Emily's not really sure what's going on, but it's clear that her engagement to Count Morano has abruptly ended. And according to her silly maid, Annette, Udolpho may or may not be haunted. Here's the kicker: a mysterious door that leads into Emily's chamber is bolted and unbolted in the middle of the night. Could somebody be there?
As a matter of fact, the spurned Morano somehow bribes his way into the castle, gets through the secret passage, and pops up in Emily's room. Surprise! He plans to carry her off as his bride, but Signor Montoni and the others hear the uproar and arrive in the nick of time. That's right, it's time for a duel. Montoni deals Morano a pretty nasty wound, forcing the Count to retreat without his pretty prize.
Emily definitely needs a distraction from all the drama. She gets it when Annette offers to show her a picture of the beautiful lady who lived in Udolpho and mysteriously disappeared prior to their arrival. It's exciting and all, but what Emily really wants to see is whatever's behind a black veil that's rumored to hang in a locked apartment in Udolpho.
She sees it, she faints, she refuses to tell us what it is. Meanwhile, Madame Montoni is getting fed up with her beloved husband. He wants her to sign some papers relinquishing all her properties to him, and she's none too thrilled with this idea. Madame Montoni's also not particularly pleased that her husband keeps getting drunk with random Italian noblemen when he's supposed to be hanging with her.
During one of these drinking sessions, Montoni reveals to his buddies that he got rejected long ago by the former owner of the castle, Lady Laurentini. Y'know, the beautiful lady whose picture Emily just got to see? Montoni tells his friends that he thinks she killed himself, but he's not all that sure. He's about to tell them about the weird circumstances related to her disappearance, but a strange voice in the castle keeps repeating everything he says.
Let's flashback to Valancourt for a second. The dude is going crazy without Emily, but that doesn't prevent him from having a good old time in Paris. Meanwhile, Emily isn't taking their separation as well. She's starting to worry that Montoni is a murderer, for one. It doesn't help that Signor and Madame Montoni get in a blowout fight about signing the papers and he locks her up in the east turret of the castle. Even worse, Montoni decides that one of his drinking-buddies-turned-political-allies is a traitor who's trying to poison him. Amid all this fighting, a terrified Emily locks herself up in her chamber.
When the fighting comes to a close, a porter named Barnardine sends a message to Emily via Annette: he says he can get Emily to Madame Montoni, who still is shut up in the east turret. Emily is majorly sketched out, but she agrees to go. Surprise, surprise—Barnardine is one of Morano's inside guys trying to find a way to sneak her out of the castle. Luckily, Annette calls for help, but not before Emily thinks she sees a dead body. Whose is it?
While Emily freaks out, we get some more info on what that sneaky Montoni is up to. Turns out he's one of the Condottieri, an outlaw group in Italy that's a cross between a band of robbers and a makeshift government. Montoni has gotten in pretty deep with these guys, to the extent that he's in the middle of a major power struggle. He's a little distracted, so he doesn't really care that much when his wife falls ill and dies in the east turret. Montoni's still hell-bent on getting those properties, though, which have now been inherited by Emily. He tries to strike a deal with Emily. If she signs the paper, she gets to go home and be with Valancourt, no strings attached.
And then the castle gets attacked. Yep, Montoni's group has been running a little side business robbing travelers and nearby villas, but he's not exactly prepared when they get some pushback. He sends Emily off to Tuscany to keep her safe. She doesn't have a bad time, exactly, once she figures out the two thugs sent to guard her aren't going to pull a Snow White and the huntsman-type thing in the woods.
When Emily gets back from her extended trip, the siege is over and Montoni is still intent on getting those papers signed. He threatens to hand her over to his buddies if she refuses, so she relents and gives her John Hancock. It might not come as a total surprise that Montoni has no intention of sending her back to Valancourt. Emily's not that upset, though, because she suspects that Valancourt is one of the prisoners languishing in Montoni's dungeon. After sneaking him a couple of notes here and there, she's disappointed to learn that the mysterious prisoner is actually a random dude named Du Pont.
It's not all bad: Du Pont is in love with Emily and has been following her for years (remember the missing bracelet? Not creepy at all). He helps her escape Udolpho with the loyal servants Annette and Ludovico.
Ready for a complete 180? Okay, meet the Count and Countess de Villeforte and their kids, Henri and Blanche. They've inherited that spooky chateau that Emily and her dad came across during their travels, otherwise known as the estate of the Marquis de Villerois. One day when they're all gazing out at the Mediterranean, they witness a shipwreck. That's right, it's our friends from Udolpho. Turns out that the Count and Du Pont are old buddies, so the whole crew gets an invitation to stay at the chateau for a while. Blanche and Emily cozy up to each other and take turns wheedling the old maid, Dorothee, to tell them stories about the previous owner. Dorothee stays mum, but can't help mentioning that Emily looks exactly like the late Marchioness.
Valancourt comes back into the picture, but he's a ruined man. The Count convinces Emily that she needs to break up with the loser, stat. Emily agrees, but she's devastated. Good thing Dorothee's got a great distraction: she finally agrees to tell Emily about her former mistress, who died under suspicious circumstances. Dorothee even takes Emily to the room where the Marchioness died, where they see a human apparition floating above the bed. They get the heck out of Dodge.
Since everyone's up in arms about the supposed ghost, Ludovico volunteers to spend the night in the haunted room. He vanishes into thin air overnight, which does nothing to quell the rumors. Meanwhile, Emily gets a letter telling her about Montoni's death. Hey, at least she'll get her estates back. Relieved, she takes a break to go see her nun friends at the convent. There, she gets the lowdown on one particular nun named Agnes who can't stop ranting and moaning. Long story short, her dad married her off to one man when she was in love with another and she cheated on the guy. Her husband would have avenged himself against Agnes, but daddy whisked her off to the convent without his knowing.
Time for Emily to take a trip back to her old home, La Vallée. She's still brokenhearted about Valancourt, when Annette fills her in on a troubling incident: the gardener shot at some supposed robber who may or may not be dead. Emily immediately figures out it's Valancourt, which sends her into hysterics. She's especially emotional when her old servant, Theresa, tells her Valancourt has been providing for her all this time. Just when Emily and Theresa are crying over poor dead Valancourt, in he walks like Tom Sawyer at his own funeral. Emily tries to hide her feelings, but Valancourt figures out she still has the hots for him.
Meanwhile, the Count de Villeforte and the Lady Blanche are returning from a nice little vacation at their friend's chateau, where Blanche has gotten herself engaged to Monsieur St. Foix. When they get lost in the woods and stumble across a fortress, they prevail on the suspicious-looking residents to put them up for the night. Blanche smells something rotten when she hears the residents scheming to murder them all for a revenge plot, but she faints before she's any use. Next thing she knows, her dad and fiancé have beaten the bandits with the help of… wait, Ludovico's back? That's right, he somehow made his way from the haunted chamber to the bandit's fortress.
After returning safely back to the Chateau-le-Blanc, the Count and his daughter invite Emily back. Emily goes, not only to see her buddies but to give Ludovico the third degree about where he went. Turns out, Ludovico was ambushed by four guys who came from a secret entryway into the supposedly "haunted" chamber. And get this: the guys who kidnapped Ludovico were pirates. Ahoy, matey!
Ludovico tells Emily that the pirates had kept their treasure in the castle's vaults for years. Anyway, after taking poor Ludovico through some passages under the castle, the pirates kept him as a prisoner at the very fortress the Count and Blanche stumbled across on their journey. And it's a good thing Ludovico was there when they did, 'cause he was able to prevent the pirates from murdering them in their sleep.
Everyone's happy to have Ludovico back, but Emily's got plenty more trouble on her hands. Remember Sister Agnes, the random nun who was kind of losing her grip on reality? She's dying, and she just has to speak to Emily before she bites the bullet. Here comes a bombshell: Agnes is really Signora Laurentini, the former owner of Udolpho supposedly killed by Montoni.
Agnes-turned-Laurentini confesses to Emily that she poisoned the late Marchioness of Chateau-le-Blanc because she was in love with her husband, the Marquis de Villerois. Even though the Marquis was in love with Laurentini and totally down with offing his wife, he decided that he wasn't that into the murdering type, after all. Emily's kinda confused why Laurentini is telling her all this until she drops bombshell #2: Emily's dad was actually the late Marchioness's brother, making Emily the lady's niece and sole surviving heir. Boom! To sweeten the deal, Laurentini gives Emily all of her property before she dies. Emily's a richy-rich now.
Oh yeah, and remember how we never heard what was beneath that black veil? It was just a melted wax figure that looked like a corpse. Totally normal, and kind of a letdown.
So there's one more loose string to tie up, and you guessed right… it's Valancourt. Du Pont (who's still totally in love with Emily, BTW) is hanging out with his buddy Monsieur Bonnac, who off-handedly mentions that Valancourt bailed him out of debt and prison. Oh, so that's where all his money went! The Count figures out that Valancourt is actually a pretty decent guy, so he calls him to Chateau-le-Blanc to make nice with Emily.
A dramatic confession of eternal love is heading your way, stat. There's only one thing left to happen: a double wedding featuring Blanche and St. Foix and Emily and Valancourt. And since Emily is super-rich and super-generous, she gives Udolpho to Bonnac and his wife. Something tells us she wouldn't want to vacation there anyhow, what with the resident ghosts and all.