Herk Harvey was a Lawrence, Kansas-based director and producer of industrial and educational films for the Centron Corporation. While vacationing in Salt Lake City, he developed the idea for the movie after driving past the abandoned Saltair Pavilion. Hiring an unknown actress, Lee Strasberg-trained Candace Hilligoss, and otherwise employing mostly local talent, he shot Carnival of Souls in three weeks, on location in Lawrence and Salt Lake City.
The film tells the story of Mary Henry, a talented young organist (Hilligoss). At the beginning of the film, Mary is riding in a car with two other girls when some boys challenge them to a drag race that ends up on a bridge. The boys' car nudges the girls' car, which bumps up against the railing of the bridge. The girls' car then runs over the side of the bridge and plunges into the river. Although the others in the car die, Mary mysteriously survives.
As Mary is drawn back to the scene of the accident, and then as she performs an impromptu concert in an organ factory, her character is revealed. While she is obviously a gifted organist, her interaction with the factory supervisor is emotionless and even cold, and there is a suggestion that she has become this way because of the accident.
Mary then travels to Salt Lake City, where she takes a new job playing organ at a church. While driving there, she passes a large, abandoned pavilion (in reality, Salt Lake City’s Saltair amusement park), which seems to beckon to her in the twilight. Shortly thereafter, while driving along a deserted stretch of road, she sees a ghoulish figure (aka the Man, played by director Herk Harvey) whose image replaces her reflection in the passenger window. He stares at her fixedly through the window of her moving car until her own image returns.
As the film progresses, Mary becomes acquainted with her new landlady and a lecherous, sinister fellow tenant (played by Sidney Berger). Again and again, her reflection is replaced with the Man's image. At the same time, she continues to see visions of the Man that are no longer confined to mirrors or window reflections. Although no one else is aware of his presence, she begins to experience terrifying moments when she herself becomes invisible and inaudible to the rest of the world, as if she simply isn’t there.
The dynamic soon becomes one of her suspension between the regular world and the world of the Man, or, more bluntly, between the realms of the living and the dead. At times she holds herself aloof from her fellow boarder, clearly repulsed by his carnal desires; at others she seems to encourage his advances. At one moment she seems in control of her life, dismissive of anything supernatural (including the possible salvation of religion); at the next she is frightened of the unknown, beyond the help of science (in the person of a doctor from whom she seeks help) and religion, as represented by the minister (Art Ellison) of the church where she plays.
After arriving in town, Mary starts to become obsessed by the pavilion, as if she is somehow tied to it in a way that she can’t understand. She is also haunted by the organ music she seems to hear along with the audience —- organ music which, unlike the wholesome tunes she played in the film’s earlier scenes, is darker, frenzied and discordant. (This devolution is heightened by the fact that the film's score is played not on a church organ but a theater organ, which is capable of producing many unique sounds that in the context of this film come across as quite eerie.) On her drive to Salt Lake City, she can find nothing on her car radio but this odd music. At one point, as she plays hymns on the church organ, her music turns eerie as (unknown to her) the Man appears below the organ loft; later, while taking a bath, she does a series of steps to the music in her head, a cross between playing the organ and dancing. Candace Hilligoss emerging from the river at the beginning of the movieThese latter sequences foreshadow one of the film’s eeriest, best-shot, and most celebrated scenes. While at first Mary was unable to connect to the “real” world, she suddenly begins to open up and connect all too easily to the world of the Man; this shift is ingeniously represented by her sudden metamorphosis, in this key sequence, from a prim church organist to a seductress, if—perhaps—an unwilling one. While practicing alone in church one night, she falls into a trance. She pauses briefly and then resumes playing; as she does, her music abruptly shifts from proper and respectable hymns to a weird, demonic melody. Intercut with scenes of stained-glass windows and lengthening shadows, Mary begins to sway suggestively to her music, and her splayed fingers now caress the keys with expansive, openly sensuous gestures very different from any that she has used before. As she plays, her hands begin stroking the keyboards more urgently while her bare feet move dreamily on the organ’s long rows of pedals, her toes gently working them nearly en pointe in a coquettish ballet.
As Mary continues to coax her malevolent tune from the organ, she moves more deeply into trance, beginning to experience an extended impressionistic vision of a throng of ghouls emerging from the water to waltz to her music in the pavilion’s ruined ballroom. As the Man moves towards her and then reaches out for her while she watches in numb horror, her fingers spasm on the keyboards, signaling the approach of a not-too-metaphorical climax. But just before it occurs, the minister appears suddenly and wrenches her hands from the organ, furiously calling her music sacrilege. He "asks her to resign" because of her lack of reverence and awareness of things significant to the church and concisely laments her "lack of soul". Before she leaves he softens his attitude a bit and tells her that the church can offer her help. She departs in totally wordless dejection. From here on her appeals for help to her acquaintances become more desperate.
After the organ trance scene, the ghouls appear more often. In one later scene, Harvey blurs the distinction between the real and surreal still further, by showing us that Mary has, at least apparently, been asleep and dreaming some of the scenes involving the ghouls. Though Mary tries frantically to escape them—at one point boarding a bus to leave town only to find that ghouls comprise all of the passengers—in the end she cannot resist being drawn back to the pavilion one last time, where they proceed to chase her down and spirit her away. The minister, the doctor, and the police, arriving at the pavilion to investigate, cannot explain her mysterious disappearance, as her bare footprints in the sand (the only ones) end abruptly, and her body is missing. The film’s final scene, however, shows us what had been hidden from Mary all along: a shot of her lifeless body in the car that plunged into the river. She has been dead the entire time.
Influence on Romero: Legendary zombie director George A. Romero has frequently admitted that Carnival Of Souls had a huge influence on him when he made his classic Night Of The Living Dead (1968). The ghoul attack in Carnival Of Souls predated the cemetery attack in Night Of The Living Dead by six years.