1901. Two years after a quiet murder involving an out-of-town stage actor and a local doctor’s daughter, an esteemed Opera House welcomes a Vaudevillian troupe from the East for its first performances since the tragedy; and along with it, an unidentified actress with a purpose. With tensions still thick surrounding past events, this mysterious performer discovers she isn’t the only one seeking revenge: someone or something has been haunting the assailant already. When the two conspirers uncover each other’s secrets, they decide their dual efforts will be more successful in subduing the killer after all.
At the turn of the century in the Southern United States, ALLYE PEARROW and her father DR. WILLARD L. PEARROW, quarrel over her interest in a famous traveling actor who is performing at her father’s illustrious opera house. Allye’s father insists she refrain from dabbling with a person of such lowly status and follow his footsteps into medicine. With her mother no longer living, Allye’s father has little patience for his daughter’s defiance. She decides to flee town on the last night of the show with the performer, JAMEISON, a married and very masterful and alluring actor. When Dr. Pearrow catches word of their plan, he rushes to stop them from boarding the midnight train. But as they board, Pearrow unexpectedly pulls a revolver and shoots Jameison through his back and into his daughter, killing Jameison. The wounded Allye steps backward onto the train as her lover falls lifelessly to the platform and watches the smoking gun in her father’s hand as the train leaves the station.
Two years later: A new, scantily viewed form of theater known as Vaudeville is traveling into the small town for the first performance since the night of the incident. The theater manager, JACK, and his foreman, AUGUST, escort Dr. Pearrow out into the streets to meet the new traveling troupe as they arrive. Lead by a peculiar manager, CYRUS GRIMES, the show seems to lack cohesiveness and is riddled with blunders. Nevertheless, one performance in particular strikes interest in Dr. Pearrow, one that recreates a gun fight on stage with real blood and sensible effects. It resonates with August as well being that one of the gunfighters has a striking resemblance to someone he’s seen before.
Later, inside Pearrow’s home, beneath the empty vials of medicinal heroine and bottles of brandy, lies an abnormal phenomenon. Pearrow is certain he is being haunted by the ghost of the actor he killed on the platform two years ago. He sees embodiments of an eerily masked man, donning the same coat and top hat of the one he murdered.
Back in the Vaudeville camp, it’s revealed that the familiar face from the on-stage gunfight (going by the name Lillian), is in fact the daughter of Dr. Pearrow. Allye’s returned to the small town to avenge the death of her lover. She returns to her former home ready to kill her father but is disrupted by the apparition that is haunting Dr. Pearrow. She sees the ghost-like being with discernible eyes for what it is, a man beneath a mask and dark clothing.
After a near discovery by her father and a brief interaction with the ghost, Allye wonders who is attempting to intimidate her father and why. While alone in the theater one night, the ghost is unaware of Allye’s presence. When it removes its mask, Allye approaches in confrontation to discover that the person behind it is the foreman, August! The two of them agree not to divulge each others secrets.
The opening night of the show soon arrives. Patrons of all classes flood the theater in excitement. Due to an unfortunate incident, the main attraction for the show isn’t able to perform leaving the patrons shocked and disappointed. Pearrow is furious and comes down heavily on Jack, August, and the entire troupe confronting the performers personally and nearly discovering Allye’s identity. After saving her cover, August divulges to Allye that he was actually hidden on the train platform the night her lover was murdered and saw everything unfold. He explains to her that no charges were ever brought against her father and that he was instead praised for killing the actor who had murdered his mistress and dumped the body before escaping town. August reveals his intention to consequently torment Dr. Pearrow until he seeks restitution for the lie. August and Allye agree to work together in a shared cause. Although their intentions differ: August wants public repentance, Allye wants death.
Though born of different classes and values, both August and Allye develop a fondness of each other’s passion. Regardless, Allye tries to slip away one night to accomplish her intent to kill her father. To add terror and further conceal her identity, she steals August’s ghost costume in which to commit the deed. Once there, she is overcome by unexpected emotion and can’t pull the trigger. Pearrow springs at the ghost and in doing so, knocks off the hat as she flees. When August discovers what she’s done he becomes furious. She’s ruined the idea of the ghost August has tried to construct.
It’s not until the next day that an unexpected source discovers that the troupe August fought so hard to bring to town, was in fact a laughing stock of theater in the East. He did so in order to further weaken Pearrow’s reputation. When confronted, August knows they have to act fast and get out of town before the doctor himself discovers their intentions. He and Allye come to an agreement not to kill her father but to push forward in exposing him.
On the night of the show’s last performance, the two exact a plan to disguise themselves as the ghost and lure Pearrow into the theater to be held publicly accountable for the murder. While on the stage, just as he is ready to break into confession, Allye suddenly pulls her pistol and shoots him through the head, consequently wounding August. With August’s health declining, Allye is forced to board the train without him. Through tears of regret, she sees the haunting images of what looks to be Jameison; the ghost, aboard her train car.
After successfully escaping to a small mining town in Colorado, Allye is forced to live with the regret of her decision to kill her father and to betray her friend. She doesn’t know if she will ever see August again, or if the glimpses of the ghost she sees are a spirit or in fact August returning to her.