A writer who prefers to be known as "Ghost Writer" (Ian Tomaschik) pitches an article to Ghastly Horror Magazine editor Marshall McFarland (Patrick Flynne, THE UNDYING) about "What Really Frightens You" in which he will interview New Yorkers on their deepest fears. Scouring Times Square he happens upon lawyer Drew (Postell Pringle), bookstore employee Chloe (Jennifer Sorika), and office worker Brett (Chris Keveney). After their interviews, the three begin experiencing nightmares and hallucinations related to their fears: Drew worked his way out of Hell's Kitchen and is afraid of running into the gangs that used to beat him up (meanwhile, he's defending a slumlord with a building in the area), Chloe has nightmares of being in her underwear in public and getting pawed by strip-club customers, and Brett fears a monster under his bed from childhood. Drew and Chloe share their experiences when she approaches his law firm about suing the magazine for punitive damages because of her too-real nightmares. When they learn of Brett's apparent suicide, Drew and Chloe endeavor to track down the mysterious "ghost writer" before they too are consumed by their worst fears.

Writer/producer/director/editor Richard W. Haines' name may not be familiar to even the most dedicated horror viewers, and that is partially his fault since he prefers to forget his earliest credits: 1984's SPLATTER UNIVERSITY and the 1986 Troma production CLASS OF NUKE 'EM HIGH. While neither film is even remotely a classic of eighties exploitation, they are both his best known works. For better or worse, this film could have used the promotion of "from the director of SPLATTER UNIVERSITY" which would have at least piqued the curiosity of seasoned horror viewers. Haines has also written the books TECHNICOLOR MOVIES and THE MOVIEGOING EXPERIENCE published by McFarland (as an in-joke, the magazine editor in the film is McFarland). WHAT REALLY FRIGHTENS YOU? seems less like a CREEPSHOW or TALES FROM THE DARKSIDE: THE MOVIE type anthology film and more like THE GRUDGE (with its intersecting stories of characters individually haunted by the same force) with gore and TALES FROM THE CRYPT-esque (the TV series) frights. It could almost pass for a feature-length episode of the less successful, short-lived third TWILIGHT ZONE series from 2002.

Although Haines claimed to have used latex monsters because he could not afford CGI, the practical monsters are a welcome throwback (even if they are not particularly scary). Although Tomaschik's performance as the creepy "ghost writer" is rather one-note, the good cast is mainly hampered by cliched dialogue and a script that seems to give up on tying the three haunted characters together after starting to suggest how Drew and one of his clients might be connected to "Ghost Writer". Taking his cue from Haines' affection for the Technicolor look, Tom Agnello's 35mm cinematography taking a refreshingly saturated approach in contrast to the tiring modern preference for muted colors and bleach bypassed contrast.