Victoria Munroe (Brinke Stevens) is having nightmares that seem to be driving her husband Terry (Jay Richardson) nuts. Not because he fears for her well being, but because he wants her to die from her weak heart so that he can inherit her wealth and live high on the hog with his secretary Lisa (Delia Sheppard). Oh, and maybe pay off his gambling debt he owes to Italian mobster Visconti (the decidedly un-Italian Robert Quarry). Looking to speed up the process, Terry and Lisa decide to bury Victoria alive in order to scare her to death. Loosely based on Poe's "The Premature Burial" (hey, it has a premature burial),this Fred Olen Ray shocker is from his serviceable period with some decent FX, that same house he used in every other film (the brown one, not the white one) and nice photography by Gary Graver. This is probably the biggest role Stevens has ever had and she is fine as the stressed out wife. Her acting takes a slight turn for the worse when she is supposed to play psycho at the end. Jan-Michael Vincent, Karen Black, Hoke Howell, and Michael Berryman all got in one day of work in small roles. Vincent's role in the first half relies on him sitting in a parked car and staring at things. Ray obviously knew him well.

Unhappy and neurotic heiress Victoria Munroe (a very strong and intense performance from Brinke Stevens) not only suffers from nightmares about being buried alive, but also must contend with wormy no-count husband Terry (Jay Richardson in sturdy sleazy form) and his lusty mistress Lisa (deliciously played with lip-smacking wicked aplomb by the delectable Delia Sheppard),who are plotting to kill Victoria for her money.

Writer/director Fred Olen Ray relates the engrossing story at a brisk pace, does a neat job of crafting a suitably morbid atmosphere, and further spices things up with a generous serving of tasty bare distaff skin courtesy of Brinke and Delia as well as two incredibly raunchy semi-pornographic sex scenes which are performed with scorching naughty abandon by Mrs. Sheppard. Moreover, there are sound supporting contributions from Robert Clarke as concerned family physician Dr. Carlton, Jan-Michael Vincent as pesky private detective James Trent, Karen Black as helpful hypnotherapist Dr. Julia Harcourt, and Robert Quarry as menacing mobster Visconti. Michael Berryman has a nice bit as a creepy mortician in an effectively macabre nightmare set piece. Chuck Cirino's shivery score hits the spine-tingling spot. Gary Graver's typically proficient cinematography provides a pleasing polished look. Best of all, Stevens really sinks her teeth into her juicy lead role; she's a lot of fun towards the end when she goes gloriously off the rails cackling psycho crazy. A cool little B-grade fright flick.

A by-the-numbers thriller from director Fred Olen Ray, renowned for making exploitation films on an extremely low budget. This passes the time but offers up little in the way of story or intrigue, as is the case with lots of these films, not much happens for three quarters of the film until the action of the finale. To pass the time there are a number of gratuitous nude and sex scenes. Brinke Stevens is forever taking her clothes off to have a bath, while Delia Sheppard is constantly writhing about while naked. These scenes get boring quickly and are obviously tailor-made for the dirty mac brigade. The story is loosely based on Edgar Allan Poe's theme of being buried alive, but director Ray just doesn't have the budget to do justice to the story, his tale lacks the lavish costumes and sets of Roger Corman's Poe series of the 1960s.

Along with the central story (woman is cheated on, buried alive by husband, then comes back from the dead) are a number of sub=plots to lengthen the running time. The most obvious of these is the story involving the husband's embroilment with a debt collector, whose assistant sits around in a car for the whole film before finally taking action at the end. The husband's affair also gets tiring quickly, although to be fair Ray does intertwine the plot threads quite well.

The cast is probably the most interesting thing about the film; Ray has once again gathered together a group of talented exploitation has-beens, past-its, and nobodies. Jan-Michael Vincent is probably the biggest name but doesn't have much of a role, while Jay Richardson manages to put a fine balance between a cold-blooded murderer and a human being who cares about his wife. Brinke Stevens has never been much of an actress but carries the pivotal role fairly well. Robert Clarke is believable as a doctor while Robert Quarry and Karen Black fill out minor roles and are welcome faces in the cast. Added to this is Michael Berryman in a cameo appearance as a creepy morgue assistant.

The special effects are kept to a minimum until the finale, where Ray murders off just about every major character in the cast. Things are quite bloody here with a number of brutal stabbings, but we've waited a long time for the action so it is quite disappointing. The various 'supernatural' aspects are handled amateurishly and are therefore embarrassing, take the disappearance of Stevens at the end for example, a cliché or what? HAUNTING FEAR comes across as very empty and lacking, but for undemanding fans it will pass the time.