4.5 out of 5 stars.This book is dark, descriptive, and completely intriguing. Based on Edgar Allen Poe's story of the same name, this is a refreshing new take on it. I loved the steampunk elements, and I enjoyed reading about the environment they lived in and how people went about their lives while dealing with the sickness. The characters had depth and kept me wanting to discover more about them. The writing style really pulls you in and keeps you turning pages. I could really imagine how the ruined city looked, the castle, and seeing all of the people in the club.Araby belongs to one of the "rich families" since her father is a scientist and created the masques, so she has it pretty well considering the situation. The Weeping Sickness is all around and has killed off half of the population. Everyone lives in fear of catching it and they wear masques to protect against it. The masques are porcelain and I can so clearly imagine the people wearing them. Araby has numerous masques since her family has money to buy them, but some people have to work hard and save up money in hopes of being able to afford one. Sadly so many people, including children do not have them, and you get to see how heartbreaking it is.Araby and her friend April enjoy going to the Debauchery Club to escape the reality of how horrible things are. Araby likes to drink and take drugs so she can forget. She wants to be numb so she doesn't feel for a while. She is a smart girl really, but she has a lot of despair, hurt, and guilt that she holds inside of her. I loved getting to know her and why she is the way she is. It was interesting to watch as she started to let go of some of that pent up guilt. She is a bit reckless, but there is a reason she's that way. At times she annoyed me with how she acted about things, but I tried to understand the weight of her situation. She also really cares about others and puts herself at risk in order to help them. She is very brave in that sense, but she is not without fear. Every decision she makes is full of fear for the outcome, but it does not stop her.Will and Elliot are the two boys who confuse her, and help her. Elliot is April's brother and he is trying to help bring the city back. He believes they can rebuild and give people some type of hope. She decides to help him even if it means betraying others. She thinks what he is doing is right, but still doubts a lot of things about him too. Then there's Will who works at the club. He helps Araby when she gets herself into a bad situation. She begins to get close to him throughout the book. Of course there is more to both of these boys than meets the eye. Both are swoon worthy and totally turned my heart to mush at some point. I can say that I honestly thought I would be Team Will, but I really am at a loss. They are both so awesome. It's not a typical love triangle though, so if you hate love triangles I wouldn't worry about it. It's not there for no reason. It's completely valid. ;)So as if trying to find a way to fix the city and figure out what people are hiding, there is a new illness that starts called the Red Death. People are fine one minute, and then the next they are bleeding from their eyes and drop dead. Morbid right?! Thinking about the illnesses and the descriptions of some of the people suffering from them gave me goosebumps. The beginning of the book seemed a bit slow to me, but it gradually built up to a whole lot of awesome!! Araby discovers some things about her family that are a bit hard for her, and also about Elliott's family. There's a pretty great plot twist towards the end too. The last bit of the book is pretty intense and kept me flipping through to the last page. I am very curious to see what happens next!! Oh and did I mention how awesome that cover is?!! LOVE!!