"Haunting Fear" is a low-budget thriller that turns into a possession movie in the last 20 minutes, directed by trash-master Fred Olen Ray.

PLOT: A heiress named Victoria (scream queen Brinke Stevens) has a fear of being buried alive and suffers from nightmares. Her unfaithful husband (Jay Richardson) and his mistress (Delia Sheppard) decide to scare Victoria to death in order to collect her inheritance and pay off a mobster. Victoria is eventually possessed by a spirit from her past life and exacts bloody revenge.

I wouldn't really call "Haunting Fear" a horror movie. It's more of a psychological thriller. The last 20 minutes we get into some paranormal horror but it's quite weak. The film is a play on Edgar Allen Poe's "The Premature Burial". The main draw to see "Haunting Fear" is for the epic B-movie cast including Michael Berryman ("The Hills Have Eyes"), Karen Black ("Invaders from Mars), Jan Michael Vincent ("The Ice Cream Man"), and Robert Quarry as a gangster who gets a back massages from a topless chick.

Brinke Stevens claims that "Haunting Fear" is her best work and her favorite film. She is serviceable in the lead and handles dramatic scenes pretty well. But her over the top "killer" shtick is pretty bad. The real stand outs of the film are Jay Richardson and the always sexy Delia Sheppard. Sheppard has some pretty rough sex scenes and even gets bent over a desk and doggied out while having her hair pulled. The film definitely meets it's skin quota. Both Sheppard and Richardson give solid , sleazy performances. And Michael Berryman's cameo as a creepy coroner is great!!!

This may be one of Olen Ray's better films...but that's not saying much. I still prefer "Hollywood Chainsaw Hookers" and "Beverly Hills Vamp". The musical score was actually solid in "Haunting Fear". For a film shot in 6 days it's not half-bad.

"Haunting Fear" features a severed head, a coffin jump scare, a bunch of bush, a bath tub of blood, a maggot filled skull, and Jan Michael Vincent spends 90% of his screen time smoking cigarettes in his parked car.

GORE SCORE-2/5

Tit-O-Meter-5/5! (Double Bush!!!)