Apr 7 2011 11:59 PM ET

'Carnival of Souls': The movie that inspired 'Insidious' is the spookiest, weirdest, and maybe greatest horror film you've never seen

Herk-Harvey-CARNIVAL-OF-SOULS

Image Credit: Everett Collection

The characters in Insidious, the terrific and blessedly scary new horror film, are menaced by ghosts, but a better way to put it would be that they’re frightened by faces. Faces that stare and smile and hover, and eventually turn out to be part of the spirit world that Patrick Wilson, as the besieged father, must enter — when he’s roaming around in it, it’s like a fun house designed by David Lynch. Insidious has been directed, by James Wan (Saw), in a highly effective spooky manner, but there’s no denying — it’s almost part of the movie’s fun — that it echoes several notable horror films of the past, like Poltergeist and The Exorcist. The film that arguably influenced it the most, though, is one that a lot of people haven’t seen or probably even heard of. It’s called Carnival of Souls, and it’s a creepy little black-and-white cult movie, made in 1962 for $33,000, that in its low-budget way is a symphony of scary faces. The film was revived once in commercial theaters, back in 1989 (if you ever saw it, speak up — I’d love to know your thoughts!), and I hope that Insidious prompts a whole new round of interest in it. Because Carnival of Souls is a movie that anyone who loves horror movies simply has to see.

It was made by a small team of industrial filmmakers from Lawrence, Kansas, led by director Herk Harvey, and it originally played in obscurity on the B-movie exploitation circuit. But then it was discovered, over the years, on television, and to me there’s a special reason for that: Carnival of Souls may be the ultimate horror film to watch late at night on TV. More than just scary, it’s arrestingly odd, with a bats-in-the-belfry 3-a.m. loneliness that you plug into like a private dream. The film’s stilted expressionistic no-budget atmosphere is one of a kind — it’s equal parts Ingmar Bergman and Ed Wood. Do you see that sinister demon-dude in the photograph above? He’s the ghost/stalker — the face of terror — who keeps popping up to frighten Mary (Candace Hilligoss), the heroine who emerges, after a drag race, from a car that has driven off a bridge and plunged into the river below. She survives, but it’s her fate to be pestered by this guy (who happens to be played by the film’s director; obviously, he knew a good face when he saw one).

Candace-Hilligoss

Candace Hilligoss (right), who plays Mary, was a Strasberg-trained actress, and her mixture of slightly hysterical intensity and dinner-theater amateurishness keeps you solidly off-kilter: We’re not sure if we’re watching good acting, bad acting, or no acting at all. Mary, with her starchy ’50s primness set off by a touch of angular-featured sensuality, just is. She’s lonely and haunted, a woman on the verge of a nervous breakdown, or maybe just on the other side of one. In her festering anxiety and tormented guilty wandering, she’s an obvious descendant of Janet Leigh in Psycho (made two years before), but she also looks forward to Judith O’Dea in Night of the Living Dead. By the time the monsters in Carnival of Souls start to gather in their ghostly hordes, the whole picture, in its quieter way, has anticipated the midnight zombie madness of George A. Romero’s shocker-to-come.

Mary moves into a rooming house, where she must fend off the advances of a local shnook (played by a walking rictus grin named Sidney Berger, whose unintentionally hilarious acting suggests Fisher Stevens as a delinquent from The Blackboard Jungle). She also goes about her work, and I believe it can be stated with serene certainty that she is the only heroine in the history of horror films to hold the job of professional church organist. Why is Mary a church organist? The main reason, as far as I can tell, is that the movie needed some excuse to feature a soundtrack of diabolical organ music. Sometimes Mary is actually playing it, and sometimes it’s the Music Of Her Mind (thanks to the crude post-synching, there isn’t much of a difference), but either way, Carnival of Souls has what may be the quaveriest, most cornball-discordant monster-chiller-horror-theater organ soundtrack ever recorded — it’s the sonic equivalent of a velvet Crucifix hanging upside down.

The music sounds like it should be accompanying some silent Dracula movie from 1925, yet the weirdly resonant thing is that all that pipe-organ psychosis is ladled over black-and-white images of gas stations, bowling alleys, diners, rooming houses, and bus depots — the quiet desolation of ’50s and early-’60s America, turned here into a Psycho-gone-Diane Arbus nightmare. It’s that found-object quality that isn’t remotely available in any of our blunt-wittedly gory, noisy, CGI-cluttered contemporary horror films. They don’t create the proper emptiness, the space for fear, that Carnival of Souls does.

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Image Credit: Poster Images

There’s hardly a shot in any of the Twilight films that truly evokes…you know, twilight. But in Carnival of Souls, when Mary drives down the highway at dusk and spies the Saltair pavilion, a grandly decrepit old carcass of a carnival ground just outside Salt Lake City, it’s photographed in the purest twilight — that moment when the day isn’t just dying, but when God seems to be abandoning the world. Herk Harvey was inspired to make Carnival of Souls after he stumbled upon that majestic old tawdry wreck of a pavilion, and his images of it have a crude poetry. As a filmmaker, he admired both Bergman and Jean Cocteau, but he also wanted to goose you. And he does. Carnival of Souls is one of the only movies made under the influential spell of Psycho that catches some of that film’s dead-end dread, but it also looks startlingly forward — to The Sixth Sense, and, in its sheer weirdness (the combination of deadpan overacting, drably authentic locations, and no-budget effects that are spookier and more organic than expensive ones), to the homespun all-American freak-o-rama quirkiness of David Lynch. The spectacularly haunting dance-of-death climax is like something out of the greatest horror film that Federico Fellini never made. Fifty years later, Carnival of Souls still has the power to tantalize and disturb, which is why the makers of Insidious borrowed from it to create the most inspired fright flick in quite some time. To see what I mean, just get hold of a DVD copy of Carnival of Souls and put it on. At midnight. With the lights off. And see if those ghosts, those faces, don’t get in your face.

So who out there has seen Carnival of Souls? When did you see it, and under what circumstances? And how much did it scare you?

Follow Owen on Twitter: @OwenGleiberman

Comments (77 total) Add your comment
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  • NCIS-Spidey

    Definately one of the most creepy, disturbing films ever made. Only the first ORIGINAL version of “The Haunting” got under my skin more!

    • Katiecat

      The Haunting (1960) is almost too frightening for me. I find that what the mind creates what the movie only suggests, it is the most terrifying experience ever. Carnival of Souls is a very bizarre movie – it freaked me out.

      • mishpokhe mike

        CoS is about as scary as a typical Mystery Science Theater 3000 movie – and about the same level of production values lol

      • Steve

        MST3000!!! Bring it back!!!

      • Ben

        I love it when Turner Classic Movies shows The Haunting (1960) Every Halloween. The Robert Wise directed film is my favorite scary movie. The movie is first-rate all the way. Carnival of Souls is also very good, execpt the twist ending of the movie has been used way too many times in movies and TV shows since then. What was original in 1962 has become a cliche in 2011.

      • Ian

        HAHAH agreed this is a campy classic in ed woodian production values..not a chilling classic.

    • MovieBuff

      Love this movie. I could watch it for free, and so could you, completely legally through iTunes. Just search ACM in iTunes and there is a podcast with loads of classic movies.

      • UGH

        Full movies?

      • FANofFILM

        Its also available on Netflix instant.

    • DRG

      “Carnival of Souls,” “Freaks,” and the original, silent version “Nosferatu,” are probably the three creepiest movies ever made.

      • DRG

        Oh yeah, I forget to add the original, B&W version of “Night of the Living Dead.”

        Make that the four creepiest movies ever made.

    • Marcel

      Brian, I think you mean ‘definitely’, don’t you?

  • Donald

    If you think watching Carnival of Souls at midnight is scary, try watching it as I did at 3:30 in the afternoon. Came home from elementary school,turned on the TV, and there it was on the afternoon movie. Those last 15 minutes were an unsettling creepshow I have never forgotten.

    • Your Queen

      Yeah, Donald. ‘Cause watching movies mid afternoon when there’s plenty of light is way scarier than in the middle of night.
      CLOWN.

      • UGH

        Maybe he’s a vampire.
        @$$HOLE.

      • Zo

        Uh, I think he was saying that it was the fact that he was A SMALL CHILD seeing it right after school. How about reading every word in the sentence?

  • RobRocktheHorrorkid

    I remember seeing it on the local chiller program on pix 11 in nyc. in the early 80s. and it reminded me of the spooky twilight zone ep Perchance to Dream! and the ending really creeped me out! I Also saw the revival in 89 in Cinema villege 80 IT IT SPOOKED me even more.ITS a real underated classiac film. And one of the best Ghost zombie films. HOW abount the bus station scene awsome!

  • imperialbedrooms

    It’s actually on Instant Watch on Netflix!

    • PrincessLauraButtercup

      Thanks for the tip, imperialbedrooms! I just added this movie to my Instant Queue!

  • del taco

    dunno about Carnival of Souls,

    the visuals in Insidious are remarkably the same as James Wan’s previous film, Dead Silence, another underrated scare show.

  • tmackay

    Speaking of weird horror, I just saw a crazy Zombie vs Rebecca Black video here: http://bit.ly/goO2jD

    • Your Queen

      Piss off, spammer.

  • deedeedragons

    The Changeling (no not the Angie movie) starring George C. Scott made in 1979 a brilliant slow burn haunted house movie, kind of the stuff they don’t make anymore.

    • nunnya

      Agreed! A favorite…especially when the wet ball comes bouncing down the stairs!

      • dia

        Yes! That movie, and that moment, scared the heck out of me.

    • Zo

      Oh hell yeah on “The Changeling”. So many people would just turn that movie off now after 10 minutes. And then miss one of the freakiest friggin’ movies everrrr. The wet ball. The banging sound that came every night. The little voice saying, “Joseph… Joseph Carmichel!” The wheelchair at the top of the stairs.

  • SoyBombGuy

    I watched this (it streams on NetFlix) after seeing Insidious (fun, interesting, well-performed, good-but-not-great, [the "Further" was crappybad part of film]) earlier that same night, probably because a review (I think it was yours, Owen) referenced it. I was rather let down, to be honest with you. I agree the actress was OK, but the movie itself was just not gripping. But that’s just me. Sidenote: a newer version, remade by Wes Craven, stars the gorgeous Bobbie Phillips. This newer version is crap, but is worth seeing just for Bobbie Phillips. She is GORGEOUS. That is all. :)
    I do think Owen is right that Insidious is worth seeing, but I think he liked it a lot more than I did.

    • Barry

      I agree 100%, on all counts. Insidious was both scary and fun, though surprisingly weak in parts. Still, I’m glad I watched it. CoS is different, it didn’t hold me at all. I’m glad others liked it though.

  • Javadude54

    Carnival of Souls is a really cool movie. It is also in the Public Domain and can be watched online or downloaded from archive.org in their moving images/movies section. I also have the entire movie (in six parts) posted on my YouTube page.

  • Javadude54

    Carnival of Souls has three different pages at archive.org. This is the most popular one.

    http://www.archive.org/details/CarnivalofSouls

  • Rrowe

    My dad was actually one of the “dead” people in the movie. Just an extra but had a few seconds of screen time!

    • j

      That is so cool – which person was he? in what scene?

  • Sebastian

    I have not seen the film in years but it is sooooo creepy. The music, the faces, the atmosphere and then the ending. I remember being soooo creeped out. It used to run on Sat nights a lot on a horror show called Dr. Shock. I will have to see it again. I think also what made it so creepy is that it was just so sparse and in grainy black and white.

  • Alma

    Here are a few more superb scary flicks: “Dead of Night” English, 1945, “The Uninvited” 1944, “The Cat People” 1942. All excellent, and the originals for the rest!!

    • ZRob

      Agree on all of those, Alma. Good choices!

    • Hannah

      I love The Uninvited right until the ending, when it all kind of falls apart into anticlimax. The sinister atmosphere and tension up ’til then, though, are wonderfully done. And your other two choices, plus the original The Haunting, are just brilliant.

  • marlon

    I watched Carnival of Souls once and I don’t know if I was just too young or if I saw it in my horror film buff phase but I did not think it was scary. There’s a fine line between authentic and amateurish and this movie crossed it. It crossed the line once I noticed how obvious those pale face make ups are. Also it was so slow and never goes anywhere which is probably the reason why people say it’s dreamlike and atmospheric. But maybe I should watch it again because I don’t think Carnival of Souls can hold a candle to ghost stories like The Innocents or the original Haunting.

  • Michael

    I came across ‘Carnival of Souls’ in the purest way possible. I hadn’t heard or read anything about it, but just rented a VHS copy from my local video store. The cover art and blurb were appealingly quirky. Watching it, I was blown away by the uniqueness of the movie. The perfect, off-kilter acting, the utter realism of the settings, and especially the general mood and vibe. Creepiness and dread drenches every scene. The low budget actually works in the film’s favour, and I hope no one ever tries to remake it. And Candace Hilligloss is an affecting, sympathetic lead. Somehow, she manages to be drab and sexy at the same time.

    • Leslie

      Wonderfully written article! I have a DVD collection of “50 Great Horror Movies,” and this one is included. I’ve never watched it, but I know what I’m doing tonight with some popcorn and the lights off. I love watching classic horror movies, and feeling ten years old again! Thanks for the suggestion……

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