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| Carl Boehm | Mark Lewis |
| Moira Shearer | Vivian |
| Anna Massey | Helen Stephens |
| Maxine Audley | Mrs. Stephens |
| Esmond Knight | Arthur Baden |
| Bartlett Mullins | Mr. Peters |
| Shirley Anne Field | Diane Ashley |
| Michael Goodliffe | Don Jarvis |
| Brenda Bruce | Dora |
| Martin Miller | Dr. Rosen |
| Pamela Green | Milly, the model |
| Jack Watson | Chief Inspector Gregg |
| Nigel Davenport | Det. Sgt. Miller (uncredited) |
| Brian Wallace | Tony (uncredited) |
| Susan Travers | Lorraine, the model (uncredited) |
| Maurice Durant | Publicity chief (uncredited) |
| Brian Worth | Assistant director (uncredited) |
| Veronica Hurst | Miss Simpson (uncredited) |
| Miles Malleson | Elderly gentleman customer |
| Alan Rolfe | Store detective (uncredited) |
Loner Mark Lewis works at a film studio during the day, and at night takes racy photographs of women. However, he also is filming a documentary on fear, which entails recording the reaction of his victims as he murders them. He becomes friends with Helen, the daughter of the family living below, and he tells her vaguely about the film he is making. When she sneaks into Mark's apartment to watch it, she is horrified by what she sees -- especially when Mark catches her.
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