Mary Henry (Candace Hilligoss) is riding in a car with two other girls. At a light they are challenged to a race by two guys in another car. The driver agrees while Mary and the other passenger get a little nervous. When the light turns green the two cars take off down the road. The car Mary is in ends up going over a bridge and into the water. Searchers are unable to find the car but a couple hours later Mary, covered with mud, crawls out of the water in a daze.

A couple days later Mary moves from Kansas to Salt Lake City, Utah. On the way she passes an old amusement park near Salt Lake. Mary begins to see a vision of a pasty faced man with blackened eyes that stare. She gets a little freaked out.

Mary has a job playing organ at a church and gets a room in the home of Mrs. Thomas (Frances Feist). After settling in she visits the church and meets the Minister (Art Ellison). He offers to have a reception so she can meet the congregation. Mary declines. The minister is a little put off but he lets it pass. He takes Mary with him on a call. They pass the Amusement Park on the way. She asks to stop and look at it. Mary wants to go in but the Minister says that it’s off limits.

Mrs. Thomas has one other boarder, John Linden (Sidney Berger), a rather slimy peeping tom that quickly tries to put the make on Mary. Mary doesn’t want to have anything to do with the creep but she’s been seeing that strange man with the pasty face and she doesn’t want to be by herself. Creepy John is getting mixed signals from Mary and is beginning to think the girl is unhinged.

Mary’s visions are happening more and more. In town she has a fit but is calmed down by a doctor passing by. Dr. Samuels (Stan Levitt) is not a psychologist but he is concerned and wants to help. While talking to Samuels she realizes that the Amusement Park is becoming a fixation with her. She decides to go out there and check it out for herself. Wandering around she sees nothing out of the ordinary but she is still spooked. Mary isn’t sure why these things are happening to her. She’s beginning to think that something is wrong with her mind but Mary has bigger problems than just being a little spooked.

“Carnival of Souls” was released in 1962 and was directed by Herk Harvey. It is a low budget horror film and a psychological thriller. The film has gone from box office failure to cult film to a classic in psychological horror. Viewings on late night TV helped to jump start the fan club. What’s better at midnight than a mind freak movie?

Director Harvey developed the idea for the movie after seeing the abandoned Saltair Amusement Park while driving through Salt Lake City. The movie was filmed mostly on location in Lawrence, Kansas and Salt Lake City, Utah. It was done on a shoestring budget of $33,000. The film's budget was raised over the course of one weekend from local businesses in Lawrence, KS. Harvey's crew consisted of five other people besides himself.

It just goes to show you that how much you spend on a movie is no measure of how spine-chilling it is. And “Carnival of Souls” is far more disturbing than it is scary. The fact that Mary would rather be around a creepazoid like John tells you how untenable Mary’s life has become. She’s running from something but she doesn’t know what. She just knows that if it catches her she’s lost.

Kudos to Candace Hilligoss. Having to basically carry the entire film by herself says a lot for her performance. She’s in almost every scene and through it all you really believe there is something wrong with her. And if it’s not her that is wrong then it’s the whole balance of the world and that is scary.

The film was the inspiration for director George A. Romero’s film “Night of the Living Dead” 1968. The story was inspired by the Twilight Zone episode “The Hitch-Hiker” 1960.

The shots of the ghouls rising out of the water were filmed in an apartment complex swimming pool near Harvey's house in Lawrence, Kansas. Harvey also appears in the film as the pasty faced man stalking Mary.