NoÃ«l Carroll has suggested that scary films scare because our emotions are structured by the disgusting and dangerous properties of the filmsâ€™ monsters. By contrast, this essay argues that some scary films scare through more direct means than can be explained by entertaining in thought, say, the impure properties of Count Dracula. It is the film itself that disgusts and frightens, by â€˜taking overâ€™ the spectator so that their consciousness of the film is â€˜contaminatedâ€™ by the â€˜spiritâ€™ of horror. In this essay, I discuss this state of â€˜being done by disgust-horror through Roman Polanskiâ€™s Repulsion (1965). In my reading, Repulsion is about ultrasensitivity to the world and the subsequent, insane fear of intimacy that the film itself directly induces in its spectator. The spectator is threatened with possession in a fashion analogous to the way in which Caroleâ€™s apartment (her own mind) keeps her captive in her own disgust. This disgust that Carole feels is not merely disgust towards men, but disgust towards the world in general. The effect of this is the devastating, disgusting, schizophrenic terror of being unable to trust oneâ€™s own senses.