Carol, a young girl living in Sixties' London, is repelled, yet fascinated, by men. Her radiant beauty attracts the opposite sex, but she shrinks from their advances. Her days are spent in an intensely feminine atmosphere: working in a beauty salon, and clinging to her sister Helen for love.

But, as she incarcerates herself in her sinister, shadowy flat, men begin to invade her dreams night and day, mixing her terror with delight as bizarre hallucinations take hold of her mind. The walls start to crack, literally, before the eyes. Finally, racked and depraved through her delirium, she is left with only one instinct towards the men who invade her life - that of a killer...