The nephew of a librarian must go collect a 200 year old book, "The Book of Ulthar." that should have never been checked out by the Evil Count Orlock cause one of the spells in it could bring about the end of the world. During his trip to the castle, he meets Marissa, a gorgeous rock star and heir to the castle's fortune. There they must confront the only other heir to the fortune and the book, Uncle Byron; and Uncle Byron and his 3 adopted nieces all have very, very, very broad smile.
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| Directing | Jim Wynorski | Director |
| Production | Roger Corman | Executive Producer |
| Production | Alida Camp | Producer |
| Sound | Chuck Cirino | Music |
| Camera | Zoran Hochstätter | Director of Photography |
| Editing | Nina Gilberti | Editor |
| Art | Gary Randall | Production Design |
| Art | Beth Elliott | Art Direction |
| Art | Wendy Guidery | Set Decoration |
| Writing | R.J. Robertson | Screenplay |
| Writing | Jim Wynorski | Screenplay |
| Crew | Merritt Yohnka | Stunts |
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