In Cambodia in 1937 Count Mazovia (Roy D’Arcy) discovers part of an incantation and formula to control men’s minds and turn them in to zombies. While on an expedition in Cambodia archeologist Armand Louque (Dean Jagger) discovers the whole incantation one evening while pining over his lost fianace Claire Duval (Dorothy Stone) who has thrown over Armand for the more stable and attentive Clifford Grayson (Robert Noland), something that Armand is deeply hurt by especially since Clifford is an associate archeologist and former friend. Armand uses some magic incense to control the mind of his servant and then takes steps to put the entire archeological expedition under his control. When he confronts Claire with his plans she convince Armand to release his power from those he has mentally imprisoned but when he does the entire nation turns against him.