Harvey went back to Centron and talked to fellow employee John Clifford about what he had seen. Clifford had just published a western novel and Harvey thought Clifford might be able to flesh out a story that would revolve around Saltair. Clifford accepted the assignment and two months later he had a script. After acquiring $17,000 from investors and putting together a cast and crew, Harvey took three weeks vacation from Centron so that he could shoot the movie.

Carnival of Souls stars Candace Hilligoss as a church organist named Mary. She has no feeling at all for her job: "To me a church is just a place of business . . . I'm a professional organist and I play for pay, that's all." She rides along with some friends on a drag race down a county road, but something goes wrong and one of the cars plunges off a bridge. Three hours later, police and townsfolk are still dredging the river--with no apparent luck--when Mary staggers onto a sandbar. Had she been there all along and no one saw her? "What about the other girls?" a rescuer asks her. "I don't remember," she says. She's dazed and confused, and that's how she remains throughout most of the movie. She rarely uses words such as "please" or "thank you." A business acquaintance tells her that "it takes more than intellect to be a musician--put your soul into it a little." But Mary gives him a cold shoulder. As she begins a cross-country trip to a new job, she begins to see the ghostly apparitions of a man (played by Herk Harvey himself), first in the passenger-side window as she drives down the road and later inside her boarding house. What are the apparitions? Why is she seeing them? And what do they mean? (These zombies/ghouls pre-date George Romero's Night of the Living Dead by over five years.)

Director Herk Harvey's production looks somewhat amateurish, but the lack of artifice makes the movie all-the-more unsettling. Harvey surrounds Candace Hilligoss with amateur performers, but once-again, the simplicity of the performances adds further to the movie's familiar-but-yet-other-worldly atmosphere. John Linden, as Mary's next-door-neighbor in the boarding house, gives a nerdish-but-creepy performance. He's a letch who constantly tries to worm his way into her room. Linden played an important role in casting Hilligoss. He met her during a visit to New York, and brought her back to Lawrence. Hilligoss came from a method acting background. She had studied with Lee Strasberg, so during one scene where she was supposed to cross a street, she asked, "What is my motivation?" Harvey said, "Don't get hit." Frances Feist plays Mary's landlady. She's somewhat dazed herself, a good-natured but suspicious old lady who uses phrases such as "Ain't that a kick in the head."

With amazing photography by cinematographer Maurice Prather and assistant director Raza Badiyi (who would go on to work extensively in television), director Herk Harvey created a marvelous sense of atmosphere. He particularly used his locations well, including Saltair. The carnival pavillion rises from the edge of a lake, surrounded by mud flats that stretch for miles and isolate the carnival. Harvey's camera emphasizes this isolation, as his camera peers at the carnival from a distance, emphasizing the incongruity of such a bizarre structure built in the middle of nowhere. From a distance, the carnival seems extravagant and elegant, but up close, the buildings are deteriorating. Our heroine is drawn to a huge ballroom where dusty streamers still hang from the ceiling and twist in the breeze -- and where a horde of ghouls forever spin and dance.

The movie contains few special effects. In fact, it gains much of its power from its simplicity. With big-budget production values, the movie's dangerously-portentous atmosphere would likely have become insufferable.

Once the movie was completed, Harvey had difficulty finding a distributor. Eventually, Herts-Lion agreed to distribute Carnival of Souls, with Harvey and Clifford agreeing to accept nothing up front but a percentage of the profits. After Harvey returned from making educational films in South America, he read in trade magazines that Carnival of Souls had done decent business at drive-in theaters in the South, double-billed with The Devil's Messenger, a Lon Chaney, Jr. flick. When Harvey contacted Herts-Lion, they agreed to send him a check. But when he tried to cash the check, it bounced. Soon afterwards, Herts-Lion went belly-up. And the movie soon drifted into oblivion.

Eventually, however, once Carnival of Souls began appearing on television, a strong fan base emerged. Fans passed around videos of the movie, mostly poor-quality dupes that gave few hints of the movie's excellent photography. But the movie's hypnotic atmosphere survived nonetheless. In 1998, Englewood Entertainment released the movie on video in a transfer culled from an original 35mm fine-grain print master discovered in a vault in England. Unfortunately, this excellent video transfer was marred by a totally superfluous step-printing and tinting process called "Super-Psychorama" that emphasized the difference between the movie's real world and the shadowy world inhabited by the ghouls.

But now The Criterion Collection gets the final word with an incredible two DVD set that renders all previous versions of Carnival of Souls completely obsolete. This is one of the finest DVD sets ever offered by The Criterion Collection. The discs contain both the original theatrical version (78 minutes) and the extended director's cut (83 minutes). The latter version includes audio commentary (on an alternate track) by screenwriter John Clifford and directory Herk Harvey. (This audio track contains many stories and insights by Clifford and Harvey, but it also goes silent for long stretches.) In addition, the discs contain a documentary of the 1989 reunion of the cast and crew, The Movie That Wouldn't Die!; 45 minutes of outtakes accompanied by Gene Moore's organ; a theatrical trailer; a video update on the film's locations called The Carnival Tour; printed interviews with Harvey, Clifford, and star Candace Hilligoss; an essay on the history of Centron Corporation, culled from Ken Smith's Mental Hygiene; and an hour of excerpts from industrial and educational films made by the Centron Corporation (where both Harvey and Clifford worked for over 30 years). One of the most welcomed extras is an illustrated history of the Saltair resort. This history section contains extensive background information on Saltair and many photographs of the resort throughout its many incarnations.

This is a superb DVD presentation of a low-budget horror classic.