Cheryl Stratton gets into an argument with her roommate Judy, and decides to move out. Cheryl steals Judy's wallet and, rather than return to her native
Ohio, visits the King Edward Hotel, a dilapidated hotel in
downtown Los Angeles that is operated by her maternal Aunt Martha, whom she has never met. The brusque, conservative Martha allows Cheryl to temporarily stay in the King Edward, which she considers one of the "last respectable hotels in the city." Martha's central provision for Cheryl's stay is that she not wander the hotel at night. Cheryl soon notices that the guests and residents of the hotel are very unusual. Soon after settling into her room, Cheryl senses she is being watched. Judy's boyfriend, Mike, arrives at the hotel searching for Cheryl, and is met by the Reverend Moon, an eccentric guest who dresses as a priest. Mike is attacked in an upstairs hallway by an unseen assailant, who decapitates him before throwing his corpse in the hotel furnace. Later, over dinner, Cheryl inquires about Martha's daughter; Martha states that the child was conceived via
artificial insemination, and implies that she is dead. Cheryl soon takes notice of George, a mysterious, handsome photographer who lives in the hotel, and whom Martha allows to keep a
darkroom in the basement. While exploring the hotel, Cheryl realizes there are
peepholes throughout, some of which allow a direct view into her room. George begins to leave sexually aggressive notes for Cheryl, which progress to gifts of lingerie which he suggest she model for him. Curious, Cheryl steals the hotel master keys and has copies made, which she uses to enter George's room. Inside, she discovers a transparent inflatable
sex doll on his bed, and numerous avant-garde photos of nude women lining the walls. Judy arrives at the hotel searching for Mike and wanting to reclaim her stolen money. Martha directs her to the basement darkroom, where an unseen assailant murders her. That night, Jeff, a young man who works at the locksmith where Cheryl copied the keys, invites her on a date to a rock concert. Meanwhile, George fills his inflatable sex doll with water and affixes a blown-up headshot of Cheryl onto its face. He then draws his own blood into a hypodermic needle, before injecting the blood into the doll. George and Martha later get into an argument in which George accuses her of ruining his life by attempting to "protect" him from slatternly women. That night, Cheryl dresses in the lingerie George left for her, and erotically undresses in the bathroom, aware George is watching her from a peephole. After she leaves her room, George enters it and takes back the lingerie, which he uses to dress his inflatable doll. Martha finds the discarded doll in the trash the next morning, and orders Cheryl to return home. Jeff arrives later for his date with Cheryl. As they head to the concert, Jeff mentions he previously dated a woman named Alice, a model who disappeared from the hotel, and mentions that she was frightened of George. Cheryl, who feels protective of George, is angered by this and aborts the date, returning to the hotel. Jeff follows Cheryl to the hotel, and confronts George, who is in his room listening to a taped audio recording of Alice's murder. George bludgeons Jeff with a bottle and drags his body to the darkroom. When he returns to his room, he finds Cheryl posed on his bed in the lingerie. Cheryl assumes the two are going to have sex, but is horrified when George produces a hypodermic needle, which he attempts to stab her with. An altercation ensues in which Cheryl inadvertently kills him by pushing over a large stage light that falls on his head. Martha, alerted by the noise, enters the room. When she unbuttons George's shirt to feel for a heartbeat, she reveals that George has breasts, and is not a man at all, but a woman who has been
cross-dressing and presenting as a male. Martha raves that George's spirit has been liberated from his body, and that she raised George—who is her biological child—as a man so that he would not be "tainted" by wanton female sexuality. Martha briefly suggests that Cheryl become her "new son", but swiftly changes her mind, attacking Cheryl with a large butcher knife. The next day, Jeff's father arrives at the hotel with police, who recover an unconscious Jeff in the darkroom, alongside Judy's corpse. Upstairs, they discover George's body alongside Martha's, which is now dressed in Cheryl's lingerie outfit. Later, as the police depart the hotel, Cheryl emerges from upstairs in a daze, repeating to herself Martha's phrase that the King Edward is "one of the last respectable hotels in the city" and that she must be "extremely selective" about its clientele. ==Cast==