station, kills the judge, and is pursued into the forest. He finds Amanda in a broken-down car and rapes her. When Caroline and Eli find him, he attacks Eli, forcing Caroline to shoot him in the head. It is implied that Connors may have impregnated Amanda, continuing the cycle of his resurrection. Cast Paul Clemens as Michael MacCleary Ronny Cox as Eli MacCleary Bibi Besch as Caroline MacCleary Don Gordon as Judge Curwin R. G. Armstrong as Doc Schoonmaker Katherine Moffat as Amanda Platt L. Q. Jones as Sheriff Bill Poole Logan Ramsey as Edwin Curwin John Dennis Johnston as Horace Platt Ron Soble as Tom Laws Luke Askew as Dexter Ward Meshach Taylor as Deputy Herbert Boyce Holleman as Doc Odom Production The Beast Within was written by Tom Holland, in his first writing credit for a feature film, and directed by Philippe Mora. The film itself is very loosely based on the 1981 horror novel of the same name written by Edward Levy. Producer Harvey Bernhard had purchased the rights to Levy's then-unfinished novel based on the title alone. However, when pre-production for the film began, Levy had still not completed the novel due to marital difficulties. As a result, the film's writer Holland was forced to write most of the film's screenplay from scratch, with the final product differing significantly from the novel. Principal photography officially began on February 8, 1981; in and around Jackson, Mississippi. The entire first week of filming was shot at night outdoors. When filming Bibi Besch's rape scene, the actress was required to remain undressed in the cold weather for an extended period of time, and Besch was later rushed to the hospital as a result. Other scenes were shot in Raymond, with hospital scenes filmed at both Jackson Baptist Hospital and the Mississippi State Hospital for the Insane. Filming later concluded on April 10, 1981. Director Mora has stated that United Artists cut several scenes from the film which clarified some of the story's plot details. The film's soundtrack was composed by Les Baxter, who considered it to be one of his finest, in his final feature-length score. In an interview with Tom Weaver, Baxter stated that he later received a letter from the film's producer Bernhard, praising his score for the film. Release The Beast Within was released theatrically in the United States by United Artists on February 12, 1982.