The ancient family of Groan has been incarcerated for centuries in the vast crumbling castle of Gormenghast. But the dynasty and its time honored rituals are threatened by the charming and evil Steerpike determined to leave his menial position as kitchen-boy and achieve ultimate control of the House of Groan for himself.
On the day that Titus Groan -- one day to be the 77th Earl of Gormenghast -- is born, Steerpike escapes the hellish kitchens whilst the monstrous Swelter and Flay, the Groans' loyal retainer, argue . He finds himself in the bedroom of Titus' sister, Fuchsia and charms her into letting him accompany her on a visit to Prunesquallor the castle physician.
Here, he ingratiates himself into Prunesquallor's service and, from this toehold of power, quickly becomes confidant to Titus' aunts Clarice and Cora. He plays on their vanity and greed, manipulating them into setting fire to the library of Lord Groan -- the 76th Earl -- during a family gathering.
Steerpike becomes a hero by stage managing the rescue of the family from the burning library. Lord Groan is driven mad by the loss of his precious books. Swelter's deadly hatred of Flay boils over and he attempts to murder to the library of Lord his rival.
The stand off between the two men is interrupted by the wanderings of Lord Groan. The old Earl makes his way to the Tower of Flints, followed by his warring servants, where Swelter and Flay continue their fight resulting in the death of Swelter.
Lord Groan releases the owls, which inhabit the tower, and they peck him to death. Taunted by Steerpike Flay offends Gertrude and is banished from the castle. Still only a toddler Titus is declared the new Earl at a magnificent ceremony
Steerpike bides his time, becoming an apprentice to Barquentine, the master of the ritual, in order to learn the castles innermost secrets. He fakes the deaths of Clarice and Cora, sets about the seduction of Fuchsia and kills the Groan children's adorned Nannie Slagg -- all to satiate his lust for power. Titus meanwhile, is educated by a series of eccentric professors, one of whom, Bellgrove, takes a special interest in the young Earls development.
Titus resents the restraints of life at the castle and, particularly Steerpike, who embodies the rituals he so detests. Prunesquallor's sister Irma, grows tired of her spinster existence and throws a party to find a husband. She sets her sights on Bellgrove, now headmaster, and the two instantly fall in love.
Titus finds a secret passage, which leads him outside the castle walls for the first time in his life. There he meets Flay, now living in exile. Punished for his escapade Titus' animosity towards Steerpike grows as he curses the rituals of Gormenghast.
Steerpike makes his first serious slip when he bungles the murder of Barquentine leaving himself badly disfigured and dangerously ill. Nevertheless, he continues to run the castle affairs from his sick bed despite the growing suspicions of Prunesquallor and Gertrude. On his recovery he resumes his seduction of Fuchsia.
Meanwhile, Flay secretly returns to the castle to keep a watch over Steerpike. Finally it is time for him to make his move and he summons Titus and Prunesquallor to assist in his pursuit of Steerpike through the dark corridors. In a long-forgotten room they find him gloating over the skeleton of Clarice and Cora, whom he left to starve to death. Realising he has been discovered, Steerpike kills Flay and makes his escape.
Finally galvanised into action Titus leads the castle inhabitants against Steerpike. Fuchsia refuses to hide Steerpike, but left in an emotional turmoil, commits suicide. As torrential rain floods the castle, the young Earl and the usurper fight a bloody duel to the death.
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