Samantha Sherwood has worked with the well-known director Jonathan Stryker on all his major films. She naturally assumes she has been given the title role in his latest venture, "Audra". He tells her that she nn needs to do some background research on the part, so arranges to have her committed to an asylum (as Audra is a former psychiatric patient). She goes along with this, not realising that he intends to leave her there indefinitely and audition six young women of various professions for the part instead. She finally manages to escape, and returns to the spooky old mansion where the auditions are taking place. But who is causing the disappearances of the young hopefuls?? Is it Samantha? Stryker? Or is one of the actresses willing to kill for the coveted part?? Just who is the killer behind the old-hag mask???

A college fraternaty prank goes bad and student ends up in the mental ward. Four years later, it's graduation time, and the members of the fraternity decide to have a costume party aboard a train trip to celebrate thier graduation. Unknowingly to them, a killer has slipped aboard, wacking them off one by one, disguised in the costumes of the victims.