If you haven’t seen Carnival of Souls (1962), and think you might want to, and don’t want the ending spoiled for you, stop reading this, and go watch it. It’s streaming on the Criterion Channel at least through October and November. If you don’t subscribe to the Criterion Channel (you should), you can rent the Criterion release on Vudu for three bucks. (Your local library can probably get it for you, too, along with almost any other movie you can think of, for free. Libraries are exceedingly cool places.)

You really should watch it. The story is simple enough: our heroine, an organist named Mary Henry, is in a terrible car accident in which several of her friends are killed. In an attempt to put all the horror behind her, she takes a job in another city, where she learns–too late–that there are horrors far worse than grief, and they’re waiting for her there.


“[a disturbing but undisturbed vision […] like a night terror caught in a looking glass.”


It’s director Herk Harvey’s only feature film, shot at fever pitch, often on the fly, guerilla-style. Harvey paid off store clerks and locals to avoid the hassle and hindrance of shooting permits. He often improvised when problems arose during production, and yet the finished film is almost seamless- a disturbing but undisturbed vision. It’s like a night terror caught in a looking glass. Which is a remarkable achievement for a film made with a crew of five people and a budget of $33,000.

Candace Hilligoss (who plays Mary) faded into obscurity after this role, appearing in bit parts in two schlocky horror flicks, and a single episode of Quincy, M.E. After seeing the film, Hilligoss’s agent called her up, told her flatly that he would no longer represent her, and hung up, which I find genuinely surprising, as Carnival of Souls is, very clearly, a masterpiece. After all, that’s what this column is about. But to examine why this particular film is as exceptional as it is, I have to spoil the end. So. Spoilers. I am about to reveal the twist ending to Carnival of Souls. Here it comes.



Mary Henry is one of the several people who die in the crash at the beginning of the film. She’s dead the whole time, and doesn’t know it. That’s important, and important to know when looking critically at the film, because Carnival of Souls is an elegy. I don’t mean “elegy” in that stuffy, highbrow, “Oh, the film was elegiac, and my cabernet was positively coquettish,” kind of way.

I mean by definition:

el-egy (el’e jē) n. a poem or song of lament and praise for the dead.

And there is poetry, here, in with the horror. It’s a lovely lamentation written in Cinematography, Editing, and Metaphor.




Mary is a woman between worlds. A dead woman walking in the land of the living. She is a study in duality, her journey an exploration of the limits of liminal space (more on that in a moment). Carnival of Souls is not the first movie to explore these ideas, nor was it the last. I’m just saying that this movie may have done it best.

What sets it apart is the eloquence of its imagery. The film is a masterclass in visual storytelling, conducted by director of photography Maurice Prather. Movies are primarily a visual medium. The script and the score are mostly there to accentuate the moving images on the screen. Prather’s images exist in a rarefied class of film: they stand on their own. You could watch this movie with the sound and subtitles off, and it would still work. The relationships, the mounting paranoia, the surreal unease- it’s all there in Prather’s moving meditations on death, duality, and the spaces between places.


“You could watch this movie with the sound and subtitles off, and it would still work [as] moving meditations on death, duality, and the spaces between places”


There’s a term for that. It’s called “Liminal Space.” Doorways, windows, bridges; Anywhere that’s between Somewheres. Liminal spaces are usually metaphors used to examine a character on the border between two worlds: the one she knows…and the Other One. The dangerous one. The one that scares her to death. In horror, liminal spaces often show up for the first time at the moment when our heroine slips out of the real world and into the world of the supernatural. Sound familiar?

Harvey and Prather are in love with liminal spaces. We get our first barely a minute into the film, as Mary and two of her friends drive onto a bridge in a neck-and-neck street race with some loudmouth boys from town, who (in a surprising display of bloodthirst for a race with nothing at stake) run the girls off the bridge into the water.



No wonder Mary ends up wandering between worlds. She’s driven off one liminal space into another oneMary leaves the shore she knows unwillingly, anxiously–it’s her impetuous friend who’s driving the car, not Mary–and never arrives on the other side. Instead, she goes in the river. The most well-known example of liminal space is a river, actually. In Greek mythology, after someone dies (if they were given a proper burial) Charon the boatman takes them across the river Styx, which is the boundary between the land of the living and the land of the. Say, wait a minute…

When Mary crawls, dazed and lost, from the water, it’s onto a sandbar in the middle of the river. Smack dab in the metaphorical middle of the two eternal shores (Seriously. Only $33,000). We’ve all seen movies with bridges, rivers, car races, crashes, and death. But Carnival of Souls is the only one that was shot by Maurice Prather, with Herk Harvey muttering the archetypes of our primal nightmares into his ear all the while.


Mary’s World is Black and White

As the film progresses, Harvey and Prather develop a beautiful visual metaphor in which white (the world of the living) and black (the world of the dead) interact, with Mary often somewhere in the intersection of the two. It’s no accident that Mary and her friends are in a white car at the beginning of the film, or that the car that runs them off the bridge is black.

Mary drives out of the town where she died, determined to start anew in a new town. Night falls. The car radio mysteriously starts playing that particular sort of organ music seldom heard outside the waiting rooms of Hell. Fiddling with the radio, Mary notices something strange out the driver’s side window: an abandoned carnival, out in the desert. The shot is breathtaking. The pale gray sky fills the top half of the frame like an anemic insistence of some faded heaven. Blackness pervades the bottom half. In the estuary of light and dark broods the titular Carnival of Souls.


“[…] when Mary looks back out the windshield, the road has vanished, leaving only The Man- Harvey’s haunting personification of death- in the blackness.”


Mary looks the other way, through the passenger window, seeing only her reflection…until she looks again, and sees one of the denizens of the carnival outside her moving car. One of the dead. One of the damned. By this point, I probably don’t have to point out that he’s on the other side of a window, which is (all together now) a liminal space. The metaphorical ties that identify Mary with death tighten as Prather overlays her reflection with the face of the dead man.

And just so there’s no confusion about what metaphors are at work, when Mary looks back out the windshield, the road has vanished, leaving only The Man- Harvey’s haunting personification of death- in the blackness. Remember the two cars on the bridge–the white and the black? The living and the dead? Guess which world The Man belongs to.




There are dozens of examples of this antipodal dance of light and dark throughout the film, but perhaps the most striking comes just before the film’s climax, as Mary, tired and terrified and bereft of the will to continue fleeing her fate, finally goes to the carnival that has been calling to her since first she first saw it on her way into town.

Mary’s few visits to the carnival throughout the film are incredible. Hanging barrels rattle in windless rooms as she walks through dead and decaying optical illusions from funhouses gone by. A mattress slips down a silver slide in a moment of creeping, surreal horror. The church organ score bends and twists into something like manic, diseased calliope. But the apex of Prather’s vision and Harvey’s metaphor is one long, patient, steady shot of Mary walking toward the light on the far side of the carnival, to look out at the barren wasteland beyond.



It’s a stunning image. Barely one-fifth of the screen is visible in the smothering, overwhelming weight of the blackness that dominates the screen. Even the thin strip of gray light looking out over the vast vistas beyond is fragmented and corrupted by crooked fingers of blackness in the form of pillars, beams, and archways. It’s like something from Käthe Kollwitz’s bleakest dreams.

What’s more, standing on the threshold of the light, Mary seems a part of the darkness that surrounds her, now. Here, in the last moments of the film, she has finally found her shore, and her boatman.


The Clever Cuts

The cinematography hews the monolithic, mythic blocks from which the film is built, but it’s the editing that ties the whole together. Razor-sharp cuts suture together time and space in disturbing ways, and violate the rhythms of expectation and outcome in often surrealistic sequences which, cobbled together, pass like monochromatic nightmares across the screen.

One of my favorite examples is fairly early in the movie. Mary has gone into the river, and found her way out again. We watch her walking along the bridge, looking into the water–the local authorities still haven’t found the car, or Mary’s friends (or Mary). After a moment, she heads back to her car. She reaches for the key; turns it but when she takes her hand away, she takes it away from a pull-toggle on a church organ. This visually associates Mary, the river in which she died, a car (the machine she died in), and a church organ (the machine that will come to represent, in the score, the approach of The Man, and so, Death).


“Razor-sharp cuts suture together time and space in disturbing ways, and violate the rhythms of expectation […]”


Mary talks briefly with the man who built and oversaw the installation of the church organ she’ll be playing in the town where she’s headed. He tells her to stop by next time she comes to visit; she tells him she’s never coming back, and leaves. A table saw roars to life as she goes. One of the workers puts a board down, to run it through the saw. He slowly begins to push the saw toward the whirring blade, down in its groove. Suddenly the roar of the saw is gone, and Mary’s car is rolling slowly towards us across the bridge as she heads out of town. The effect is astounding: your brain is so utterly ready to hear the contact between the board and the saw, to see the board cut in half, that you almost believe for a moment that the car is being cut in half instead.

Mary’s car is rolling forward at almost exactly the same pace as the worker was pushing the board. There’s a groove in the bridge (like the one on the table saw), beneath the car. The car’s engine even sounds similar to the breathy whir of the saw. And it isn’t even “just a cut” to get us to sometime later, somewhere new. It’s a cut that puts Mary back in a car, back on the bridge, and leaves visual and audio cues about violent division ringing in your mind.



Perhaps the best bit of editing in Carnival of Souls happens just as Mary is settling into the room she’s renting, in the new town. She heads into her bedroom to unpack her suitcase. As she opens it, sensing something amiss, she turns to the window, where sheer white curtains are drawn. Beyond the curtain is The Man. Death, waiting just beyond the glass, “beyond the veil”. Prather lingers on The Man behind the curtains until the precise moment when their fluttering renders them opaque, and the man in black (death) is hidden once more behind the illusory gossamer of the white curtains (life).

Mary rushes to the window, throws the curtains back, and sees–once more–only her own face staring back at her in the glass between places. Her own reflection in the dark…only this time, her face is doubled. She looks out from her white room into the blackness outside, and sees, literally, her own confused duality. It’s the perfect visual metaphor to describe what a ghost is, and what a ghost must see when it looks out at the world: Nothing but itself, standing in for death.


Buy the Ticket, Take the Ride

There’s so much I love about this movie, so much to praise and point to, so much that influenced so much of what was to come. There’s the reflection of Mary in Mr. Linden’s voyeur eye, and the idea that eyes are the windows of the soul. There’s Mary’s rejection of pleasures of the flesh, and what that means when you stir it into the paint of Harvey’s heady metaphors. Or the way the sound just goes away each time Mary slips into the world of the dead, and how that’s what it would feel like, being pulled off of the planet and into the shadows cast by the unreachable living. And the absolute perfection of the church organ score!

There’s so much; too much! It’s the sort of movie someone should write a book about. All I’ve got room for is a column. But you’re in luck: there’s a whole movie that covers it all, and it isn’t even hard to find. Carnival of Souls is there, on the internet, if you go looking. Or maybe it’s somewhere out there, in the salt flats left by the recession of a dead lake in Utah. An old thing with many rooms with many shadows in them. There are such sights, such sounds, such shivering silences, if only you will go and look. Buy the ticket. Take the ride. Just know your shore before you go.


Have you experienced Herk Harvey’s Carnival of Souls? Are you already a Criterion Channel subscriber? What’s your favorite freaky film From Criterion? Let us know on Twitter, in the Nightmare on Film Street Subreddit, and on Facebook in the Horror Movie Fiend Club!