“We hoped for the look of a Bergman film and the feel of Cocteau.”–variously attributed to screenwriter John Clifford or director Herk Harvey

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DIRECTED BY: Herk Harvey

FEATURING: Candace Hilligoss, Sidney Berger

PLOT:  Mary Henry, a church organist, is the lone survivor of an accident when the car she’s riding in plunges over the side of an old wooden bridge.  Looking to start over, she takes a job as an organist at a new church in a town where she knows no one.  She finds herself haunted by the sight of a pale grinning man who appears to her when she is alone, and fascinated by an old abandoned carnival pavilion visible from the window of her boarding house that she senses hold a mysterious significance.


  • Carnival of Souls was made in three weeks for less than $100,000 (figures on the budget vary, but some place it as low as $33,000).  The film was a flop on its initial release, but gained a cult following through late night television showings.  The film was restored and re-released in 1989 to overwhelmingly positive reviews.
  • Director Herk Harvey, screenwriter John Clifford and composer Gene Moore worked together at Centron Corporation, an industrial film company, creating short safety documentaries such as Shake Hands with Danger and high-school propaganda/hygiene films such as What About Juvenile Delinquency? None were ever involved with a feature film again.
  • Mesmerizing star Candace Hilligoss acted in only one other feature film, 1964’s The Curse of the Living Corpse, before retiring to raise a family.
  • The movie has been very influential on other films, particularly low-budget horror films.  Director George Romero has said that the ghostly figures in Carnival of Souls inspired the look and feel of the zombies in The Night of the Living Dead (1968).  Other writers see a Carnival of Souls influence on films such as Eraserhead (in regards to its ability to evoke the nightmarish quality of everyday objects), Repulsion (disintegration of the mind of a sexually repressed woman), and even Apocalypse Now (the shot of Martin Sheen rising from the water mimics a similar scene involving The Man–thanks to Matthew Dessem of “The Criterion Collection” for the catch).
  • Carnival of Souls was “remade” in 1998, although the plot (about a clown killer and rapist) shared nothing with the original except the name and the final twist.  Wes Craven produced.  The remake went direct to DVD and was savaged by critics and audiences alike.

INDELIBLE IMAGE: What else, but the titular carnival? Ghostly figures waltz to an eerie, deranged organ score on what appears to be an old merry-go-round at the abandoned amusement park. The tableau recurs twice in the film: once clearly in a dream, and once near the end as a scene that may also be a dream, but may be another state of being entirely.

WHAT MAKES IT WEIRDCarnival of Souls is set in the ordinary, everyday world, but as seen through the eyes of an alienated, frightened woman. The world the film depicts is familiar, but made maddeningly strange, and its the subtle, grubby touches rather than ghostly apparitions that allow this creepy low-budget wonder to seep deep under your skin.

Trailer for Carnival of Souls

COMMENTS: Carnival of Souls is a minor film miracle. There was little reason to suspect that this crew—composed of a director, cinematographer and composer who had previously worked only on industrial shorts and hygiene films, a first-time scripter, a featured actress with no previous movie experience, with mostly local amateurs cast in supporting roles, all working with a micro-budget in a genre that made its living off of special effects—could create even a watchable film. In fact, they created a horror classic that has lasted through the years, while hundreds of bigger-budget films have deteriorated into dust. Everything came together on the set of Carnival of Souls: fortuitous locations; a persistent, weird organ score by Gene Moore that alternates between angelic and demonic; an unforgettable performance by debuting Candace Hilligoss; evocative camera shots filled with moody shadows; technically flawed supporting performances that only add to the otherworldly atmosphere; minimalist makeup and effects that set the eerie mood, but are never so overdone as to become laughable. Utterly unique, Carnival of Souls seemingly springs from nowhere, and leads (in Terrence Rafferty’s words) into “its own distinctive nowhere.”

After having been nearly lost, surviving only through rare TV screenings and bootlegs passed among fans, Carnival 0f Souls finally got the critical attention it deserved when it was re-released in 1989. Reviews were almost universally positive, but often qualified their praise by mentioning the cheapness of the production and the amateurism of the acting, as if it’s low-budget genre origins were a muck it could never quite rise above. Joe Brown of the Washington Post published one of the most condescending reviews, defending it only as “another case for the preservation of the black-and-white movie — in black and white, even this odd little $30,000 sleeper looks like Art now and again.”

Many audiences responded with the same sort of “surprisingly good, considering the budget” attitude. I conclude the opposite: the amateurism is an essential part of Carnival of Souls unique charm, and had it been made with a huge special effects budget and performed by polished thespians with persnickety perfectionism, a far less compelling nightmare would have been birthed.

Part of an audience’s problem is that the opening scenes of the car crash that sends Mary Henry over the railing of a rickety bridge and into the Kansas river are the film’s weakest, least accomplished sequences. The daytime establishing shots show little of the visual flair Harvey will deploy later in the film. As the authorities dredge the river, their voices are badly dubbed in and terribly out of sync with their lip movements, and the voice acting is flat and uninspired. At this point, the cheapness of the production isn’t yet contributing to the atmosphere. It’s merely annoying, distractingly bad, giving an initial impression of incompetence that some viewers find impossible to shake. For the first five minutes, Carnival of Souls gives no indication of being anything other than another forgettable poverty row B-movie fit only to fill out the bottom half of a drive-in double bill, until the first iconic image suddenly appears: a dazed, muddy Hilligoss unexpectedly staggering out of the river, the lone survivor. From this point on, Carnival of Souls depresses the mood pedal and never looks back.

The most common obstacle viewers create to appreciating the greatness of the movie is an objection to the acting, which is sometimes described as being on a “community theater” level. But the key to effective emoting isn’t bringing a one-size-fits-all naturalism to each role, but instead finding a fit between the particular characterization and the feel of the film. Here, entirely by accident, the substandard acting makes Mary’s experience all the more terrifying, because it imbues her world with another layer of the strange and alien. Imagine being trapped in a nightmare where you not only suffer horrifying visions, but in your moments of “normalness” and respite everyone speaks to you in a slightly strained manner, as if they were reciting monologues they memorized fifteen minutes ago. The cast’s performances have the same subliminal effect as the odd, off-key notes in Moore’s organ score—they sound “wrong,” but they are still undeniably lyrical. The supporting characters’ struggle to express themselves realistically adds to the subtly off-key feeling of Carnival of Souls that everyone acknowledges is the key to the movie’s power. In fact, the most experienced actress in the film—Frances Feist, the landlady, who had acted on Broadway and starred in at least four of Harvey’s previous shorts—makes the least impression, and I’m not entirely convinced that’s a coincidence.

Take, for example, the final scene in the Church. While practicing on the pipe organ, Mary is suddenly possessed. Her fingers begin to slide over the keys like tentacles, her naked feet caress the organ pedals sensually, and her face takes on a trancelike, half-ecstatic and half-terrified expression, as the melody she plays morphs from a reverent chorale into a dissonant carnival tune. Visions from the haunted pavilion on the horizon dance before her eyes. Suddenly, the minister breaks the tension as he storms in and stops her from playing, crying “Profane! Sacrilege!” He then fires her as organist on the spot, effectively casting her out of the church. His reaction is unreal, absurd; an organist playing secular ditty is hardly a cause for dismissal, much less religious outrage. Art Ellison’s melodramatic reading of these lines, with his overly careful enunciation and tones rising to an indignant pitch, as if preaching to unrepentant sinners from the pulpit, only heighten the extreme oddness of the passage, reinforcing the notion that even Mary’s “normal” reality is eerily weird.

Sidney Berger’s performance as Mary’s leering neighbor John is another technically flawed portrait that is actually pitch perfect when placed in its proper weird context. Berger plays the part like he’s channeling a Bowery Boy as an alcoholic would-be ladies man. Against our will, we sympathize with poor John, who’s definitely not good enough for Mary and hasn’t the faintest idea how to woo a lady with her class (his offer to spike her morning coffee with brandy is a colossal dating blunder). At the same time, we recognize him as a threat, a peeping Tom and potential rapist. Berger’s is a sleazy performance that flits between the cliched and the idiosyncratic, and it’s plausible to posit that a better actor might not have nailed the oily feel of badly forced pseudo-suavity that John exudes when trying to make time with the regal Mary.

It’s a good thing that Berger’s performance is so memorable, because his character plays an often under-appreciated role in Mary’s internal drama. Mary is emotionally distant, frigid and antisocial. John’s shabby joie de vivre, his offers of sex and liquor, are an invitation to her to enter back into human society, into a world beyond herself and her terrifying internal preoccupations. John represents a life force, one that doesn’t quite resemble the good life, but which is nevertheless more tempting than the nightmarish half-life in which Mary is trapped. That’s why she is so ambivalent towards John; she teases him, never quite stomps out his lustful hopes, and in the end, too late, tries desperately to cling to him.

Besides gripes about the budget, another slight that audiences and critics sometimes levy at Carnival of Souls is to compare it to a feature-length “Twilight Zone” episode (sometimes even going so far as to suggest–sacrilege!–that it would have been a stronger film at 30 minutes). Not to diminish the achievements of that venerable TV series, but the comparison misleadingly suggests that Carnival of Souls is a movie that depends only on it’s twist ending. Most people will see the twist coming far ahead of time. The surprise adds a shock at the end if you haven’t guessed it, but even if you do, you don’t miss out on much. The beginning and the end of the movie are formally necessary but almost irrelevant; Carnival of Souls is about getting swallowed up in the suffocating atmosphere in between. It’s the antithesis of a movie like The Sixth Sense, which depends entirely on it’s never-saw-it-coming ending, and whose re-watchability evaporates once the viewer knows the ending. Carnival of Souls benefits from repeat viewings, and seems to grow deeper, and perhaps even becomes bottomless, the more times you watch it.

Joe Brown might have done well to watch Carnival a few more times. He dismissively writes that it “works well enough as chill-up-the-spine cinema, and one might even go further and argue that Mary’s anomie… suggests something more — an existential horror cheapie. But only if one were inclined to argue about such things.” We may do well not to argue about Carnival of Souls, because the movie presents us with such a fragile reality that nailing it down to a simple allegory (say, of clinical depression) would endanger its frail beauty. But to refuse to discuss Mary’s “anomie” or alienation is to abdicate the reviewer’s duty to cut to the core of the film; it’s to avoid the point while covering ones’ tracks with a thin varnish of snobbery. The movie resonates because it speaks to a deep part of our brains below the rational, the part that is responsible for fugue states and jamais vu, for that frightening feeling of slippage we all experience where our surroundings seem suddenly and inexplicably strange and alien for a tick of the clock, where you wake up beside a longtime lover and for the briefest moment wonder who is that stranger? Carnival of Souls is a catharsis for that feeling, a feeling films rarely address.

Most critics and viewers see Carnival of Souls as an interesting but flawed oddity and give it a very respectable three out of four or four out of five stars. They dock it a star for its technical failures, which they believe make it impossible to list it among the immortal films. Fans of the weird will recognize it as a seminal five star classic, only enhanced by the parts to which the mainstream critics object. If you have a set idea of “movieness” that involves a certain predictable look and feel, a gloss and realism, you’ll find Carnival of Souls doesn’t measure up to that standard. But I submit that that missing star in the critics’ reviews doesn’t represent the film’s technical flaws; it represents precisely that quality that makes the movie weird.


“…a creditable can of film considering it was put together for less than $100,000… It isn’t enough story to prevail, but there is a fair share of suspense and some moments of good comedy.”–Variety (contemporaneous)

“Has the power to detatch you from your surroundings and put you in the middle of its own distinctive nowhere.”–Terrence Rafferty, The New Yorker

“…Harvey makes the familiar foreign and the mundane threatening, and in the sequences set at the already-bizarre Saltair—a gaudy fake castle on a desert lake—he achieves the first, and probably only, example of Great Plains Expressionism… a fine example of low-budget artistry, a creepy horror film, a bizarre and dreamlike death fable, and a true original, Carnival Of Souls thoroughly deserves its unexpected immortality.”–Keith Phipps, The A.V. Club (DVD)

IMDB LINK: Carnival of Souls (1962)


Internet Archive:  Details: Carnival of Souls: Watch or download a public domain copy of Carnival of Souls

Carnival of Souls (1962) – The Criterion Collection:  Contains a short essay on Carnival of Souls and remarks from screenwriter John Clifford, as well as full details on the contents of the Criterion Collection DVD.

Interview with Candace Hilligoss at THE ASTOUNDING B MONSTER:  A bitter Candace describes how her hopes to remake Carnival of Souls were sabotaged by Hollywood backstabbing

Great Saltair :: History: A history of the Saltair resort, the evocative locale where the creepiest scenes of Carnival of Souls were shot

Trailers from Hell: Mary Lambert on ‘Carnival of Souls’: Director Mary Lambert on the Carnival of Souls trailer

DVD INFO:  Because Carnival of Souls is in the public domain, there are several competing releases.

As usual, the Criterion Collection (buy) does the most thorough job. Their two-disc release contains both the theatrical cut and the director’s cut with four to five minutes of additional footage, along with several documentaries and commentary by director Herk Harvey and screenwriter John Clifford.

Legend Films has put out a colorized version (fortunately, you can choose to view it in the original black and white as well) (buy) that also includes a mocking commentary track by comedian Mike Nelson of “Mystery Science Theater 3000.”

The film is also available as part of the Mill Creek 50-pack “Horror Classics,” (buy) with no extras, of course.  Other notable titles in that collection are Metropolis, Nosferatu, White Zombie, and Night of the Living Dead.

13 thoughts on “16. CARNIVAL OF SOULS (1962)”

  1. The soundtrack is worth listening to on it’s own, has freakded me out for years.

  2. Is it just me, or is this film one of several semi-precursors to “The Wicker Man”? Mary is presumably a Christian – after all, she does get a job as a church organist – and judging by her behavior, a “professional virgin”. And yet, she’s clearly a bit conflicted right from the start. What, for instance, is she doing in that car with those extremely irresponsible youngsters who get themselves killed driving dangerously for kicks?

    More to the point, she voluntarily takes herself off to an isolated place where the entire community gradually turn against her in increasingly bizarre ways, inevitably steering her towards the place where she will meet her inescapable fate. And yet, is that fate truly inescapable? Many people have claimed that, prior to the deliberately ironic and rather silly “Cherry Falls”, “The Wicker Man” was the only horror film in which failure to participate in sexual activity got anyone killed. But what about this one?

    I submit that Mary’s encounter with John isn’t that different from Sgt. Howie’s temptation by Willow MacGregor. Obviously, speaking as a heterosexual male, I find Britt Ekland considerably more attractive than Sidney Berger (and if his performance as John represents the real man, I think that would still apply if I was gay). But ultimately, they’re both equally sleazy – Willow gets away with it because a) she’s prettier, and b) she lives in a community where nymphomania is the norm. But really, she doesn’t know the meaning of subtlety any more than John does, and if she was only marginally less attractive, that scene would cross the line into comedy of embarrassment, just like John does, or rather, he would if the whole situation wasn’t so edgy that there’s nothing to laugh at.

    But my main point is that, in both films, a protagonist who finds him/herself alone in a very weird situation – against which Christianity is explicitly revealed to be impotent – is offered at least the possibility of getting out of it by embracing what they’re most scared of yet tempted by – the opposite sex – but resist the temptation, thereby allowing Fate to inexorably home in on them. There’s also a distinct parallel regarding the treatment of secular and profane music.

    Well, that’s just my theory – does anybody know if Robin Hardy ever mentioned this film in this or any other context? “The Wicker Man” and all the minutiae surrounding it has such a fanatical following that presumably, if this information exists, some of you know it. Enlighten us, please!

    Oh, by the way – that “indelible image” is completely wrong. Spooky carnival imagery? I don’t think so, compared to the very early scene where Mary is driving along a dark, deserted highway, and she glances to one side and suddenly sees a deeply disturbing-looking person gazing at her through the window from a distance of about a foot, even though this would involve him hovering in mid-air while flying sideways parallel with a car going at about 60 MPH. Now THAT is true nightmare material!

  3. I can somewhat see the parallels you are making between the two films, whether it was Hardy’s intention or not. Especially in regards to the two leads repressed sexuality. Mary seems the weaker of the two and you can sense she wants to break free and sin to the hilt, whereas Sgt. Howie’s staunch religious stance keeps him in check. Mary sees being a church organist as merely a job, not because her belief in Christianity compels her to do it. If anything, Mary is consumed with doubt and questions. Sgt. Howie is just too stubborn and blinded by his faith. And for the love his God he is a truly a blind fool! Britt Ekland is one gorgeous heathen. Due to the fact that Mary and John were also neighbors, maybe all John needed to do was a nude, paganistic Willow dance in his apartment to get Mary to finally succumb to his nebbish adavances. In any case, they both resisted temptations of the flesh and it led to dire consequences, so yeah interesting similarities between the two films. I also agree that the first appearances of the ghostly face in the car windows are the indelible images of the film.

  4. An excellent review of a truly unique film. Carnival of Souls taps into the dark universal weirdness of alienation, of being apart from the whole and alone in the crowd. The use of the abandoned Saltair ties in brilliantly with Mary in this capacity. One can almost see the ghosts in the building, hear the laughter of the people who enjoyed the place a hundred years ago. It conveys a mood and a feeling that cannot be duplicated by any Hollywood set, a lonesomeness and haunted allure that many people feel when they drive past an abandoned building and wonder what happened there. The fact that Mary is so drawn to the building and seems as alone and disconnected from the world as the abandoned carnival rides is captured perfectly. It gives the film a weird kind of staying power, a haunting allure that lives on whenever we feel ignored by the world, unheard or unnoticed, desiring to escape to places lonely and forgotten.

  5. I’m very happy that people know and love this film. This “minor classic” scared me as much, or more, than any scary movie I’ve ever seen. Perhaps it was the circumstances … I was eleven-and-a-half years old, and I watched this movie on TV with my family, in 1963. I was no stranger to horror movies, but my family and I were living a real-life horror, and the movie resonated like a 9.9. You see, the night before, our house had caught fire, and nearly everything we owned was burned down and burned up. To enhance the horror, we were living at an old mill, truly in the middle of nowhere, and after about 45 minutes, when all had disappeared in smoke, we huddled in a tiny travel trailer, and waited until morning. The next day my dad moved us to a nearby ghost town, all of us crammed into a decrepit, minuscule miner’s shack. That night we watched Carnival of Souls. I didn’t think of it as a zombie movie. (I’m not sure I knew what a zombie was in those days before Night of the Living Dead.) To me, Mary’s simply did not know she was dead, and neither did anyone else, except The Ghostly Man who seems to be pursuing her. The prosaic beginning of the movie only served to set me up for the coming horror, the way daylight inures one to the terrors of darkness. The so-called cheapness of the production made the movie, for me, much more like real life. The isolation depicted in Mary’s situation and in the scenery during her trip, and her visit to “The Carnival”, echoed the empty, gray, dusty surroundings of the ghost town in which we were residing. (Remember that “carnival” means “farewell to the flesh”.) There is no need to argue about “memorable scenes”; this movie is full of them: the face in the car window at night, the nightmarish dance at the old pavilion, the Ghostly Man coming up the stairs in the boarding house, Mary’s possession while playing the organ at her new job …. The film-makers captured scenes haunted by shadows worthy of a Fritz Lang. The scene in the department store, where Mary is suddenly cut off from the world, is probably the most terrifying depiction of human isolation I have ever witnessed. She is truly alone, as we know we all are if we allow ourselves to realize it, and neither religion nor sex, family nor friendship will save her, because she is already lost beyond reclaiming. Don’t judge this movie by its production values. In my opinion they only enhance it. Judge it, and love it, by its impact on your soul!

  6. I love this movie so much I fell in love with it like 20 minutes in and I’m usually not afraid of horror movies but this scared me shitless lmao ! The atmosphere is what makes it so great it’s haunting, disturbing, and eerie you feel like you’re in the nightmare with her. And the creepy ghost dude who keeps stalking her is terrifying it’s as if he’s trying to take her back to hell and in the end she loses and has to go with him. Anyways this is a great review it made me want to watch this film but I’m gonna wait awhile because I don’t wanna ruin it for myself by obsessing over it. And the dude who is arguing over the “indelible image” in Carnival Souls is a douche literally any image in this movie can be significant to anyone it’s debatable for me my favourite shots are the long shots of Saltair again it’s the atmospheric elements that resonate with me but opinion opinion lmao.

  7. The other-ness of this film is so comforting to me that I frequently start the film at bedtime and at some point drift off into a dreamless sleep. The music alone is enough to put a satisfied smile on my face.

    Also, I’m surprised more people don’t mention how far ahead of its time is the character of Mary. This is a strong female lead, heading out on her own to take her first job on her own and live on her own, not beholding to anyone. The corollary, of course, is whether her state of being is a comment on that apparent strength, i.e. whether the filmmakers could subversively be saying that a woman isn’t alive if she lives like that. Truly there are layers that demand repeated viewings, awake or otherwise.

  8. This movie is not one of my favorites, but there is no denying that it creates a truly dreamlike feel. It is unique, and very convincing. One complaint I have about the review has to do with the acting of Sydney Berger. I feel he nails the sleaziness and desperation of a loser trying to get with a woman who is out of his league, but due to circumstances attainable. His cadence delivering the line, “I’m just a guy who works in a warehouse,” borders on the lyrical, and he is the one character in the film that really rings true.

  9. Classic indie horror film, but does it belong here??? I say NO.
    This is an expanded retelling of Serling’s classic “The After Hours” (1960) from the TZ. Only the setting has changed.

    “The Committee” and “Pufnicio Santo” would be much better fittings.

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