A young girl moves into her estranged aunt¿s hotel when she begins to suspect that a guest was murdered.

Cheryl Stratton, who has run away from Cleveland with her friend Judy to start a new life in Los Angeles, is at loggerheads with Judy over Judy's sexual escapades. After Judy corrosively suggests that Cheryl leave the apartment they share at the beach, Cheryl steals Judy's wallet and heads downtown to the King Edward Hotel which is run by her aunt, Martha Atwood. Upon arriving at the seedy hotel, Cheryl is met by the brusque Martha, who states that because the King Edward is one of the "last respectable hotels in the city," she has to be extremely selective about the clientele. Martha relents, however, and allows Cheryl to stay for a few days if she promises never to wander the hotel alone and to remove her vulgar makeup. After Cheryl settles into her room, she is unnerved by strange noises and a vague feeling that someone is watching her. Soon after, when Judy's boyfriend Mike comes to the hotel to look for Cheryl and Judy's missing wallet, he is met in the lobby by Reverend Moon, an eccentric guest garbed in a priest's cassock. Moon directs Mike to room 319, admonishing him to wait three minutes while he "slips into something comfy." As Mike walks down the long, dreary hallways toward 319, a pair of hands spring out from behind a closed door, after which an unseen assailant beheads Mike and tosses his body into the furnace. Later, Cheryl joins Martha for dinner, and when she asks about her aunt's daughter, Martha matter-of-factly explains that the baby, a product of artificial insemination, is "in the hands of the Lord," but if she had lived, she would have been several years older than Cheryl. That night, Cheryl hears the floorboards creaking outside her door, and the next morning, when she asks who occupies the room next to hers, Martha avers that the room is an empty, locked storeroom. As Cheryl helps her aunt with cleaning chores, she meets one of the lodgers, the disheveled Mrs. Quigley, who asks if anyone has seen "Alice." In the lobby, Cheryl glimpses the strange but handsome George, who, Martha explains, is a photographer with a darkroom in the basement. While unpacking her belongings, Cheryl comes upon a pornographic manuscript hidden in the drawer of a bureau in her room, with a handwritten note inside asking "how do you like it, Cheryl?" The following day, Martha informs Cheryl that she is going to a funeral so that she can take a photo of the departed's "spirit as it leaves the body," her favorite pastime. Asking Cheryl to stay secluded in the kitchen while she is gone, Martha presents her with her pet rat Whitey for company. As soon as Martha leaves, the rat climbs onto a cupboard shelf and is electrocuted when it brushes against a key ring. After disposing of the rat's body down the garbage disposal, Cheryl takes the keys and unlocks the storage room, where she finds peepholes that look into her room and the shared bathroom. Next, she unlocks the door to Reverend Moon's room and finds statues of Christ crucified on the cross alternating with photographs of beefy, half-naked bodybuilders. Upon returning to her own room, Cheryl discovers a package containing a skimpy stripper's costume accompanied by a note reading "wear this for me." Some time later, Cheryl filches the keys again and sneaks into George's room, where she finds an inflatable, transparent, life-sized doll of a woman sprawled on his bed and sees enlarged photographs of naked women lining the walls. Shocked, Cheryl runs out of the room, after which George emerges from a side door from where he has been watching. One day, Judy comes to the hotel looking for Cheryl and Martha, suspicious of Judy's claim that she wants to repay some money, tells her that Cheryl is in the basement darkroom. Finding the darkroom deserted, Judy is intrigued when she spots some blow-ups of dime-store photographs that she and Cheryl had taken. As Judy is examining the photos, the door creaks open and she screams in fear. At the same time, Martha, upset over the disappearance of her "child" Whitey, explains to Cheryl that the body is just a prison that entraps one's "natural spirit." Their conversation is interrupted by a phone call from Jeff, the boy whom Cheryl met at the locksmith's while she was having copies of her aunt's keys made. Although Martha vehemently disapproves, Cheryl accepts Jeff's invitation to attend a rock concert. In his room, meanwhile, George fills his inflatable doll with water, fastens an enlarged photo of Cheryl to her face, then pierces his arm with a hypodermic needle. After extracting a vial of blood, George injects it into his inflatable doll, turning the clear water red. Later, George calls the hotel and asks to speak with Cheryl. Answering the phone, Martha recognizes his voice and upbraids him, warning that women try to degrade men by tempting them with their bodies. After George accuses Martha of ruining his life, because the only pleasure he can experience is with his dolls, Martha begs him to leave Cheryl alone and warns of repeating a fiasco like the one that happened to Alice. Soon after, Cheryl, dressed in the stripper outfit, enters the bathroom, sensuously removes her clothes, then erotically caresses herself in the bathtub, aware that George is watching. After finishing her bath, Cheryl leaves the outfit behind. George then enters the bathroom, and after fondling the outfit, slips it onto his inflatable doll bearing Cheryl's photograph. The following morning, when Martha finds the doll discarded in the trash, she becomes alarmed, and after forbidding Cheryl to speak to George, orders her to return home. Later, George phones Cheryl, who eagerly offers to pose for him and arranges to meet him that night. Cheryl has also made a date with Jeff that night, and after Jeff picks her up at the hotel, he casually remarks that he was friendly with a girl named Alice Rogers, a professional model who lived at the hotel. When Jeff mentions that Alice was afraid of the photographer who was also living at the hotel, Cheryl becomes angry and returns to the hotel to keep her assignation with George. Meanwhile, George is playing a conversation he has taped of Alice talking to him, and as she begins to scream about a needle, Jeff, who has followed Cheryl back to the hotel, hears the screams and bursts into George's room. After smashing Jeff in the head with a bottle, George drags his body into the darkroom. When he returns, George finds Cheryl, dressed in her stripper outfit, stretched across his bed, waiting for him. Becoming aroused, George pulls out his needle, but Cheryl recoils in fear, overturning the photographic equipment which lands on George, killing him. Alerted by Cheryl's screams, Martha rushes into the room, and when she unbuttons George's shirt to feel if his heart is still beating, Cheryl sees that George has breasts and is not a man at all, but a woman. Grateful that George's spirit has been liberated from his body, Martha reveals that George was her daughter, whom she reared as a man to prevent her becoming tainted by wanton female sexuality, then offers to let Cheryl become her new son. Suddenly changing her mind, Martha brandishes a giant knife and reassures Cheryl that the blade did not "hurt" Alice or Mike. The following day, Jeff's father, accompanied by the police, comes to the hotel to look for Jeff. Hearing a knocking coming from the darkroom, they find Jeff locked inside, and Judy's body stuffed in the sink. After ascending to the third floor to investigate, they find George's body, and next to it, Martha's bloodied corpse garbed in Cheryl's stripper outfit. After they leave, Cheryl, a dazed look on her face, wanders into the lobby repeating that "this is one of the last respectable hotels in the city" and that she has to be "extremely selective about our clients."