- Inspired by Pygmalion, which the musical My Fair Lady was based on, Lucard decides to turn a ditsy woman who works for him into a true lady. Meanwhile, Gustav's old senile friend claims that vampires are preying on his old folks' home.
- Helsing visits his old vampire hunter friend, Frederick Rilling (Barry Morse), at an old age home. Frederick has two complaints: 1) that they gave him tomato soup when he asked for celery, and 2) that there is a vampire feasting on the residents, and he makes Helsing promise to help destroy the creature. When Frederick discovers that the home is one of Lucard's holdings, he decides to go to the castle. Concerned for his friend's safety, Helsing goes after him. Meanwhile, Lucard has his hands full playing Pygmalion to a bungling singer wannabee named Amber Santana (Coco d'Este). When the experiment doesn't seem to be working, Lucard decides to turn her into a vampire instead. However, Amber Santana is really vampire hunter Carolyn Elmhurst, and she's come to destroy Lucard. Unfortunately, Lucard overpowers her. Just as he's about to bite her neck, Frederick bursts into the room and tries to stake him. Lucard easily tosses Frederick aside just as Helsing bursts into the room wielding a cross. But it is Frederick who begins to cringe. Turns out that Frederick is an ancient vampire, much older than Lucard, who loathes his existence but is unable to put an end to himself. Lucard obliges.
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