have been quite expensive. In all those early Poe pictures we had relatively few actors, so when we did finally make Masque of the Red Death we went to the UK where it would be less expensive to do it." Screenplay Matheson's script freely devised an elaborate narrative that barely resembled Poe, with only the finale having any similarity at all to the original short story on which the film was based. Corman noted, "The method we adopted on The Pit and the Pendulum was to use the Poe short story as the climax for a third act to the motion picture... because a two-page short story is not about to give you a ninety-minute motion picture. We then constructed the first two acts in what we hoped was a manner faithful to Poe, as his climax would run only a short time on the screen." Matheson's screenplay included a flashback to a time immediately preceding Elizabeth's illness, featuring Nicholas and Elizabeth horseback-riding and eating a picnic lunch. Corman deleted the sequence prior to filming because he felt it violated one of his major theories regarding the Poe series: I had a lot of theories I was working with when I did the Poe films...One of my theories was that these stories were created out of the unconscious mind of Poe, and the unconscious mind never really sees reality, so until The Tomb of Ligeia, we never showed the real world. In Pit, John Kerr arrived in a carriage against an ocean background, which I felt was more representative of the unconscious. That horseback interlude was thrown out because I didn't want to have a scene with people out in broad daylight. The screenplay was modified from its original draft form during the film's shooting. Price himself suggested numerous dialogue changes for his character. In the script, when Francis Barnard is first introduced to Nicholas, the young man asks about loud, strange noises he had heard a few moments earlier. Don Medina responds: "Uh...an apparatus, Mr. Barnard. (turning) What brings you to us?" Price penciled in the suggestions "that must be kept in constant repair" and "that cannot be stopped". Later in the screenplay, when Nicholas recalls his father's chamber of torture, Price devised alternate explanations for Sebastian Medina's violence. During Nicholas' death scene, after falling to the bottom of the pit the character originally had dialogue at the point