Mark Lewis, works as a focus puller in a British film studio. On his off hours, he supplies a local porno shop with cheesecake photos and also dabbles in filmmaking. A lonely, unfriendly, sexually repressed fellow, Mark is obsessed with the effects of fear and how they are registered on the face and behavior of the frightened. This obsession dates from the time when, as a child, he served as the subject of some cold-blooded experiments in the psychology of terror conducted by his own scientist father. As a grown man, Mark becomes a compulsive murderer who kills women and records their contorted features and dying gasps on film. His ongoing project is a documentary on fear. With 16mm camera in hand, he accompanies a prostitute to her room and stabs her with a blade concealed in his tripod, all the while photographing her contorted face in the throes of terror and death. Alone in his room, he surrounds himself with the sights and sounds of terror: taped screams, black-and-white "home ...

Due to a revolution in his country, King Shahdov comes to New York - almost broke. To get some money he goes to TV, making commercials and meets the child from communist parents. Due to this he is suddenly a suspected as a communist himself and has to face one of McCarthy's hearings.

Pope Julius is eager to leave behind works by which he will be remembered. To this end he cajoles Michelangelo into painting the ceiling of the Sistine Chapel. When not on the battlefield uniting Italy, the Pope nags Michelangelo to speed up his painful work on the frescoes.