By SCOTT MURRAY

This is a curious and surprising little picture from AIP.  Produced and directed by "King of The Bs" Roger Corman in 1957, reportedly filmed in a parking lot, The Undead is surprisingly atmospheric in it's sets and costumes, has lots of colorful characters and is a lot cleverer than most B movies would feel the need to be.

One of the most surprising things of course, from the title, is that it has nothing to do with zombies or vampires.  Instead, Roger wanted to cash in on the then current public interest in hypnotism and reincarnation.

The black and white picture opens with the titles over a fiery background and the eerie score by Ronald Stein.  These flames then fade into the opening image of The Devil (Richard Devon), complete with black cap, goatee and pitchfork (this film doesn't take itself too seriously in it's "Olde World" imagery but those who come to scoff often leave scratching their heads at the plot's twists and turns).  Satan leers and taunts the audience, introduces the tale to come and laughs...well, devilishly actually.

On to a more contemporary setting.  Out of the thick fog that would make even London jealous, walks young streetwalker Diane Love (Pamela Duncan).  A hand reaches from out of the frame, as if to grab Diane but instead lights her cigarette. Diane smiles suggestively at the still unseen man, obviously thinking she knows what he's after and is used to such offers.  The man, however, brings her to the office of an old professor.   Here we find that the man, Quintus Ratcliff (Val Dufour). is a disgruntled ex-student of Professor Ulbrecht Olinger (Maurice Manson).  Like others before him, the former student is keen to prove the professor wrong.

Quintus has returned from Tibet and is anxious to prove his radical theories of tapping into a subject's past lives.  His eyes blaze with determination and that familiar madness that seems to ensnare so many scientists in movies.  The professor is just as dismissive as he must have been all those years ago on their last meeting.  Still, the professor, despite all his reservations, reluctantly agrees to oversee Quintus's experiment.  The professor does this, out of concern for the test subject, when Quintus plays to the professor's conscience and his own lack of one.

Diane Love is to be the test subject in question. The experiment will last two days, perhaps more, and for this she will be paid $500.  While the men argue, Diane takes a cigarette case from a coat in the room and secrets it away in her purse.  A pickpocket!  Diana is obviously hardened and cynical by her experiences on the street and plays it tough when told not to be afraid.  She is coy when the professor questions her about her health on the couch.

Quintus now gets down to the business of hypnotizing his subject. He talks to Diane in dreary monotone with a crazed look and gets her to focus on his fingers tracing over the lines of his other hand (don't try this at home kids, watch to the end of the film and you'll see that hypnotism isn't to be fooled with lightly).

His subject under, Quintus guides Diane to regress past birth in her mind.  He then talks silently, unheard by the professor or viewer.  Diane, however, hears him and responds to his questioning.  She speaks in French and reveals she was of noble birth.   Quintus, however, doesn't want her to settle in that time (whether it's not a strong enough mind connection, not a time of interest to Quintus or just not a sleazy enough life, we can hazard our own guesses to his reasons).

Back, further back, Diane's mind goes...to other times.  Diane begins to fidget and pull at her bracelet.... And now we're in the Middle Ages.  A dungeon in the Tower Of Death.  Here we see Pamela Duncan again, this time as Helen, whom we find out is a young woman who stands accused of witchcraft and is set to be executed.  The ugly jailer taunts Helen about tomorrow's execution and tries to get some quality time with her.

Unsurprisingly reluctant (no hidden depths of personality or kindness here) to let the jailer have his wicked way, Helen nevertheless hears Diane's voice speak to her and tell her to go along with the jailer's wishes. Obeying this disembodied voice, Helen is instructed to use her chains to knock out the jailer (must have a glass jaw) and get his keys.  Now Diane's voice fades and becomes lost in the mists of time.  Making her escape from the tower (which we never see the outside of), Helen is pursued by guards.

Fleeing into the woods from a particularly menacing knight on horseback, Helen comes upon Smolkin the gravedigger and his wagon.  Helen sneaks into the wagon and hides beneath the corpse in the coffin. Smolkin (Mel Welles) is an interesting and amusing character.  Always singing strange rhymes to himself, he's one of those people who constantly reminds everyone he is mad, but like many a madman, seems to grasp his own particular brand of wisdom. The pursuing knight stops to question Smolkin (who's supposedly been bewitched by Helen, although they've never met) and getting nowhere fast, decides to search the wagon.

It is revealed that three witches must be decapitated before dawn.  When the knight finds nothing, he tells Smolkin to nail the coffin down.  This he does and then rides his wagon past two owls on a tree. Before our astonished eyes (and with decent special effects that do their job), the owls change form. First they become lizards.  Then one changes to an imp (Billy Barty in convincing make-up) and the other a black cat.  The black cat changes into the alluring figure of the beautiful witch Livia (Allison Hayes, not quite 50 feet tall here, but still colossal in a tight dress that will have all watching menfolk drooling).

Livia briefly becomes a black cat again to get down from the tree and then greets Pendragon (Richard Garland), a valiant but rather dim knight.  Pendragon is out and about trying to prove his beloved Helen's innocence.  It's obvious that Livia is interested in him for herself and after their brief conversation, Livia vows to her imp that she'll have Pendragon's heart....or his soul. Smolkin's wagon arrives at the graveyard and Pendragon arrives to question the gravedigger. Pendragon is annoyed and suspicious of Smolkin's amusing protestations of insanity and threatens he'll be back later.

As Smolkin is about to bury the coffin, he hears Helen sobbing from within. Opening the coffin, Smolkin is rewarded by a gratified embrace from the comely living occupant.  Helen beseeches the kind gravedigger for help and explains that if she can survive until sunrise, she will be given a whole year to prove her innocence.  It is also mentioned that tonight is the Witches Sabbath at twelve o'clock. Smolkin takes Helen in his muffin cart to find her more reliable help than he can provide.

Next we see the familiar black cat outside a inn and, in a loving pan up, the camera takes in a slow reveal of Livia in her figure hugging dress.  Entering the inn, the maiden, Livia, is greeted by the innkeeper Scroop (Bruno VeSota) who proceeds to boast that no witch can cross his door (!) because of his many herbs which witches can't abide. Amusingly, Scroop lists garlic among such herbs and we see Livia take some and feed it to her imp hidden beneath the table.

When Livia learns that ale is to be taken up to Pendragon in his room, she kindly (or deviously) offers to take it up herself.  Livia flirts with and tries to seduce the dumb hero, telling him that ale will only grant him half the forgetfulness he seeks (Hmmm. I have a few things I'd like to forget, too, Livia.  I said...darn, she isn't listening). Pendragon is stalwart and true of course to Helen (but doesn't exactly fight off Livia's advances as quick as he could).

Meanwhile, Smolkin directs Helen to a cottage in the woods.  Once Helen arrives and knocks on the door, a face appears at the window that makes Helen scream.  Not surprising as the face of Meg Maud (Dorothy Neumann) is as stereotypically that of a witch as you'll find on any old woodcarving. Interestingly, Diane also screams in the present. Meg invites a calmer Helen inside.  Smolkin's friend Meg has some fun pretending to threaten Helen with a meat cleaver.

Meg secretly knows that Helen is no true witch but leaves her, at the cottage, believing that pretending to be a fellow witch is all that's keeping her safe.  Meg goes to find Pendragon at the inn and is none too happy that he is with Livia.  After directing Pendragon to her cottage (it seems to be a running joke that Pendragon trusts everyone he meets and does as they guide him), Meg confronts Livia.  Livia deviously draws a knife against the throat of a clay likeness of her rival for Pendragon's affections.

Simultaneously, both Helen and Diane clutch their throats in pain.   Meg however is wise to this trick and takes the knife from the other witch. The standoff between the two witches is one of the most enjoyable encounters in the film, as both challenge each other over the fate of Helen and trade threats of their power.

Meanwhile, Pendragon is now with Helen at the cozy fireplace of Meg's cottage.   Pendragon is amused by Helen's belief that Meg truly thought she was a witch and reveals Meg's help in reuniting them.  Livia and her imp fly (as bats, props from Corman’s It Conquered The World, 1956) to the graveyard where Livia talks with Smolkin.  Smolkin correctly guesses that Livia is to be Queen of Sorcery at the Sabbath.  Livia proudly boasts that she is to sit at Lucifer's right hand.  Smolkin reminds her that a freshly severed head is required as a token of worth for such an honor.  Luckily for the gravedigger, he's mad and his head isn't worth much at all.

Pendragon brings Helen to Scroop's and goes off by himself to find Smolkin (can't anyone just try to stay in one place for five minutes in this film?). Things take an even graver turn for Diane/Helen when Diane, still under the trance, reveals to Quintus that Helen's original fate has altered. A bruise on Diane's arm also reveals that the regression is physical as well as mental. Diane's psyche is now lost within Helen.  Quintus, reflecting on certain priests of Nepal, theorizes that he could attempt to follow Diane into the trance.

Much gallivanting from one place to another continues.  Pendragon again meets with Livia (surely the locals must be starting to gossip about this).  First, the scheming witch tricks the dull hero into thinking that Helen has been recaptured and taken back to the tower. When the dullard trots off like a loyal puppy, Livia returns to the inn and decides to get ahead.  Scroop, the unsuspecting innkeeper's head in fact!

Brandishing an axe for the deed, Livia gets her imp to get a suitable container for Satan's gift and is off to lead Pendragon astray once again.  After Pendragon's "siege" (ha!) which consists of some fisticuffs with the jailer, he once again finds Livia in the woods.   This time she confesses to being a witch, but offers to free Helen through witchcraft.  All she asks in return is that Pendragon sign his soul to Satan.  A small request, indeed.

Quintus, meanwhile, is set on viewing events firsthand. Hooked up to a machine, he goes under a trance for a mind to mind transfer with Helen (for it is she that is dominant in Diane).  He appears in the past, without clothing, and overpowers a knight to steal his amour. Meg goes to find out Livia's plans.  The Witches Sabbath begins at the graveyard.   Beggars are seen gathering and the musical score takes on an added eeriness that wouldn't sound out of place in a more serious film like Carnival Of Souls.

Livia arrives with Pendragon and, once satisfied that all the beggars are present, summons Satan. In a showy burst of flames, Satan appears and promises wealth and lack of want to those who sign their names to his book.  But first, some entertainment.  Satan bids his dancers to appear and in a truly extraordinary and spooky sequence, three Goth-like female dancers with long black hair and deathly make-up appear.

Materializing from above three graves, the girls arise and dance, slowly and trancelike at first and then (to a change of music tempo) begin to leap and cavort wildly.  As suddenly and eerily as the dancers appear, they also lie down and fade back to where they came from.  Brrr!  Roger Corman and Joe Dante favorite, Dick Miller, now appears, as a leper who has been banished to the swamps.  He comes forward and signs Satan's book and his leprous skin becomes clean and cured.

As a hesitant Pendragon is brought before Satan, Quintus steps forward, in his knight disguise, to interfere.  Satan is unsurprised at this new entrance.  He has long been aware of his celebrity guest and wondered when he would dabble in time-travel.   Quintus, taking his celebrity status in stride, persuades Pendragon to go to Meg's cottage.

While the lovers are reunited in the cottage and make plans to leave, Quintus impresses Livia with his sorcerer’s abilities (in other words--his wristwatch).  Quintus meets with Meg and discusses Helen's problem with her.  As Livia is not welcome in Meg's home, she is forced to become a mouse to sneak in and eavesdrop. Meg is very perceptive though and Quintus traps Livia the mouse under a cup.

Outside, the loyal imp can be seen furiously grabbing at the door to free his mistress.   Quintus explains that Helen will both live and die, no matter what. If she dies tonight, the stream of her future lives will go on.  However, if Helen lives on, no future lives await her and Diane in the present will die.  Quintus's words must be smooth indeed, as Meg is so intent on them that her personal radar fails to pick up the rubber spider (I didn't say all the effects were good) dangling near her.

Lowering to the ground, the spider becomes the imp, who leaps on Meg's back and attacks her furiously. Meg splashes the creature with holy water, which burns it, and the imp lies still.  Meg and Quintus depart to follow after Helen and Pendragon, who left with Smolkin in his cart.  The imp gets up again and frees Livia. Everyone arrives back at the graveyard, where the devil still holds sway.  Allison Hayes is at her most fun in her role, when Livia pounces out at Helen like a cat.   Meg stays the witch from interfering, though, and tells Helen of the unpleasant dilemma and choice which faces her.

The others decide to give their opinions, all according to their own selfish aims, of course.  Quintus and Satan enjoy seeing the normal course altered and tell the poor girl to stay.  Livia, on the other hand, wants Pendragon for herself and tries to convince Helen to go to meet the axe.   Pendragon wants Helen to stay with him, but Meg reckons that the future lives have to be better than the current age.  It all gets too much for Helen, of course, and she goes off a bit, by herself to listen to the voices within her (which beg her to let her descendents live their future lives).

Going back to Pendragon, she kisses him farewell and apologizes.  Helen has decided to meet the executioner's axe!  As Helen runs to her fate before the sun can rise, Pendragon pursues.  Livia tries to bar his way and persuade him it's for the best.   Pendragon, however, is down on witches and, losing his patience, stabs Livia.   Livia falls and becomes a cat for the last time, with the blade still in her side.

At the execution, the fickle mob of villagers cheer when the witches are brought out to be killed, but recoil in horror when the axe falls and the head drops in the basket, only to cheer again for the next of the three witches.  Helen arrives just as sun is about to rise and walks serenely to her fate.  Pendragon gets there to stop her, but is too late.

Diane awakes from her long sleep. Speaking with the concerned professor, Diane tells him that she has forgiven both he and Quintus. Her experiences as Helen and seeing the sacrifice the girl made for her, have made Diane a new woman, ready to face the world with new hope.  The professor admits that he can't hate Quintus either, only pity him, as the camera moves to the seat where only Quintus's empty clothes remain!

Back in the past, considering his experiment over, a smug Quintus prepares to depart. Satan is amused, though, and delights in reminding Quintus that his journey to the past was through a mind-to-mind melding with Helen, who is now dead.  His connection severed, Quintus now has no body to go back to.  His life belongs to the Middle Ages, his soul to Satan. Flames again.  The End.

Written by Charles B. Griffith (no stranger in the annals of Corman) and Mark Hanna, with cinematography by William A. Sickner, The Undead is certainly a fun and offbeat mixture of genres.  I first saw this film in the early Nineties on a UK Friday night show called Mystery Train.  This was an enjoyable mixture of episodes of Kolchak: The Night Stalker, short animations and old AIP features, all hosted by The Rocky Horror Show creator, Richard O'Brien.

Sadly my very own slice of horror hostdom (a trend that seemed to pass us by in the UK) was a short one, as the show only lasted a few months.  I still have fond memories of this show though and The Undead was my favorite of the movies shown.

What most stood out from first viewing of course, was gorgeous Allison Hayes, in her deliciously sexy bad girl role, and the spooky scene of the dancing girls eerily dancing on the graves which they would return to after the dance.  Although the film's mixture of hokum science, "Olde World" tongue-in-cheek horror, colorful characters, and atmospheric sets won't be to all tastes, I find it one of the more rewarding and accomplished of Roger Corman's earlier quickies and has a special place for me among his works in general.

Everyone seems to be having fun in their roles and that lends the film a "devilish" charm.