Prospero is a wealthy, arrogant ruler who governs a land currently ravaged by a disease known as the Red Death. Possessing a bizarre, eccentric imagination, he uses his immense resources to seclude himself and his elite friends in a heavily fortified, castellated abbey. He shows little regard for the suffering of his wider kingdom, preferring to immerse himself in grotesque, highly curated revelry while the outside world perishes.

The Masked Figure is an uninvited attendant at Prospero's extravagant gathering. Tall and gaunt, the figure is shrouded from head to foot in the habiliments of the grave. Its mask is designed to look exactly like the stiffened face of a corpse, complete with the terrifying, blood-dabbled hallmarks of the active plague.

The Guests consist of a thousand hale and light-hearted knights and dames from the prince's royal court. They willingly abandon the outside world to live in seclusion, functioning as an amorphous group of subordinates to their ruler. Dressed in grotesque costumes designed by Prospero himself, they flit through the colored rooms like a multitude of dreams, trying desperately to ignore the threat outside.