4.5 out of 5 stars

When method actress Candace Hilligoss arrived at Kansas City Airport to star in director Herk Harvey’s Carnival of Souls (1962), back in September 1961, little did she know it would become such an influential independent horror film. Hilligoss auditioned for the lead role of troubled organist Mary Henry back in New York for the director’s friend, Sidney Berger, Head of Drama at the University of Kansas. Berger would eventually work with her on the film, playing oily John Linden, the rooming-house lothario who makes unwelcome advances to her as she struggles to navigate the real world and the afterlife.

The actress’s agent advised her to take a more commercial option as Harvey’s low budget film, he informed her, was “being filmed in Lawrence, Kansas, backed by some local businessmen. No stars! No nothing! Ever been to Lawrence?” Some instinct made her choose Carnival of Souls. Her agent was aghast and told her “the only thing that happens in this plotless B-script is the girl ends up dancing with dead people — ghouls in a pavilion somewhere.” Ironically, it was the “pavilion somewhere” that inspired Herk Harvey to make the film.

A theatre graduate from the University of Kansas, Harvey was a highly regarded, award winning director for film production company Centron Corporation — which specialised in corporate, industrial, and educational films. Returning from a California location shoot for Centron, Harvey was driving through Salt Lake and an abandoned amusement park, Saltair, caught his attention.

Saltair began life as a lakeside resort in 1893, jointly owned by the Church of the Latter Day Saints and the Salt Lake & Los Angeles railway company, and designed to provide a Church supervised wholesome family atmosphere. Described as the “Coney Island of the West” it became a very popular destination where families were kept entertained by roller coasters, carousels, a ferris wheel, games, races, vaudeville, rodeos, bullfights, boat rides, fireworks, and hot-air balloons.

After the Church sold it in 1906, various disasters befell the resort. A fire in 1925 saw the pavilion rebuilt, the resort extended but its renowned dance palace put the attractions of the amusement park in the shade. Another fire caused huge damage in 1931 and, when the lake receded in 1933, the resort was left half a mile away from the water. Reopened after World War II, competition from other forms of entertainment eventually forced Saltair to close in 1958. It fell into dereliction.

Harvey told Tom Weaver, “with the sun setting and the lake in the background this was the weirdest looking place I’d ever seen!” He took some photographs and the images of the dilapidated pavilion and ballroom sparked off a conversation with Centron co-worker and writer John Clifford. Harvey wanted to move into feature film making and asked Clifford to consider writing a horror story, using the otherworldly Saltair location, “about some creatures coming out of the lake there and dancing in this pavilion.” Clifford was asked to incorporate a chase, with the creatures “coming out of the water to pursue a young man.”

Three weeks later Clifford produced the script, and during that process the film’s central character became a woman, Mary Henry, because he thought “a girl would be more vulnerable” if used as an audience identification figure. Another inspiration came from the Reutger Organ Company when Clifford was mindful that the story would require minimal demands for visual effects:

They had this big room where they tested their organs and it was very impressive, because the pipes were all there, exposed. I thought, ‘Well, that would make a nice location’, and then that gave me the idea of making the heroine an organist.

The story began with an image of Mary scrambling out of the river, but Clifford had no particular idea how the story would progress or resolve itself. “Then, I don’t know, maybe about a third or halfway through, it just occurred to me that it ‘goes around’”, he noted of the script’s development and circular narrative. The film describes how the insular, lonely Mary and two other women plunge to their certain death when their car crashes off a bridge after competing in a drag race. All the women are presumed dead but hours after the accident, Mary scrambles ashore.

Recovering from the ordeal, she continues on her way to Utah because she has accepted a job at a local church as the new organist. On her car journey she’s beset by visions and apparitions, including a deathly, white-faced ghoul known as ‘the Man’ (played by director Herk Harvey). In Salt Lake City, she takes a room in a boarding house and another lodger John Linden (Sidney Berger) makes inappropriate advances towards her.

At work, while the ‘the Man’ continues to haunt her and strange forces possess her, the church Minister (Art Ellison) disapproves of her “sacrilegious” organ playing and asks her to leave. ‘The Man’ draws her to a derelict carnival on the lakeside of the town. Gradually becoming more withdrawn, she seems to drift between reality and fantasy and people around her can often neither see nor hear her. A visit to a psychiatrist Dr. Samuels (Stan Levitt) does nothing to dispel her condition.

Her fate is determined by ‘the Man’ who entices her to a deserted pavilion at the carnival to witness and participate in a strange ‘dance of the dead’ with other ghoulish figures in a disused ballroom. After the dancers chase her onto the sands and seem to suffocate her, the film cuts back to the bridge as the car in which she was travelling is dragged out of the river and reveals the bodies of three dead women, including Mary Henry.

Apparently, Herk Harvey was rather underwhelmed when Hilligoss stepped off that plane in Kansas. She wasn’t quite what he expected. After a 12-hour flight, with no air conditioning, no make-up, and a lost comb she recalled: “I appeared dowdy, disheveled and hippy, too, plain-looking. It was important to him the girl be pretty.” He considered sending her home. However, after resting for a night in her hotel, she was welcomed by Harvey and his crew.

The $33,000 budget was generated by local business men investing in bundles of the production’s stock. Although this was considered low even for an independent film, Harvey was able to supplement it with the creative resources available to him from Centron. Centron provided the crew of editor Dan Palmquist (he also plays a gas station attendant), cinematographer Maurice Prather, production manager Larry Sneegas and assistant director Reza Badiyi.

On the subject of casting, Harvey still hadn’t decided who would play ‘the Man’ haunting Mary throughout the film. As the shooting dates approached, to save time and money he cast himself as the spectre. After experimenting with egg white and salt to create the white face of the creature, he eventually used a combination of white greasepaint for the face, black for the hollowed eyes, and wet salt applied to his hair to create the finished look.

Shooting began on 18 September 1961 in Eudora, Kansas for the opening drag race across the Kaw Bridge. Harvey arranged for the car carrying Mary and the other girls to crash through the wooden barriers of the bridge and into the river. He was given permission to do this as long as he paid for the damages to the bridge and he eventually received a repair bill for $16.50. More importantly, Hilligoss only found out after the scene was completed that if she and her fellow drivers hadn’t hit their marks properly on the bridge a gas line beneath it might have exploded.

For Hilligoss this was merely the beginning of an arduous three-week shoot. Mary’s muddy resurrection required her to submerge herself in the river, come to the surface and then drag herself across the mud to the safety of a nearby sand bar for which she did “retake after retake for eight hours.” For the final scene where the car is dredged from the river and Mary is discovered inside, she was supposed to wade out into the freezing water and sit inside the car. Harvey himself had to forcibly pick up his reluctant star, drop her into the water and then sit her in the car to complete the scene. “I eventually had to get in the back seat and hold her down,” Harvey recalled. This was under the watchful gaze of a highway patrolman who was concerned foul play was being committed. Later, Harvey apologised to Hilligoss for putting her through such trauma.

Filming continued at the Reuter Organ Factory in Lawrence and then moved to several Salt Lake City streets, shooting on the hoof in Washington Square by the Salt Lake Community College, in what is now a Macy’s department store (where Harvey paid a dress department saleswoman $25 to allow them to film in a dressing room), at the Union Pacific train station and a bus station. One interior set was constructed at Centron’s studios to accommodate the scene where Mary visits the psychiatrist’s office. The studios also hosted some of the car interior scenes completed with back projection.

On 1 October cast and crew travelled to the Saltair resort and its deserted, derelict pavilion for the scenes where Mary encounters the undead dancers in the ballroom. Harvey rented the location for one week from the Salt Lake City Chamber of Commerce for $50. The undead dancers were played by students found through the Mormon School of Modern Dance. To light the pavilion ballroom for the climactic ‘dance of the dead’ sequence, Harvey discovered that Centron’s lighting equipment, borrowed for the shoot, wasn’t powerful enough.

Through the Salt Lake City Electric Company he tracked down one of the electricians who had installed the original power lines to Saltair some 30 years ago. He was able to connect Centron’s lines to the old junction boxes and turn the original ballroom lights on. As Hilligoss recalled: “it was so grand, so very beautiful and, simultaneously, so spooky, that at first we paid no attention to distant sirens blaring.” Several police patrol cars arrived in response to the many calls from startled Salt Lake residents who thought the pavilion was on fire again.

With filming completed by 19 October, post-production lasted until January 1962. This included editing, overdubbing, post-synching and looping sound effects and dialogue and the addition of the score by Gene Moore. Moore ran Calvin Company sound studio in Kansas City and Harvey brought a 16mm print to him to look at. Following on from the idea that Mary was an organist, Harvey and Moore thought it was appropriate to score the film with an organ. They then went to an organ sales company where, for about six hours, Moore played and recorded prepared sections of score together with ad-libbed pieces.

Carnival of Souls premiered at the Granada Theatre in Lawrence to a very muted audience reaction. Writer John Clifford reckoned:

I don’t think they ‘got’ it. I mean, we’re talking about 1962, and as I told Herk, if we had made a recognisable, class-C, Hollywood-type movie — a straight plot, one where they recognised everything — I think they would have appreciated it a lot more.

Undaunted and keen to recoup their investors money, Harvey contacted a new distribution company Herts-Lion and, signing a seven-year rights agreement, negotiated its release as a drive-in horror film.

It was trimmed by 9 minutes and released on a drive-in double bill with The Devil’s Messenger. Herts-Lion tried to persuade Harvey to add in a few nude scenes and marketed the film with a misleading and lurid ad campaign. It played in the Southeast and made money but Harvey saw none of it and by 1964 Herts-Lion had ceased trading. They owed money to the processing lab that created the distribution prints of Carnival of Souls and the rights to the film were held as security until Herts-Lion paid the bill. Harvey lost the rights to the film and it passed through the hands of another company until it was sold to National Telefilm Associates who then re-sold it to 187 television stations.

Those US TV screenings and foreign distribution through Walter Manley, where it cropped up at film festivals across Europe, kept Carnival of Souls alive. Bootleg copies also circulated on video in the late 1980s, Harvey was able to buy back the rights and then supported the restoration by Panorama Entertainment which contained several minutes of extra footage. It received a proper theatrical release in 1989, screened at several festivals throughout the US and, in November of that year, the cast and crew reunited for a celebratory screening at Liberty Hall in Lawrence, Kansas.

Carnival of Souls was ahead of its time in some respects, influencing the emergence of the independent horror film that would eventually break into the mainstream with George Romero’s Night of the Living Dead in 1968. However it was also, in turn, influenced by a number of other films and stories. Ambrose Bierce’s An Occurrence at Owl Creek Bridge, written in 1890, taps into a similar exploration of the afterlife.

When a Confederate soldier is about to be hanged and the rope around his neck breaks, he plunges off a bridge into a river and escapes the gallows. Coming ashore, he makes his way home to greet his wife and children and suddenly feels his neck snap. He is returned to the bridge and his death on the gallows. A short film version of the story, made in France in 1962, was eventually shown as an episode of the celebrated anthology series The Twilight Zone in 1964.

The Twilight Zone itself also riffed on Bierce’s story with an episode called “The Hitchhiker”, written by Lucille Fletcher. Shown in 1960, the episode told the story of Nan Adams who, after surviving unscathed from a car accident, continues on her drive across country and repeatedly meets a beckoning hitchhiker. The hitchhiker appears wherever she drives and, fearing for her own sanity, she calls her mother. She is told her mother has had a breakdown following the death of her daughter in a car accident. Returning to her car, she looks in the mirror and sees the hitchhiker reflected back.

Harvey successfully remounts these moments in the car’s plunge from the bridge and the subsequent reveal that Mary has been dead all along when it is dragged out of the river at the climax of the film. Mary’s own drive to Utah, itself mirroring both Nan Adams’ and Janet Leigh’s own journey to the Bates Motel in Psycho (1960), takes a distinctly uncanny turn when she sees ‘the Man’ staring at her through the car window, forcing her off the road.

The latter certainly underpins Carnival of Souls as a beautifully eerie vision of death temporarily postponed. Shot in an expressionistic black and white palette by Maurice Prather, it evokes the films of Jean Cocteau or Georges Franju and turns the ordinary world into a place of alienation and hysteria. Prather uses light, reflection and shadow to gradually plunge the audience and Mary Henry onto another plane of existence.

Trapped in a world between life and death, Mary’s briefly given the opportunity to see the world and its conventional ideology from an outsider status. Exploring representation and subjectivity, the film shows Mary can only be alive when other people can see and hear her and Hilligoss offers a performance in tune with this, oscillating between dead-eyed automaton and stressed out victim as she flips between reality and her death-dream state. As David Cairns extols in the special features on the disc, the off-kilter view of the world is, perhaps inadvertently, aided by the slightly uneven, amateurish quality of the film and its documentary distancing effects and the stilted performances of other cast members in contrast to those of Hilligoss and Berger.

It’s also an evocative expression of female subjectivity. Mary can seem distant and aloof in the film and James Riley comments on this, particularly when examining the relationship between the lecherous John Linden and Mary as one where his patriarchy defines her female agency: “She is described by what she is not. Linden points out that Mary ‘doesn’t like to dance, doesn’t like to drink’ and later suggests she ‘doesn’t even like men’.

This attempt to define Mary covertly functions to foreground the individual speaker’s perceptions of femininity.” As well as ‘the Man’, the ghostly, white-faced spectre that haunts her, Mary is confronted by several other male figures in the film as she spirals into insanity, and each tries to define her through certain of her behavioural traits — anxiety, guilt and hysteria. As suggested by Julie Brown, the spectral man haunting her throughout the film seems to embody those fears and how she is viewed by all men in the story. Symbolically ‘the Man’ is eventually revealed to Mary when she engages with other men. He becomes the slimy Linden and takes the over the role of psychiatrist Dr. Samuels as her anxiety escalates.

Key to describing Mary’s state of mind is the organ score by Gene Moore. It seems to be an expression of her fears and, as Bruce Kawin notes, it is an audio representation of her “mind and the world in which she finds herself: the world as a gap in the way things are.” It subverts the clichés of the cheesy horror score and is genuinely unnerving in the way it accompanies Mary’s limbo existence, reaching its existential climax with the sequences in the deserted ballroom when ‘the Man’ and his other undead dancers pull Mary into their waltz of death.

The crisp, black-and-white aesthetic of Carnival of Souls is beautifully restored for this Criterion Blu-ray, and the triumph of its amateur and documentarian qualities, the use of the superb Saltair locations, and the organ score, provide a strong stew for this odd independent film. It may have been Harvey’s only feature film but he left us with something memorable, a little gem that provides a surreal, uncanny glimpse into another space between life and death that says much about our own brief span and our day-to-day existence.

I am indebted to the following sources:

  • ‘Herk Harvey’s Carnival of Souls: a CFQ retrospective’, Jeffrey Frentzen, in Cinefantastique (Vol 13 №6 / Vol 14 №1, September 1983).
  • Interview with Herk Harvey in Return of the B Science Fiction and Horror Heroes: The Mutant Melding of Two Volumes of Classic Interviews, Tom Weaver (McFarland, 2000).
  • Interview with John Clifford in It Came from Horrorwood: Interviews with Moviemakers in the SF and Horror Tradition, Tom Weaver (McFarland, 2004).
  • The Odyssey and The Idiocy; Marriage to an Actor, A Memoir, Candace Hilligoss (First Edition Design Publishing, 2016).
  • ‘Have You No Respect? Do You Feel No Reverence? Narrative and Critical Subversion in Carnival of Souls’, James Riley, in Crash Cinema: Representation in Film, eds. Mark Goodall, Jill Good, Will Godfrey (Cambridge Scholars Publishing, 2009).
  • ‘Carnival of Souls and the Organs of Horror’, Julie Brown, in Music in the Horror Film: Listening to Fear, ed. Neil Lerner (Routledge, 2009).
  • ‘Carnival of Souls’ Selected Film Essays and Interviews, Bruce F. Kawin (Anthem Press, 2013)

Special Edition Features:

  • New, restored 4K digital transfer, with uncompressed monaural soundtrack.
  • Selected-scene audio commentary featuring director Herk Harvey and screenwriter John Clifford. Dating from 1989, Harvey and Clifford only discuss certain scenes (these are indicated in the disc’s scene selection menu) and both provide interesting details about the making of the film.
  • Final Destination: New interview with comedian and writer Dana Gould. Gould provides a slightly over-enthusiastic fan appraisal of the film, indicating why it has endured despite its brush with near obscurity. He discusses the history of the Saltair location and the film’s legacy, picking up on how it eventually went on to influence David Lynch’s Eraserhead and George A Romero’s Night of the Living Dead.
  • Regards from Nowhere: New video essay by film critic David Cairns. This is a clever, witty and erudite exploration of the film’s off-kilter world through its low budget aesthetics and origin within the Centron documentary oeuvre. The mash up between low budget horror and the documentary ethos clearly helped to create the eerie, non-naturalistic borderland between life and death in the film. Cairns intercuts these ideas with clips from the film, the Centron back catalogue and perceptive comments from Anne Bilson, Stephen Bisette and Fiona Watson.
  • The Movie That Wouldn’t Die!, a documentary on the 1989 reunion of the film’s cast and crew. Entertaining local television coverage of the film’s revival with interviews and Q&As featuring the major participants covering the making of the film and its eventual resurgence after late-night television screenings.
  • The Carnival Tour, a 2000 update on the film’s locations. The same television crew look at the film’s locations in Lawrence and the seemingly cursed Saltair resort.
  • The Centrion Corporation. A huge selection of archive clips from the Centron Corporation, the industrial film company based in Lawrence, Kansas, that once employed Harvey and Clifford. This selection includes a commercial for the company, public information films and industrial promotional work. It does offer a counterpoint to Carnival of Soul’s origins that Cairns picked up in his video essay.
  • Deleted scenes. These offer brief extensions to existing scenes in the film and were originally part of Harvey’s full cut. Criterion decided not to include these in the restoration of the print for this release because the source was one-inch analog tape rather than original negative. Having released the full version previously, it’s a shame Criterion didn’t consider including the choice of a branched version to incorporate these deleted scenes.
  • Outtakes. Roughly half-an-hour of alternate shots accompanied by Gene Moore’s organ score. There isn’t any dialogue or other sound so these are of passing interest only.
  • Saltair: Return to the Salt Queen. A local Utah television documentary from 1966, this provides a history of the Saltair Resort in Salt Lake City, where key scenes in the film were shot. It’s quite rough in quality and covers the history in an unembellished manner but nonetheless is an entertaining addition.
  • Trailer.
  • PLUS: An essay by writer and programmer Kier-La Janisse.

Cast & Crew

director: Herk Harvey.
writers: Herk Harvey & John Clifford.
starring: Candace Hilligoss, Frances Feist, Sidney Berger & Art Ellison.