San Francisco police detective Scottie Fergusson (James Stewart) develops a fear of heights and is forced to retire when a colleague falls to his death during a chase. An old college friend, Gavin Elster (Tom Helmore) hires Scottie to watch his wife Madeleine (Kim Novak) who has reportedly become possessed by her ancestor's spirit named Carlotta. Scottie follows her around San Francisco and is drawn to Madeleine and her obsession with death. He unwittingly becomes a figure in a complex plot when Madeleine kills herself by jumping off a bell tower. Later Scottie discovers a woman named Judy Barton who has a striking resemblence to Madeleine. Still in love with Madeleine, Scottie starts to transform Judy into Madeleine by dying her hair blonde and changing her clothes and what not. They later go to the bell tower, the same place where Madeleine died, where Scottie is determined to discover the truth behind everything.