We are as clouds that veil the midnight moon;
How restlessly they speed and gleam and quiver,
Percy Bysshe Shelley, “Mutability“
It’s a natural enough impulse. You’re riding along a mostly open freeway, the kind of road across our Great American Matrix that’s not quite desolate but not yet enveloped by exurban sprawl either. Maybe you’re by yourself or your roadmate is dozing off or you’re in the passenger seat, but whatever the case, your attention drifts to the roadside and you see an abandoned structure. A burnt out farmhouse or collapsed silo, a derelict old factory, a sun-faded sign beside an empty lot, any number of skeletons bleaching in a veritable desert of human contact, long forgotten monuments to development, progress, growth. And your mind wanders. What happened there? Then the more insidious, intrusive thought: what’s happening there now?
This impulse, as John Clifford tells it, is precisely what gave director Herk Harvey the idea for a movie that features a ghoulish danse macabre in the bones of the Saltair pavilion, a sort of grand old boardwalk-style music hall and amusement park rotting away on the shores of Utah’s Great Salt Lake. Harvey himself explains that the Saltair’s siren song was too much to resist when he saw it on a drive back from California to Kansas, as he pulled off the highway and up to the building to stare and wonder and plot. The dance became the central set piece of a singular, ethereal story about a girl drawn to the building in the wake of a terrible tragedy. Clifford’s script would fill in the rest of that story for the now vaunted cult classic Carnival of Souls (1962). This production tale is, to me, critical to understanding the incredibly haunting power of the movie. As if in a trance, Harvey and Clifford assembled their film more or less in a matter of six weeks (three weeks writing, three weeks filming) at a cost of $30,000. The proceeding output from both writer and director really adds to the legend of Souls as a product of shared, sustained hypnosis, in that neither would make another feature. Coworkers at the Centron Corporation, a firm that pumped out educational and technical films from 1947 to about 1990, the two would go right back to documentary short production in Lawrence, KS for the rest of their careers (a few subsequent stops and starts on other projects aside). Their brilliant one-off effort positions them as something like the Harper Lees of horror, making one thing and making it count, and represents another of those magical moments in cinema history when everything comes together in just the right way.
Fittingly the film’s ephemeral, allusive brilliance is shored up by its obsessions with fluidity, transience, liminality. It is at once a film with a “sense of place” and one that exists no place at all; a film made to be watched at midnight, when all the world is in transit. The story begins with two groups of rowdy, drag-racing teens (one all boys, the other all girls), raising small-town heck from downtown intersection to country road to narrow wooden bridge. Fates are sealed on this bridge, as the girls’ car cracks through the guard rail and tumbles into the silty river below, its inhabitants presumed dead. As local authorities and lookers-on dredge for the car, a lone survivor emerges, clawing her way out of the muck and onto the riverbed. Through some miracle or other, Mary Henry (Candace Hilligoss) is alive. For whatever reason I was particularly enchanted by a low angle pan on a group marching wordlessly in single file across the bridge and pointing down at the camera filming from Mary’s point of view. Maybe it’s the expressionistic clarity of angles and layers coming through in DP Maurice Prather’s crisp black-and-white cinematography, or the absurdity of these gawkers bearing down on us from on high, but the composition stuck with me.
The other striking thing about the opening few minutes of the film is its memorable title sequence, designed by Dan Fitzgerald (another one and done craftsman, with no other film credits to his name). The title itself undulates and curves with the flow of the river over which it appears. Then, the remaining credits are all sharp weird angles, jutting out and following the patterns of tree branches and sandbanks that disrupt the flow of the water. The result is something more than just a clever use of the visual material at hand, as this sequence helps to foreground the fact that Mary is being pushed along through circumstances over which she does not have much control. Call it the River Styx or the endless flow of time or another instance of nature triumphing over the folly of man, but whatever the case this body of water is a border whose crossing sets off a harrowing journey into a spirit realm that lingers just in the periphery throughout the film.
We jump to watching Mary practice on an enormous organ in a repair warehouse and learn that some time has passed since the accident. She will be leaving town at once for a job as a church organist, a trip that sets her on her fated rendezvous with the Saltair carnival. Organ music is a character unto itself throughout the film, with a score from composer Gene Moore that dominates its aural landscape. It is one of many things that won’t leave my brain as I write this post, another of course being The Man himself (a chilling turn by director Harvey), a pale ghoul who first appears during Mary’s drive out to Utah then stalks her for the duration of the film. A precursor to Romero’s zombies and Lynch’s Mystery Man, the terror of his presence lies (aside from its pervasive ubiquity) in the way he serves as a constant, silent memento mori. Mary just barely escaped with her life after all, and we’re not even really sure how she pulled it off. Harvey cites the art films of Bergman and Cocteau as inspiration for the film’s tone, and it’s easy to see the former’s Death from The Seventh Seal (1957) as an analog to The Man in both function and form. Visually there is also a touch of Conrad Veidt’s Cesare from The Cabinet of Dr. Caligari (1920), and the German Expressionists have been identified as another clear influence on Souls (sometimes to its detriment). A poster for a British release of the film deems it “a story so unusual – it will burn itself into your mind!” The truth in this advertising is owed to many components, but The Man’s persistent lurking just about steals the show. The quick zoom on Harvey standing in the middle of the highway surrounded by inkblack night as Mary illuminates him with her headlights is a good example of the instantly memorable images sprinkled throughout this film. Many such whip zooms appear elsewhere, heightening the disoriented frenzy as Mary’s grip on reality falls aways and her crisis worsens. Nearly every set piece feels like a half-remembered night terror.

After settling into her new life, Mary comes apart. Her home is constantly invaded by slimy neighboring tenant Mr. Linden (Sidney Berger), who is honestly a less welcome presence than the actual ghouls (Ebert expertly describes him as “a definitive study of a nerd in lust,” as only Ebert can). Linden’s advances are at times tolerated by Mary, at others spurned, establishing an awkward coldness that heightens the surreal, unnatural tension. In one of her cheerier moods, Mary establishes the boundaries of her uneven existence. “It’s funny,” she says to Mr. Linden, “the world is so different in the daylight. In the dark, your fantasies get so out of hand. But in the daylight everything falls back into place again.” Hilligoss plays Mary with such expert stiltedness, recalling another Lynchian parallel in Naomi Watts’s Betty in Mulholland Dr. (2001). Both blonde, both linked to some dimensional aberration via car crashes, both going through something weird as hell. For it’s around this time that Mary begins to slip out of existence, as far as she can tell. One minute she’s trying on dresses, the next she’s caught in a limbo where she continues to see the world and its inhabitants but they can’t see her. The only indication we get of any shift in reality is a quick ripple effect as Mary changes clothes. Her transition coming just as she’s in a state of undress should not go unremarked, be it for some subtle gesture towards vulnerable human frailty or just good old fashioned 60s licentiousness (reiterating however that this film is cold and anything but sexy, decidedly so).

Though not explicitly, Mary is somewhat caught between the spiritual guidance of her minister boss (Art Ellison) and the kindly Dr. Samuels (Sam Levitt) who helps to calm her after her first brush with nonexistence. She is frequently adamant in her lack of religious motivation in taking the church job, and if the two fatherly characters set up a conflict of science vs. faith, it is clear that Mary chooses the former (inasmuch as she chooses much of anything). For one, she doesn’t turn to the minister for any guidance about her near-death experience, the specter following her, or her forays into another dimension. Then, the relationship is officially severed after she enters a kind of fugue state and begins playing discordant, chaotic music during organ practice. The minister overhears, declares her music “profane,” and fires her on the spot. His attempt to then help and engage her on religious grounds is not heeded, and Mary drifts out of the church without a word. If this sounds like the setup for a Hays era morality play, know that it doesn’t quite veer into the realm of pontification. In this way, it hits the mark on the Bergmanesque existentialism to which it aspires, setting up this spiritual tension as just a fact of life instead of inviting us to pass judgment on a girl who had it coming. The wry ending, pervading mystery, and somewhat sociological theming does lend it to feeling like a feature-length episode of The Twilight Zone (another thing noted by Ebert, among others), but its dreamier avant-garde qualities and lack of ethical logic make it something else entirely.
Flux, transition, ebb and flow: these are the preoccupations of Carnival of Souls. Water is everywhere in the film, from the fatal river crash to the Great Salt Lake from which the ghouls ascend to the wavy camera effects. Even Mary’s landlady, Mrs. Thomas (Frances Feist) insists that Mary can run as many baths as she likes, as she doesn’t care about that sort of thing. Working in concert with this aquatic motif, reflections are also everywhere. This combination of fluidity and reflexivity, conveyance and introspection, recalls Mark Fisher’s writing on the erasure of self and stability due to the post-Fordist emphasis on “flexibility” in the neoliberal economy. He writes,
Work and life become inseparable. Capital follows you when
you dream. Time ceases to be linear, becomes chaotic, broken
down into punctiform divisions. As production and distribution
are restructured, so are nervous systems. Fisher 38
This movie precedes the post-Fordist shift towards Flexible Specialization by about a decade, but the anxiety of transience and mutability comes through clearly. As a related point of fact, Mary’s automatic organ-playing breakdown happens at 9 PM, an off-hours practice session during which her “fantasies get out of hand.” Harvey was himself an itinerant filmmaker, traveling the globe to capture footage for his Centron work. Perhaps he was haunted by specters of his own from time to time, out there drifting through spiritual causeways in the American labor diaspora. And maybe that’s why it’s still here with me, following me in my waking hours and bearing down on my unconscious. To some extent I wrote this post in an attempt to exorcise the movie, to pluck it out of my brain, to step off the midway and get back in the car. Something tells me the ghosts will remain though, and the carnival isn’t closing anytime soon.

79 min.; Carnival of Souls saw a Criterion Collection release in 2016, and is available to stream on HBO Max, The Criterion Channel, and Shudder, among other platforms