Young actress Claire and boyfriend Mike move into the former Hollywood home of 1940s starlet Valerie Parks, who died in mysterious circumstances before her career could take off. When Mike finds a copy of Valerie's uncompleted - and long thought lost - film The Last Widow, Claire soon comes to believe that the house is haunted and that Valerie is possessing her sexually. A film company announces that a remake of The Last Widow is about to go into production and Valerie sets out to win the leading role in Claire's body.
| Actor | Role |
|---|---|
 Shauna O'BrienClaire | Claire |
 Amber NewmanMelissa | Melissa |
 Griffin DrewValerie Parks / Doris | Valerie Parks / Doris |
 Jarod CareyMichael (as John Smith) | Michael (as John Smith) |
 Jason SchnuitPaul (as Jay Stewart) | Paul (as Jay Stewart) |
 Shyra DelandDawn Starchild (as Morgan Kelly) | Dawn Starchild (as Morgan Kelly) |
 Robert DonavanRichard | Richard |
 Samantha PhillipsLinda (as Sam Philips) | Linda (as Sam Philips) |
| SSteven GinsburgJoel (as Stephen Ginsburg) | Joel (as Stephen Ginsburg) |