Loner Mark Lewis works at a film studio during the day and, at night, takes racy photographs of women. Also he's making a documentary on fear, which involves recording the reactions of victims as he murders them. He befriends Helen, the daughter of the family living in the apartment below his, and he tells her vaguely about the movie he is making.

Henry IV usurps the English throne, sets in motion the factious War of the Roses and now faces a rebellion led by Northumberland scion Hotspur. Henry's heir, Prince Hal, is a ne'er-do-well carouser who drinks and causes mischief with his low-class friends, especially his rotund father figure, John Falstaff. To redeem his title, Hal may have to choose between allegiance to his real father and loyalty to his friend.

As his life comes to its end, famous Hollywood director Orson Welles puts it all on the line at the chance for renewed success with the film The Other Side of the Wind.

Documentary about the making of 20th Century Fox's 1963 film "Cleopatra," then the most expensive film of all time.

Barbara gets secret plastic surgery in Switzerland in an attempt to save her marriage to Mark, but he doesn't seem interested in meeting her. She checks in to a ski resort to wait for Mark, and begins getting attention from young men. Her daughter tries to warn her that even though she has had the surgery it might be too late for her marriage, but she clings to the hope that Mark will come back once he sees her new look. Meanwhile, she must decide whether or not have an affair with a young man she's met.