Innocent, sexy Allyson leaves her boyfriend Peter to go to acting classes in Los Angeles. In Los Angeles she rents a room in an apartment building from the grumpy Mr. Merry next to the resident working girl, Bridget. During the day Allyson struggles with her acting lessons at arrogant Eric Constantine's acting school whilst at night she plays with herself as she watches beautiful, confident Bridget through the keyhole servicing her clients. In class she meets professional photographer Jerry who offers to shoot her a portfolio.

Susan and Mark move to a seaside town to buy an old house and open an inn. They came to look at one house, but Susan is inexplicably drawn to another. The house is high on a cliff overlooking a lonely beach. Something eerie is going on. A scary black dog appears. One strange guest stays at the inn. Susan finds letters in the attic written long ago by a wife who was terrified of something.